- Current report filing (8-K)
January 12 2011 - 12:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 12, 2011
SYNIVERSE HOLDINGS, INC.
SYNIVERSE TECHNOLOGIES, INC.
(Exact name of registrant as specified in
its charter)
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Delaware
Delaware
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001-32432
333-88168
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30-0041666
06-1262301
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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8125 Highwoods Palm Way
Tampa, Florida 33647
Telephone: (813) 637-5000
(Address, including zip code, and
telephone number, including area code, of registrants principal executive offices)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07
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Submission of Matters to a Vote of Security Holders
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On January 12, 2011, Syniverse Holdings, Inc., a Delaware corporation (the Company), issued a press release announcing that at a special meeting of stockholders of the Company held on
January 12, 2011, its stockholders approved the proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time, the Merger Agreement), dated October 28, 2010, by and among the Company, Buccaneer
Holdings, Inc., a Delaware corporation (Parent), and Buccaneer Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (Merger Sub), which provides for the merger of Merger Sub with and into the
Company. The stockholders of the Company also voted to approve the proposal to adjourn the special meeting if necessary or appropriate to solicit additional proxies. The special meeting was not adjourned to a later date. The final voting results for
each proposal are set forth below:
Proposal 1: Adopt the Merger Agreement
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FOR
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AGAINST
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ABSTAIN
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49,427,932
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14,756
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16,109
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Proposal 2:
Adjourn the Special Meeting
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FOR
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AGAINST
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ABSTAIN
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45,593,158
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3,858,135
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7,504
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A copy of the press
release issued by the Company regarding the results of the stockholder vote at the special meeting of stockholders of the Company is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits
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(d)
Exhibits.
The following exhibits are filed herewith:
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Exhibit No.
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Description
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99.1
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Syniverse Holdings, Inc. press release, dated January 12, 2011
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- 2 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf of the undersigned hereunto duly authorized.
Date: January 12, 2011
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SYNIVERSE HOLDINGS, INC.
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(Registrant)
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By:
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/s/ Laura E. Binion
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Name:
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Laura E. Binion
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Title:
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General Counsel
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SYNIVERSE TECHNOLOGIES, INC.
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(Registrant)
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By:
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/s/ Laura E. Binion
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Name:
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Laura E. Binion
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Title:
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General Counsel
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- 3 -
INDEX OF EXHIBITS
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Exhibit No.
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99.1
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Syniverse Holdings, Inc. press release, dated January 12, 2011
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