UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 of 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 16, 2008
Virgin Mobile USA, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33735 | 20-8826316 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
| 10 Independence Boulevard Warren, NJ |
07059 | |
| (Address of principal executive offices) | (Zip Code) |
(908) 607-4000
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report.)
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 (see General Instruction A.2 below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 16, 2008, pursuant to its acquisition of Helio LLC announced on August 22, 2008, and the related investment in the registrant by SK Telecom USA Holdings, Inc. (“SK Telecom”), the registrant announced that SK Telecom has designated Richard Chin and Sung Won Suh as members of the registrant’s Board of Directors. In connection with this announcement, the registrant issued a press release, which is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to Item 5.02 of this Current Report, including Exhibit 99.1 hereto, shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
The following exhibit relating to Item 5.02 shall be deemed to be furnished, and not filed:
| Exhibit No. |
Description of Exhibit | |
| 99.1 | Press release issued September 16, 2008 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Virgin Mobile USA, Inc. | ||||
| Date: September 16, 2008 |
/s/ Peter Lurie | |||
| Name: Peter Lurie | ||||
| Title: General Counsel | ||||