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): August 8, 2005
SYNIVERSE HOLDINGS, INC.
SYNIVERSE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware Delaware |
001-32432 333-88168 |
30-0041666 06-1262301 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
One Tampa City Center, Suite 700
Tampa, Florida 33602
Telephone: (813) 273-3000
(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 (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 8.01. Other Events
On August 8, 2005, Syniverse Technologies, Inc. (“Syniverse”) issued a press release announcing the commencement of a tender offer to purchase for cash any and all of its outstanding 12 3/4% Senior Subordinated Notes due 2009 (the “Notes”). In connection with the tender offer, Syniverse is soliciting consents to effect certain proposed amendments to the indenture governing the Notes. The tender offer and consent solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement, dated August 8, 2005, and a related Consent and Letter of Transmittal, which more fully sets forth the terms and conditions of the tender offer and consent solicitation.
ITEM 9.01. Financial Statements and Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press release issued by Syniverse Technologies, Inc. on August 8, 2005. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
Dated: August 8, 2005
| SYNIVERSE HOLDINGS, INC. |
| (Registrant) |
| /s/ Raymond L. Lawless |
| Raymond L. Lawless |
| Chief Financial Officer and Secretary |
| SYNIVERSE TECHNOLOGIES, INC. |
| (Registrant) |
| /s/ Raymond L. Lawless |
| Raymond L. Lawless |
| Chief Financial Officer and Secretary |
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1* | Press release issued by Syniverse Technologies, Inc. on August 8, 2005. |
| * | Filed herewith electronically. |