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): April 2, 2007
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.) |
8125 Highwoods Palm Way
Tampa, Florida 33647-1765
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 (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 April 2, 2007, Odie C. Donald advised Syniverse Holdings, Inc. (the “Company”) of his decision not to stand for re-election as a director at the Company’s annual meeting scheduled to be held on May 9, 2007 (the “Annual Meeting”). Mr. Donald’s decision not to stand for re-election was not a result of a disagreement with management regarding the Company’s operations, policies, practices or otherwise. Mr. Donald indicated that his decision not to stand for re-election was because of other business obligations.
Mr. Donald has indicated his intention to continue to serve as a director until the Annual Meeting.
The Company’s press release announcing Mr. Donald’s decision not to stand for re-election is filed herewith as Exhibit 99.1 and is incorporated by reference herein.
As previously disclosed, Raymond L. Lawless will resign as chief financial officer of the Company, effective as of May 31, 2007. In addition, Mr. Lawless will not stand for re-election as a director at the Company’s Annual Meeting. Mr. Lawless’ decision not to stand for re-election was not a result of a disagreement with management regarding the Company’s operations, policies, practices or otherwise. A copy of Mr. Lawless’ Separation Agreement with the Company is filled as Exhibit 10.34 to the Company’s Annual Report on Form 10-K filed on March 13, 2007 and is incorporated herein by reference.
| ITEM 9.01. | Financial Statements and Exhibits |
| (c) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 |
Press Release issued on April 5, 2007 by Syniverse Technologies, Inc. |
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: April 6, 2007
| 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 on April 6, 2007 by Syniverse Technologies, Inc. |
| * | Filed herewith electronically. |