Form 8-K

 

 

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): June 27, 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)

 

x 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 7.01 Regulation FD Disclosure.

In connection with the conference call held by Virgin Mobile USA, Inc. (the “Company”) on June 27, 2008 to discuss its entry into an agreement to, among other things, acquire Helio LLC, the Company referenced a slide presentation which was made available through the Company’s website.

The information furnished pursuant to Item 7.01 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 8.01 Other Events.

The information set forth in Item 7.01 of this Current Report is incorporated into this Item 8.01 by reference.

Item 9.01 Financial Statements and Exhibits

 

  (d) Exhibits.

 

Exhibit No.

 

Description of Exhibit

99.1   Investor Conference Call Slide Presentation

 


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: June 27, 2008    

/s/ Peter Lurie

    Name: Peter Lurie
    Title: General Counsel

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

Exhibit 99.1   Investor Conference Call Slide Presentation.

 

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