sc13dza
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
VIRGIN MOBILE USA, INC.
(Name of Issuer)
Class A Common Stock, par value $.01 per share
(Title of Class of Securities)
92769R108
(CUSIP Number)
Kyung
Hwan Chung
SK Telecom Co., Ltd.
11 Euljiro 2-ga
Jung-gu, Seoul 100-999, Korea
+82-2-6100-1635
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 27, 2009
(Date of Event Which Requires
Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition
which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box: o
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The information required on the remainder of this cover page shall not be deemed to be “filed” for
the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes ). |
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NAME OF REPORTING PERSON:
SK Telecom Co., Ltd.
S.S. or I.R.S. Identification Nos. of above persons |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) þ |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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WC
OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Republic of Korea
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7 |
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SOLE VOTING POWER: |
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0 |
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SHARED VOTING POWER: |
| BENEFICIALLY |
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| OWNED BY |
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52,326,642 1 |
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SOLE DISPOSITIVE POWER: |
| REPORTING |
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14,222,153 2,3 |
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SHARED DISPOSITIVE POWER: |
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0 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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52,326,642 1 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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61.5 % 4 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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CO |
1
Includes (i) 3,029,412 shares of Class A common stock issuable upon conversion of the
Series A Preferred Stock of issuer beneficially owned by reporting person, (ii) 10,999,373
shares of Class A common stock beneficially owned by reporting person, and (iii) 193,368 shares
of Class A common stock beneficially owned by Helio, Inc., currently controlled by reporting person (as successor to SK
Telecom USA Holdings, Inc.). This also includes 38,104,489 shares of Class A common stock of issuer beneficially owned
by Sprint Ventures, Inc. and Corvina Holdings Limited (together with its affiliates). The reporting person, Sprint
Ventures, Inc. and Corvina Holdings Limited (together with its affiliates) may be deemed to share beneficial ownership
of the above-referenced shares as a result of the reporting person, Sprint Ventures, Inc., Corvina Holdings Limited
and Cortaire Limited (an affiliate of Corvina Holdings Limited) being signatories to an Amended and Restated
Stockholders Agreement, dated August 22, 2008, a copy of which is filed as Exhibit 99.3 to
Schedule 13D, dated September 5, 2008, filed by the reporting person. The reporting person does not
affirm the existence of a group with Corvina Holdings Limited (together with its affiliates) and Sprint
Ventures, Inc. and disclaims beneficial ownership of the shares held by them. The reporting person is
not responsible for the completeness and accuracy of the information concerning Corvina Holdings Limited and
Sprint Venture Inc.
2
Includes 19,337 shares of Class A common stock of issuer beneficially owned by Helio,
Inc. and 1,099,937.30 shares of Class A common stock of issuer beneficially owned by reporting person (as
successor to SK Telecom USA Holdings, Inc.) that are being held in escrow to satisfy certain obligations of
Helio Inc. and reporting person (as successor to SK Telecom USA Holdings, Inc.), respectively, pursuant to the
terms of the Transaction Agreement (See Item 6 of Schedule 13D, dated September 5, 2008, filed by
the reporting person).
3
Includes (i) 3,029,412 shares of Class A common stock issuable upon conversion of
the Series A Preferred Stock of issuer beneficially owned by reporting person, (ii) 10,999,373 shares of
Class A common stock beneficially owned by reporting person, and (iii) 193,368 shares of Class A
common stock beneficially owned by Helio, Inc., currently controlled by reporting person (as successor to SK
Telecom USA Holdings, Inc.).
4
Percentage calculated using an aggregate of
85,065,213 shares of Class A common stock currently outstanding, based upon the 65,025,441 shares of Class A
common stock outstanding as reported by the issuer in its Form 10-Q for the quarterly period ended March 31, 2009
plus (i) 115,062 shares of Class A common stock of issuer that may be acquired by Corvina Holdings Limited
(together with its affiliates) upon the conversion of their shares of Class C Common Stock, (ii) the shares of
Class A common stock of issuer underlying a limited partnership interest in VMU Opco held by Sprint Ventures,
Inc., which interest is initially exchangeable for 12,058,626 shares of Class A common stock of issuer,
(iii) 6,058,224 shares of Class A common stock of issuer issuable upon conversion of the Series A Preferred
Stock of issuer owned by SK Telecom Co., Ltd. and Corvina Holdings Limited (together with its affiliates), and
(iv) 1 share of the Class B common stock of issuer held by Sprint Ventures, Inc., which is entitled to
a number of votes that is equal to the total number of shares of Class A common stock of issuer for which Sprint Ventures,
Inc.’s limited partnership interest in VMU Opco is exchangeable.
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NAME OF REPORTING PERSON:
Helio, Inc.
S.S. or I.R.S. Identification Nos. of above persons |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) þ |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Delaware
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SOLE VOTING POWER: |
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| NUMBER OF |
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193,368 |
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SHARED VOTING POWER: |
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0 |
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SOLE DISPOSITIVE POWER: |
| REPORTING |
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193,368 9 |
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SHARED DISPOSITIVE POWER: |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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193,368 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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0.2 % 10 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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CO |
9 Includes 19,337 shares of Class A common stock of issuer beneficially owned by Helio, Inc. that are being held in escrow to satisfy certain obligations of Helio Inc. pursuant to the terms of the Transaction Agreement (See Item 6 of Schedule 13D, dated September 5, 2008, filed by the reporting person).
10 Percentage calculated using an
aggregate of 85,065,213 shares of Class A common stock currently outstanding, based upon the 65,025,441 shares of Class A common stock
outstanding as reported by the issuer in its Form 10-Q for the
quarterly period ended March 31, 2009 plus (i) 115,062 shares of Class A common stock of issuer that may be
acquired by Corvina Holdings Limited (together with its affiliates) upon the conversion of their shares of Class C
Common Stock, (ii) the shares of Class A common stock of issuer underlying a limited partnership interest in VMU
Opco held by Sprint Ventures, Inc., which interest is initially exchangeable for 12,058,626 shares of Class A
common stock of issuer, (iii) 6,058,224 shares of Class A common stock of issuer issuable upon conversion of the
Series A Preferred Stock of issuer owned by SK Telecom Co., Ltd. and Corvina Holdings Limited (together with its
affiliates), and (iv) 1 share of the Class B common stock of issuer held by Sprint Ventures, Inc., which is entitled
to a number of votes that is equal to the total number of shares of Class A common stock of issuer for which Sprint
Ventures, Inc.’s limited partnership interest in VMU Opco is exchangeable.
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This Amendment No. 2 to Schedule 13D relates to shares of Class A common stock, $0.01 par
value (“Class A common stock”) of Virgin Mobile USA, Inc. (“issuer”). This Amendment No. 2
supplementally amends the initial statement on Schedule 13D, dated September 5, 2008 (the “Initial
Statement”) and Amendment No. 1 to Schedule 13D, dated December 5, 2008 (together with the Initial
Statement, the “Existing 13D”), filed by the Reporting Persons. Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to them in the Existing 13D. This
Amendment No. 2 is being made to reflect SK Telecom Co., Ltd.’s entering into a voting agreement
with Sprint Nextel Corporation (“Sprint Parent”) pursuant to which SK Telecom Co., Ltd. has agreed,
inter alia, to vote at least 7,735,790 of its shares of the issuer’s capital stock in favor of
adopting the Agreement and Plan of Merger (the “Merger Agreement”), dated July 27, 2009, by and
among the issuer, Sprint, Sprint Mozart, Inc. (“Merger Sub”) and approving the merger of Merger Sub
with and into the issuer (the “Merger”).
Item 2. Identity and Background.
Item 2 is amended and restated in its entirety as follows:
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(a) |
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Name and Place of Organization: |
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This statement is filed jointly by the following (each a “Reporting Person” and together the
“Reporting Persons”): |
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SK Telecom Co., Ltd. — Republic of Korea |
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Helio, Inc. — Delaware |
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Principal Office and Business Address: |
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SK Telecom Co., Ltd.
11 Euljiro 2-ga
Jung-gu, Seoul 100-999, Korea |
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Helio, Inc.
c/o SK Telecom Co., Ltd.
11 Euljiro 2-ga
Jung-gu, Seoul 100-999, Korea |
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(c) |
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Principal Business: |
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Wireless telecommunications provider. |
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(d) |
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Criminal Proceeding: |
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None of the Reporting Persons has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) during the past five years. |
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Civil Proceeding: |
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None of the Reporting Persons has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining further violations of, or
prohibiting or mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws during the last five years. |
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(f) |
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Citizenship: |
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Not applicable. |
The name, place of residence, present principal occupation or employment and citizenship of each
director and executive officer of the Reporting Persons are set forth in Schedule A, attached
hereto and incorporated by reference.
Effective December 5, 2008, SK Telecom, a wholly owned subsidiary of SK Telecom Co., Ltd. and a
Reporting Person under the Existing 13D, was dissolved and SK Telecom Co., Ltd. was assigned the
rights, and assumed the obligations, of SK Telecom under each of the agreements described in Item 6
of the Existing 13D and, effective December 30, 2008, was transferred and became the direct owner
of all of
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SK Telecom’s shares of Class A common stock of issuer and Series A preferred stock of issuer. As a
result, SK Telecom is no longer a Reporting Person hereunder.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is amended to add the following:
Effective December 5, 2008, SK Telecom, a wholly owned subsidiary of SK Telecom
Co., Ltd., was dissolved and SK Telecom Co., Ltd. was assigned the rights, and assumed the
obligations, of SK Telecom under each of the agreements described in Item 6 of the Existing 13D
and, effective December 30, 2008, was transferred and became the direct owner of all of SK
Telecom’s shares of Class A common stock of issuer and Series A preferred stock of issuer. No
additional consideration was paid by SK Telecom Co., Ltd. for the shares. All references to SK
Telecom in the Existing 13D shall be deemed to refer to SK Telecom Co., Ltd. (as successor to SK
Telecom).
Item 4. Purpose of Transaction.
Item 4 is amended to add the following:
Effective December 5, 2008, SK Telecom, a wholly owned subsidiary of SK Telecom Co., Ltd., was
dissolved and SK Telecom Co., Ltd. was assigned the rights, and assumed the obligations, of SK
Telecom under each of the agreements described in Item 6 of the Existing 13D and, effective
December 30, 2008, was transferred and became the direct owner of all of SK Telecom’s shares of
Class A common stock of issuer and Series A preferred stock of issuer. No additional consideration
was paid by SK Telecom Co., Ltd. for the shares. All references to SK Telecom in the Existing 13D
shall be deemed to refer to SK Telecom Co., Ltd. (as successor to SK Telecom).
Item 5. Interest in Securities of the Issuer.
Item 5 is amended and restated in its entirety as follows:
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(a) |
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aggregate number and percentage of class of securities: |
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See line 11 and line 13 of each cover page. |
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(b) (i) |
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sole power to vote or to direct the vote: |
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See line 7 of each cover page. |
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(ii) |
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shared power to vote or to direct the vote: |
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See line 8 of each cover page. |
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(iii) |
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sole power to dispose or to direct the disposition of: |
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See line 9 of each cover page. |
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(iv) |
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shared power to dispose or to direct the disposition of: |
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See line 10 of each cover page. |
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(c) |
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Other than as described in this Amendment No.2 to the
Existing 13D, there has been no transaction in
securities of the issuer by the Reporting Persons
during the last 60 days. |
(d) 9,668 shares of Class A common stock of issuer owned by Helio,
Inc. and 549,968.65 common units of VMU Opco (subsequently converted into
the same number of shares of Class A common stock of issuer) owned by SK
Telecom Co., Ltd. (as successor to SK Telecom) were released from escrow as
of December 2, 2008, following final determination that no working capital
adjustment would be made pursuant to the terms of the Transaction
Agreement. The remaining 19,337 shares of Class A common stock of issuer
owned by Helio, Inc. and 1,099,937.30 shares of Class A common stock of
issuer owned by SK Telecom Co., Ltd. (as successor to SK Telecom) will
continue to be held in escrow to satisfy certain obligations of Helio Inc.
and SK Telecom Co., Ltd. (as successor to SK Telecom), respectively,
pursuant to the terms of the Transaction Agreement and shall not be sold
until such time as they are released from such escrow arrangement (on or
about March 31, 2010) or are used to satisfy such obligations. The
Reporting Persons retain all voting power of such securities until such
time as they are released from the escrow arrangement.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer.
Item 6 is amended to add the following:
SK Telecom Co., Ltd. Voting Agreement
On July 27, 2009, SK Telecom Co., Ltd. entered into a voting agreement with Sprint
Parent pursuant to which SK Telecom Co., Ltd. has agreed, inter alia, to vote at least 7,735,790 of
its shares of the issuer’s capital stock in favor of adopting the Merger Agreement and approving
the Merger. The voting agreement between SK Telecom Co., Ltd. and the issuer is filed as Exhibit
99.10 hereto and is incorporated herein by reference.
Item 7. Materials to be filed as Exhibits.
Item 7 is amended to add the following:
Exhibit 99.10 — SK Telecom Co., Ltd. Voting Agreement
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Date:
July 29, 2009
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SK Telecom Co., Ltd.
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/s/ Tae Jin Park
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Name: |
Tae Jin Park |
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Title: |
Senior Vice President |
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Helio, Inc.
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/s/ Won Hee Sull
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Name: |
Won Hee Sull |
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Title: |
CEO |
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Schedule A
Board of Directors and Executive Officers
No person contained on this Schedule A has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) during the past five years.
No person contained on this Schedule A has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining further violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to
such laws during the last five years.
SK Telecom Co., Ltd.:
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Address |
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Office |
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Principal Occupation |
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Citizenship |
Man
Won Jung
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SK Telecom Co., Ltd.
11 Euljiro 2—ga
Jung-gu
Seoul 100-999 Korea
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President, CEO and
Representative
Director of SK
Telecom
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President, CEO and Representative
Director of
SK Telecom
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Korea |
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Jae
Won Chey
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SK Telecom Co., Ltd.
11 Euljiro 2—ga
Jung-gu
Seoul 100-999 Korea
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Chairman of the Board of Directors
of SK Telecom
Vice Chairman & CEO of SK Holdings
Vice Chairman & CEO of SK Gas
Vice Chairman & CEO of SK E&S
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Chairman of the Board of
Directors of SK Telecom
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Korea |
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Sung Min Ha
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SK Telecom Co., Ltd.
11 Euljiro 2—ga
Jung-gu
Seoul 100-999 Korea
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President of MNO Business of SK
Telecom
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President of MNO Business of SK
Telecom
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Korea |
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Hyun Chin Lim
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SK Telecom Co., Ltd.
11 Euljiro 2—ga
Jung-gu
Seoul 100-999 Korea
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Independent
Non-executive Director
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Dean, College of Social
Science, Seoul National
University
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Korea |
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Dal Sup Shim
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SK Telecom Co., Ltd.
11 Euljiro 2—ga
Jung-gu
Seoul 100-999 Korea
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Independent
Non-executive Director
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Auditor, Korea
Technology Corp.
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Korea |
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Address |
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Office |
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Principal Occupation |
Citizenship |
Rak Young Uhm
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SK Telecom Co., Ltd.
11 Euljiro 2—ga
Jung-gu
Seoul 100-999 Korea
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Independent
Non-executive Director
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Visiting Professor
Graduate School of
Public
Administration,
Seoul National
University
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Korea |
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Jay Young Chung
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SK Telecom Co., Ltd.
11 Euljiro 2—ga
Jung-gu
Seoul 100-999 Korea
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Independent
Non-executive Director
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Professor, Graduate
School of Business
Administration,
Sung Kyun Kwan
University
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Korea |
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Jae Ho Cho
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SK Telecom Co., Ltd.
11 Euljiro 2—ga
Jung-gu
Seoul 100-999 Korea
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Independent
Non-executive Director
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Professor of
Finance, College of
Business
Administration,
Seoul National
University
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Korea |
Helio, Inc.:
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| Name |
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Address |
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Office |
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Principal Occupation |
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Citizenship |
Kyong Mok Cho
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c/o SK Telecom Co.,
Ltd.
11 Euljiro 2—ga
Jung-gu
Seoul 100-999 Korea
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Director
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Executive Vice
President, SK Holdings
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Korea |
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Sky D. Dayton
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c/o SK Telecom Co.,
Ltd.
11 Euljiro 2—ga
Jung-gu
Seoul 100-999 Korea
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Director
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Entrepreneur
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US |
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Jin Woo So
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c/o SK Telecom Co.,
Ltd.
11 Euljiro 2—ga
Jung-gu
Seoul 100-999 Korea
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Director
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President, Global Management
Service of SK Telecom
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Korea |
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Sung Won Suh
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c/o SK Telecom Co.,
Ltd.
11 Euljiro 2—ga
Jung-gu
Seoul 100-999 Korea
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Director
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Senior Executive Vice
President, SK Telecom
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Korea |
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Wonhee Sull
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c/o SK Telecom Co.,
Ltd.
11 Euljiro 2—ga
Jung-gu
Seoul 100-999 Korea
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Director and President
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President of Helio, Executive
Vice
President SK Telecom
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Korea |
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