As filed with the Securities and Exchange Commission on June 4, 2013

Registration No. 333-142007

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

T-Mobile US, Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

DELAWARE		20-0836269
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

12920 SE 38th Street

Bellevue, Washington

98006-1350

(Address of principal executive offices, including zip code)

METROPCS COMMUNICATIONS, INC. AMENDED AND RESTATED 2004 EQUITY INCENTIVE COMPENSATION PLAN

SECOND AMENDED AND RESTATED 1995 STOCK OPTION PLAN OF METROPCS, INC.

(Full title of the plan)

David A. Miller

12920 SE 38th Street

Bellevue, Washington 98006-1350

(425) 378-4000

(Name, address and telephone number, including area code, of agent for service)

 

 

Copy to:

J. Sue Morgan

Eric A. DeJong

Perkins Coie LLP

1201 Third Avenue, Suite 4900

Seattle, Washington 98101

(206) 359-8000

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer		x		Accelerated filer		¨
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

 

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EXPLANATORY STATEMENT

DEREGISTRATION OF SECURITIES

T-Mobile US, Inc., formerly known as MetroPCS Communications, Inc., (the “Registrant”) is filing this post-effective amendment to deregister certain of the securities originally registered by the Registrant pursuant to the Registration Statement on Form S-8 (File No. 333-142007), filed with the Securities and Exchange Commission on April 10, 2007 (the “Registration Statement”), which registered 20,240,064 (after giving effect to the reverse stock split consummated by the Registrant on April 30, 2013) shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) issuable under the terms of the MetroPCS Communications, Inc. Amended and Restated 2004 Equity Incentive Compensation Plan (the “2004 Plan”).

The 2004 Plan was frozen upon stockholder approval of the Registrant’s 2013 Omnibus Incentive Plan on June 4, 2013, and as of the date of this filing no new awards will be granted under the 2004 Plan. Accordingly, the Registrant hereby deregisters 173,297 (after giving effect to the reverse stock split consummated by the Registrant on April 30, 2013) shares of the Registrant’s Common Stock issuable under the 2004 Plan and previously registered on the Registration Statement that have not been and will not be issued under the 2004 Plan.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on June 4, 2013.

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to Registration Statement has been signed by the following persons in the capacities indicated below on June 4, 2013.

 

Signature		Title
/s/ JOHN J. LEGERE John J. Legere		President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ J. BRAXTON CARTER J. Braxton Carter		Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ TIMOTHEUS HÖTTGES Timotheus Höttges		Director and Chairman of the Board of Directors
/s/ RAPHAEL KÜBLER Raphael Kübler		Director
/s/ THORSTEN LANGHEIM Thorsten Langheim		Director
/s/ LAWRENCE H. GUFFEY Lawrence H. Guffey		Director
/s/ RENÉ OBERMANN René Obermann		Director
/s/ W. MICHAEL BARNES W. Michael Barnes		Director
/s/ JAMES N. PERRY, JR. James N. Perry, Jr.		Director
/s/ SRIKANT M. DATAR Srikant M. Datar		Director
/s/ TERESA A. TAYLOR Teresa A. Taylor		Director
/s/ KELVIN R. WESTBROOK Kelvin R. Westbrook		Director
/s/ Michael J. Morgan Michael J. Morgan		Senior Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer)