UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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) January 10, 2005
Nextel Partners, Inc.
Delaware
| 000-29633 | 91-1930918 | ||
| (Commission File Number) | (IRS Employer Identification No.) |
| 4500 Carillon Point Kirkland, Washington 98033 |
|||
| (Address of Principal Executive Offices) | (Zip Code) | ||
(425) 576-3600
Not Applicable
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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.02 Results of Operations and Financial Condition. | ||||||||
| Item 9.01 Financial Statements and Exhibits. | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT 99.1 | ||||||||
Item 2.02 Results of Operations and Financial Condition.
On January 10, 2005, Nextel Partners, Inc. (the “Company”) announced that on January 11, 2005 the Company will pre-announce key performance metrics expectations for its fourth quarter 2004 at the Smith Barney Citigroup 15th Annual Global Entertainment, Media & Telecommunications Conference in Phoenix, Arizona. A copy of the Company’s press release discussing this announcement, the financial results and certain other information is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by this reference.
The information in this report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
The information presented in the attached press release includes financial information prepared in accordance with generally accepted accounting principles in the U.S., or GAAP, as well as other financial measures that may be considered non-GAAP financial measures, including ARPU. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. As described more fully in the attached press release, management believes these non-GAAP measures provide meaningful additional information about the Company’s performance. The non-GAAP financial measures should be considered in addition to, but not as a substitute for, the information prepared in accordance with GAAP. Reconciliations from GAAP results to the non-GAAP financial measures are provided in the attached press release.
Item 9.01 Financial Statements and Exhibits.
(c) The following exhibit is furnished with this Form 8-K pursuant to Item 2.02:
| Exhibit No. | Description | ||
| 99.1 | Press release, dated January 10, 2005, issued by Nextel Partners, Inc. | ||
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.
| NEXTEL PARTNERS, INC. | |||||||||||
Date: |
January 10, 2005 | /s/ Barry Rowan | |||||||||
| Barry Rowan, Vice President, |
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| Chief Financial Officer and Treasurer | |||||||||||