As filed with the Securities and Exchange Commission on January 22, 2018
Registration No. 333-189095
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 Number) |
12920 SE 38th Street
Bellevue, Washington 98006
(425) 378-4000
(Address of principal executive offices, including zip code)
LAYER3 TV, INC. 2013 STOCK PLAN
STOCK RESTRICTION AGREEMENTS BETWEEN LAYER3 TV, INC. AND CERTAIN EMPLOYEES
T-MOBILE US, INC. 2013 OMNIBUS INCENTIVE PLAN
(Full title of the plan)
J. Braxton Carter
12920 SE 38th Street
Bellevue, Washington 98006
(425) 378-4000
(Name, address and telephone number, including area code, of agent for service)
Copies to:
| Joel H. Trotter Latham & Watkins LLP 555 Eleventh Street, NW, Suite 1000 Washington, D.C. 20004 (202) 637-2200 |
Keith L. Halverstam Latham & Watkins LLP 885 Third Avenue New York, NY 10022 (212) 906-1200 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (File No. 333-189095) (the “Registration Statement”) of T-Mobile US, Inc. (the “Registrant”), which was filed with the Securities and Exchange Commission on June 4, 2013. The Registration Statement registered 63,275,000 shares of the Registrant’s Common Stock, $0.00001 par value per share, to be offered pursuant to the T-Mobile US, Inc. 2013 Omnibus Incentive Plan.
On November 9, 2017, a wholly owned subsidiary of the Registrant entered into the Agreement and Plan of Merger, by and among the subsidiary of the Registrant, Layer3 TV, Inc. (“Layer3”) and certain other parties named therein (the “Merger Agreement”) pursuant to which Layer3 would become a wholly owned subsidiary of the Registrant.
The purpose of this Post-Effective Amendment No. 1 is to add to the Registration Statement the following additional plans: (i) the Layer3 TV, Inc. 2013 Stock Plan, and (ii) stock restriction agreements between Layer3 and certain employees establishing restricted shares, both of which the Registrant will assume pursuant to the Merger Agreement. No additional securities are being registered hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits. |
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 of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington on January 22, 2018.
| T-MOBILE US, INC. | ||
| By: | /s/ J. Braxton Carter | |
| Name: | J. Braxton Carter | |
| Title: | Executive Vice President and Chief Financial Officer | |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| * John J. Legere |
President, Chief Executive Officer and Director (Principal Executive Officer) |
January 22, 2018 | ||
| /s/ J. Braxton Carter J. Braxton Carter |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
January 22, 2018 | ||
| /s/ Peter Osvaldik Peter Osvaldik |
Senior Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer) | January 22, 2018 | ||
| * Timotheus Höttges |
Chairman of the Board of Directors | January 22, 2018 | ||
| * W. Michael Barnes |
Director | January 22, 2018 | ||
|
Thomas Dannenfeldt |
Director | January 22, 2018 | ||
| * Srikant M. Datar |
Director | January 22, 2018 | ||
| * Lawrence H. Guffey |
Director | January 22, 2018 | ||
|
Bruno Jacobfeuerborn |
Director | January 22, 2018 | ||
| * Raphael Kübler |
Director | January 22, 2018 | ||
| * Thorsten Langheim |
Director | January 22, 2018 | ||
| * Teresa A. Taylor |
Director | January 22, 2018 | ||
| * Kelvin R. Westbrook |
Director | January 22, 2018 | ||
| * | By the following, as attorney-in-fact: |
| /s/ J. Braxton Carter |
| J. Braxton Carter, attorney-in-fact |