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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): AUGUST 24, 2000
NEXTEL PARTNERS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 333-95473 91-1930918
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
4500 CARILLON POINT
KIRKLAND, WASHINGTON 98033
(425) 576-3600
(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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ITEM 5. OTHER EVENTS.
On August 21, 2000, 14,458,748 shares of Class A Common Stock of Nextel
Partners, Inc. (the "Company") became eligible for immediate sale in the public
market under Rule 144 upon the expiration of 180-day lock-up agreements,
compared to 11,152,780 shares as reported in the Company's S-1 Registration
Statement effective February 22, 2000 (the "Registration Statement"). All of the
additional 3,305,968 shares are held by Motorola, Inc. ("Motorola"), and any
sales of shares of the Company's Class A Common Stock by Motorola are subject to
certain transfer restrictions contained in the Company's shareholders'
agreement. On August 21, 2001, as a result of pre-funding of stock purchase
commitments by certain stockholders of the Company, 67,428,884 shares will
become eligible for immediate sale in the public market under Rule 144 upon the
expiration of an 18-month lock-up agreement, compared to 67,155,600 shares as
reported in the Registration Statement. Moreover, on September 9, 2001, December
31, 2001 and September 9, 2002, 1,201,006 shares, 6,435,742 shares and 1,201,006
shares, respectively, will become eligible for immediate sale in the public
market under Rule 144, compared to 6,299,446 shares, 31,286,644 shares and
6,299,446 shares, respectively, as reported in the Registration Statement. Under
the terms of the Company's shareholders' agreement, certain stockholders are
prohibited from transferring their shares until the Company achieves two
consecutive quarters of positive EBITDA. As a result, the Company currently
anticipates that an additional 31,468,530 shares will become eligible for
immediate sale in the public market under Rule 144 after December 31, 2002.
However, the Company can make no assurance that it will achieve or sustain
positive EBITDA in the future.
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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: August 24, 2000 By: /s/ Donald Manning
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Donald Manning
Vice President, General Counsel
and Secretary
