Item 2.02. Results of Operation and Financial Condition.
On July 26, 2012 Clearwire Corporation (the "Company") issued a press release
announcing its financial results for the second quarter ended June 30, 2012. A
copy of the Company's press release is attached as Exhibit 99.1 to this Form
8-K.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 24, 2012, the Board of Directors of Clearwire Corporation (the
"Company") appointed Slade Gorton as a director of the Company, with the
appointment effective immediately. The nomination of Mr. Gorton was made
pursuant to the terms of the Equityholders' Agreement dated November 28, 2008 by
and among the Company and certain strategic investors. A copy of the Company's
press release is attached as Exhibit 99.2 to this Form 8-K.
Mr. Gorton, age 84, has served as a director of Microvision, Inc. since
September 2003 and currently serves as Chairman of the Board and Lead
Independent Director. Mr. Gorton was recently Of Counsel at the law firm of K&L
Gates, LLP and is currently serving as a consultant to the firm. Prior to
joining the firm, he represented Washington State in the United States Senate
for 18 years. Mr. Gorton began his political career in 1958 as a Washington
State Representative and went on to serve as State House Majority Leader. Mr.
Gorton served as Attorney General of Washington from 1969-1981, and during that
time, he argued 14 cases before the United States Supreme Court. After leaving
the Senate, Mr. Gorton served as a Commissioner on the National Commission on
Terrorist Attacks Upon the United States ("9-11 Commission"); as a member of the
National War Powers Commission and is Co-Chairman of the National Transportation
Policy Project. Mr. Gorton also served in the U.S. Army, U.S. Air Force, and the
U.S. Air Force Reserves. From his positions as an attorney, in business and
government, Mr. Gorton brings expertise in legal matters, corporate governance
and general leadership.
Item 7.01. Regulation FD Disclosure
On May 4, 2012 the Company announced that it had entered into a controlled
equity offering sales agreement with Cantor Fitzgerald & Co. Pursuant to this
agreement, the Company issued 48,433,400 shares of its Class A Common Stock with
aggregate gross sales proceeds of $59,652,875 during the second quarter of 2012.
On July 26, 2012 the Company announced that it has elected to cease further
sales under this facility.
Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.
(d) Exhibits.
Exhibit
No. Description of Exhibit
99.1 Earnings Press Release dated July 26, 2012
99.2 Appointment of Slade Gorton Press Release dated July 26, 2012
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this Current Report on Form 8-K to be signed on its behalf by
the undersigned, hereunto duly authorized.
CLEARWIRE CORPORATION
Dated: July 26, 2012 By: /s/ Hope F. Cochran
Hope F. Cochran
Chief Financial Officer