As
filed with the Securities and Exchange Commission on February 13, 2008.
Registration No. 333-110980
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Post-effective Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
NII HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
| |
|
|
| Delaware
|
|
91-1671412 |
| (State or Other Jurisdiction of
|
|
(I.R.S. Employer |
| Incorporation or Organization)
|
|
Identification Number) |
10700 Parkridge Boulevard, Suite 600
Reston, Virginia 20191
(703) 390-5100
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices)
| |
|
|
| Gary D. Begeman, Esquire
|
|
Copies of Communications to: |
| Vice President, General Counsel and Secretary
|
|
Charles W. Kemp, Esquire |
| NII Holdings, Inc.
|
|
Williams Mullen |
| 10700 Parkridge Boulevard, Suite 600
|
|
A Professional Corporation |
| Reston, Virginia 20191
|
|
1021 East Cary Street |
| (703) 390-5100
|
|
Richmond, Virginia 23219 |
| (Name, Address, Including Zip Code, and Telephone
|
|
(804) 643-1991 |
| Number, Including Area Code, of
Agent For Service) |
|
|
Approximate date of commencement of proposed sale to the public: Not applicable.
If the only securities being registered on this Form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box. o
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, check the following box.
o
If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. o
If this Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
This Post-effective Amendment No. 1 to Registration Statement on Form S-3 (No. 333-110980)
shall hereafter become effective in accordance with the provisions of Section 8(c) of the
Securities Act of 1933, as amended.
DEREGISTRATION OF SECURITIES
This Post-effective Amendment No. 1 to the Registration Statement on Form S-3 (File No.
333-110980) (the “Registration Statement”) is being filed by NII Holdings, Inc. (the “Company”) to
deregister all of its 3.5% Convertible Senior Debentures due 2033 (the “Debentures”) and shares of
Company common stock issuable upon conversion of the Debentures that have not been resold by
holders of such securities through the Registration Statement as of the effective date of this
Post-effective Amendment No. 1. The Company’s obligation to maintain the effectiveness of the
Registration Statement has expired pursuant to the terms of that certain Registration Rights
Agreement, dated September 16, 2003, among the Company and the initial purchasers of the
Debentures.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this Amendment to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the County of Fairfax, Commonwealth of
Virginia, on this 12th day of February, 2008.
| |
|
|
|
|
| |
NII HOLDINGS, INC.
|
|
| |
By: |
/s/ Gary D. Begeman
|
|
| |
|
Gary D. Begeman |
|
| |
|
Vice President, General Counsel and Secretary |
|
| |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment to the
Registration Statement has been signed by the following persons in the capacities and on the dates
indicated.
| |
|
|
|
|
| Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Steven M. Shindler
Steven M. Shindler
|
|
Executive Chairman and
Chairman of the Board of Directors
|
|
February 12,
2008 |
|
|
|
|
|
/s/ Steven P. Dussek
Steven P. Dussek
|
|
Chief Executive Officer and
Director
(Principal Executive Officer)
|
|
February 12,
2008 |
|
|
|
|
|
/s/ Gokul Hemmady
Gokul Hemmady
|
|
Vice President and
Chief Financial Officer
(Principal Financial Officer)
|
|
February 12,
2008 |
|
|
|
|
|
/s/ Daniel E. Freiman
Daniel E. Freiman
|
|
Vice President and Controller
(Principal Accounting Officer)
|
|
February 12,
2008 |
|
|
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
/s/ John Donovan
John Donovan
|
|
Director
|
|
February 12, 2008 |
|
|
|
|
|
|
|
Director
|
|