www.sec.gov/Archives/edgar/data/1108487/0000912057-01-5 -
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Published on: 7/16/2001
Last Visited: 6/26/2002
The additional Class II director nominee is Matthew Boos, currently the Secretary-Treasurer of VIA Wireless and a member of its members committee.Under the merger agreement, UbiquiTel has agreed to nominate a designee of VIA Wireless to serve as a Class II director subject to the completion of the mergers. The election of Mr. Boos as a Class II director is conditioned on the approval of the issuance of the shares in the mergers and the closing of the mergers.If Mr. Boos is elected as a Class II director, he will not be permitted to serve as such unless and until the mergers are completed. The affirmative vote of a plurality of the votes cast, either in person or by proxy, at the annual meeting by the holders of the shares of UbiquiTel common stock entitled to vote at the meeting is required for the election of the Class II director nominee. UbiquiTel's board of directors recommends shareholders vote "FOR" the election of this nominee as a Class II director. AMENDMENT TO UBIQUITEL'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (page 180) At the annual meeting, UbiquiTel shareholders will also be asked to approve an amendment to UbiquiTel's amended and restated certificate of incorporation to increase the number of shares of UbiquiTel common stock to 240,000,000 from 100,000,000. Approval is required under the Delaware General Corporation Law.We have attached a form of the proposed amendment as Annex B to this proxy statement and encourage you to review it.
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Representatives of UbiquiTel did not subsequently hear from VIA Wireless until mid-September 2000, when representatives of Robinson-Humphrey contacted Credit Suisse First Boston, and David Nelson, President of VIA Wireless and a member of its members committee, and Matthew Boos, Secretary-Treasurer of VIA Wireless and a member of its members committee, called Mr. Buffmire to advise UbiquiTel that the period of exclusive negotiations with the third party had passed without the execution of a definitive agreement and that VIA Wireless would be interested in exploring a possible transaction with UbiquiTel.
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Nelson and Boos considered UbiquiTel to be an attractive potential buyer since it was publicly-traded, it was one of the largest Sprint PCS affiliates and it operated in markets that were proximate to VIA Wireless' markets.
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Nelson, Boos and Delwyn Williams, Chairman of VIA Wireless and a member of its members committee, on behalf of VIA Wireless, along with representatives of Credit Suisse First Boston and Robinson-Humphrey and legal counsel for UbiquiTel and VIA Wireless, to discuss the structure of a possible transaction and to identify the significant issues relating to the structure including, in particular, tax issues arising as a result of the operating and capital structure of VIA Wireless as a limited liability company and the desire of the parties to consider a tax free reorganization as part of the transaction.
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On November 2, 2000, Mr. Boos attended the grand opening of the Reno, Nevada network of UbiquiTel.At this time, he met with various members of the management team of UbiquiTel, including Messrs.
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Nelson, Boos and Williams and representatives of Robinson-Humphrey and Morris, Manning and Martin on behalf of VIA Wireless attended a meeting at UbiquiTel's headquarters in Conshohocken, Pennsylvania with Messrs.
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We have agreed to appoint Matthew J. Boos to our board of directors at or prior to the closing date of the mergers.Mr. Boos is the Secretary-Treasurer of VIA Wireless and a member of its members committee, and the general manager of The Ponderosa Telephone Co., which is the sole stockholder of Ponderosa Cellular 4, Inc., one of the members of VIA Wireless.Mr. Boos is the Class II director nominee that UbiquiTel shareholders are being asked to elect at the annual meeting.Additional information on Mr. Boos is set forth under "Proposal 4: Election of Class II Director Subject to VIA Wireless Acquisition." Credit Suisse First Boston, which as of March 23, 2001, through Donaldson, Lufkin & Jenrette Merchant Banking Partners II, L.P., owned and was entitled to vote 4,323,995 shares of our common stock, or approximately 7% of the shares of our common stock outstanding on that date, served as our financial advisor with respect to the mergers.Credit Suisse First Boston also holds a warrant to purchase 86,183 shares of our common stock.In connection with its services as financial advisor, Credit Suisse First Boston is entitled to receive an aggregate fee equal to $2.5 million, a portion of which we paid in connection with their delivery of the fairness opinion, and the balance of which we will pay upon completion of the mergers.
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Under the terms of the merger agreement, the board of directors has nominated Matthew J. Boos, currently the Secretary-Treasurer of VIA Wireless and a member of its members committee, for election at the annual meeting as a Class II director, for a one-year term expiring at our 2002 annual shareholders' meeting.UbiquiTel shareholders are being asked at the annual meeting to elect him as a Class II director under "Proposal 4: Election of Class II Director Subject to VIA Wireless Acquisition." CLASS III DIRECTORS.Messrs.
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