-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M0G0b5YTknN/bgMJOf97SMY84PiR+Rq3RGk5Yc1DpIefbZ7xrFUBaoAK1yGKvvCa hH+LhkNZmQXIuX7OjYaeRg== 0001140223-06-000066.txt : 20060525 0001140223-06-000066.hdr.sgml : 20060525 20060525134535 ACCESSION NUMBER: 0001140223-06-000066 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060525 DATE AS OF CHANGE: 20060525 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UBIQUITEL INC CENTRAL INDEX KEY: 0001108487 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 233017909 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60597 FILM NUMBER: 06866601 BUSINESS ADDRESS: STREET 1: 1 BALA PLAZA SUITE 402 CITY: BALA CYNWYD STATE: PA ZIP: 19004 BUSINESS PHONE: 6106609510 MAIL ADDRESS: STREET 1: 1 BALA PLAZA SUITE 402 CITY: BALA CYNWUD STATE: PA ZIP: 19004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DEEPHAVEN CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001140223 IRS NUMBER: 411908497 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 130 CHESHIRE LANE SUITE 102 CITY: MINNETONKA STATE: MN ZIP: 55305 BUSINESS PHONE: 9522495500 SC 13D/A 1 form13adubiquitel.txt ------------------------------- OMB APPROVAL ------------------------------- OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response ......... 15 ------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. __________ )(1) UbiquiTel Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 903474302 - -------------------------------------------------------------------------------- (CUSIP Number) Deephaven Capital Management LLC Attn: Thomas Wagner 130 Cheshire Lane, Suite 102 Minnetonka, MN 55305 952-249-5657 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 24, 2006 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of Pages) - ---------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 903474302 13D Page___ of __ Pages This Amendment No. 1 relates to the Schedule 13D filed with the Securities and Exchange Commission on May 11, 2006 by Deephaven Capital Management LLC ("Deephaven"), a Delaware limited liability company and Deephaven Event Trading Ltd. (the "Event Fund"), a Cayman Islands exempted company (collectively the "Reporting Person"), relating to the common stock of UbiquiTel Inc. ________________________________________________________________________________ Item 4. Purpose of Transaction. Item 4. is hereby amended and supplemented by adding thereto the following: On May 24, 2006, the Reporting Person delivered an additional letter to the Board, which included a proposal containing a slate of nominees to the Board of Directors to be presented at the upcoming annual meeting. The Reporting Person is nominating the follwoign persons (the "Nominees") for the election to the Board at the annual meeting: Edmond J. Thomas Matthew Halbower Mark H. Rose Edmond J. Thomas Mr. Thomas has been a policy advisor and partner at Harris, Wiltshire & Grannis, LLP since September 2005. From February 2002 to June 2005, he served as the Chief Engineer of the Federal Communications Commission. From March 2000 to February 2002, Mr. Thomas served as President and CEO of MMRadiolink, a manufacturer of millimeter wave digital radio equipment based in the U.K. From March 1998 to June 1999, Mr. Thomas served as President and CEO of RSL USA, an international telecommunications company and prior to that he was President of Science and Technology at Bell Atlantic. He has also served on the academic advisory boards of the University of Colorado, the Polytechnic University and the State University of New York College of Technology. Mr. Thomas is 63 years old. In connection with Mr. Thomas' service as a Nominee, Deephaven Capital Management LLC entered into an Indemnification Agreement and a Retention Agreement with Mr. Thomas, each dated as of May 24, 2006. The Indemnification Agreement provides that Deephaven Capital Management will indemnify Mr. Thomas against all costs, judgments, penalties, fines, liabilities, amounts paid in settlement by or on behalf of Mr. Thomas, and expenses incurred by Mr. Thomas in connection with any proceeding by reason of the fact that Mr. Thomas is or was serving at the request of Deephaven Capital Management as a Nominee. The Indemnification Agreement only covers Mr. Thomas' service as a Nominee and not, if elected, as a director of the Company. The Retention Agreement provides for compensation to Mr. Thomas in the amount of $25,000 for his agreeing to serve as a Nominee. The compensation provided by the Retention Agreement is only for service as a Nominee and not, if elected, as a director of the Company. Matthew Halbower Mr. Halbower has been a portfolio manager at Deephaven Capital Management LLC since November 2001 and the portfolio manager of Deephaven Event Trading Ltd. since April 2004. From January 2000 to July 2001, he was a portfolio manager at Citadel Investment Group. Mr. Halbower is 37 years old. As an employee of Deephaven Capital Management, Mr. Halbower is entitled to indemnification from Deephaven Capital Management in connection with any proceeding by reason of the fact that Mr. Halbower is or was serving at the request of Deephaven Capital Management as a Nominee. Mr. Halbower does not directly own any shares of common stock of the Company. However, because of his position at Deephaven Capital Management, as described above, Mr. Halbower may be deemed to be an indirect beneficial owner of the Shares. Mark H. Rose Mr. Rose has been a research analyst and assistant portfolio manager at Deephaven Capital Management LLC since February 2005. He was a research analyst and fund manager at Providence Capital from August 2003 to February 2005. From June 2002 to August 2003, Mr. Rose was a credit derivative sales specialist at Goldman, Sachs & Co. From September 1999 to June 2002, he was a research analyst covering the telecommunications industry at Goldman, Sachs. Mr. Rose is 39 years old. As an employee of Deephaven Capital Management, Mr. Rose is entitled to indemnification from Deephaven Capital Management in connection with any proceeding by reason of the fact that Mr. Rose is or was serving at the request of Deephaven Capital Management as a Nominee. Mr. Rose does not directly own any shares of Common Stock of the Company. However, because of his position at Deephaven Capital Management, as described above, Mr. Rose may be deemed to be an indirect beneficial owner of the Shares. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. May 25, 2006 ________________________________________ (Date) /s/ Thomas Wagner ________________________________________ (Signature) Chief Compliance Officer ________________________________________ (Name/Title) Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). EX-99 2 ubiquiteltr9.txt LTR TO BRD OF UBIQUITEL - NOMINATION OF DIRECTORS Deephaven Capital Management LLC 130 Cheshire Lane, Suite 102 Minnetonka, MN 55305 May 24, 2006 UbiquiTel Inc. One West Elm Street Suite 400 Conshohocken, PA 19428 Attn: Patricia E. Knese, Secretary Re: Notice of Director Nominations for the 2006 Annual Meeting of Stockholders Dear Ms. Knese: Deephaven Event Trading Ltd., Deephaven Distressed Opportunities Trading Ltd. and MA Deep Event Ltd. (collectively, 'Deephaven') beneficially own, as of the date hereof, an aggregate of 16,484,302 shares of common stock (the "Shares") of UbiquiTel Inc. (the "Company"), which are held in record name by Cede & Co., the nominee of the Depository Trust Company ("DTC"). As of the date hereof, Deephaven and certain of its affiliates are the beneficial owner of an aggregate of 16,977,417 shares of the common stock of the Company. As of May 11, 2006, the record date for the Annual Meeting (as defined below) (the "Record Date"), Deephaven beneficially owned an aggregate of 15,982,899 shares of common stock (the "Record Date Shares") of the Company, which were held in record name by Cede & Co., the nominee of the DTC. As of the Record Date, Deephaven and certain of its affiliates were the beneficial owner of an aggregate of 16,476,014 shares of the common stock of the Company. A letter from Deutsche Bank Securities Inc. ("Deutsche Bank") confirming the number of shares of the Company's common stock beneficially owned by each Deephaven entity and held in Deutsche Bank's DTC participant account as of the date hereof and as of the Record Date is attached hereto. In accordance with the relevant provisions of the Amended and Restated Bylaws of the Company (the "Bylaws"), Deephaven, as beneficial owner of the Shares, does hereby provide notice (the "Notice") to the Company that it is nominating the individuals set forth herein for election to the Board of Directors of the Company (the "Board") at the 2006 Annual Meeting of Stockholders or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the "Annual Meeting") to replace directors whose terms are then ending. In connection with a stockholder providing notice to the Company of its intent to nominate a director to the Board, Section 6(c) of Article I of the Bylaws provides: To be timely, a stockholder's notice must be delivered or mailed to and received at the principal executive offices of the corporation not less than forty five days nor more than seventy five days prior to the first anniversary of the date on which the proxy materials for the previous year's annual meeting of stockholders was mailed. If the date of an annual meeting of stockholders is more than thirty days before or more than thirty days after the date of the first anniversary of the previous year's annual meeting of stockholders, then a stockholder's notice is timely if delivered or mailed to and received not less than ninety days prior to the date of the annual meeting; provided, however, that in the event that less than one hundred days' notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be received not later than the close of business on the tenth day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made. The Annual Meeting is currently scheduled for June 27, 2006, and the Company first publicly disclosed the date of the Annual Meeting when it filed its Proxy Statement on Schedule 14A on May 15, 2006. Because the Company provided less than one hundred days' notice of the date of the Annual Meeting to stockholders, Section 6(c) of Article I of the Bylaws requires only that any stockholder notice be received by the Company no later than the close of business on the tenth day following the day on which notice of the Annual Meeting was first publicly disclosed. Thus, in fulfillment of the requirements of Section 6(c) of Article I of the Bylaws, this Notice is being provided to the Company prior to the close of business on May 25, 2006. You are hereby notified, in fulfillment of the requirements of Section 6(c) of Article I of the Bylaws, that Deephaven is nominating the following persons (the "Nominees") for election to the Board at the Annual Meeting: 1 Edmond J. Thomas 2 Matthew Halbower 3 Mark H. Rose Information for each of the Nominees is included in Attachment A to this Notice. Deephaven represents that it intends to appear in person or by proxy at the Annual Meeting and nominate the Nominees. Written consent from each Nominee to be named in a proxy statement and to serve as a director is included in Attachment B to this Notice. Mr. Halbower is currently employed as a Portfolio Manager for Deephaven Capital Management LLC and Mr. Rose is currently employed as a Research Analyst and Assistant Portfolio Manager for Deephaven Capital Management LLC. In fulfillment of the requirements of Section 6(c) of Article I of the Bylaws, Deephaven hereby provides the following information: Cede & Co., the nominee of DTC, is the record holder as of the date hereof for the Shares and was the record holder as of the Record Date for the Record Date Shares. The Shares are held in Deutsche Bank's DTC participant account and Deutsche Bank's address is 60 Wall Street, New York, NY 10005. This Notice fully complies with the applicable provisions of the Bylaws. Any claim that this Notice is in any way defective or deficient, and all further correspondence on this matter, should be addressed to Matthew Halbower, Deephaven Capital Management LLC, 130 Cheshire Lane, Suite 102, Minnetonka, MN 55305, Tel: (952) 249-5510, Fax: (952) 249-5316 so that there is adequate opportunity to address such claim in a timely fashion. Very truly yours, DEEPHAVEN EVENT TRADING LTD. By: \s\ Matthew Halbower Name: Matthew Halbower Title: Portfolio Manager DEEPHAVEN DISTRESSED OPPORTUNITIES TRADING LTD. By: \s\ Matthew Halbower Name: Matthew Halbower Title: Portfolio Manager MA DEEP EVENT LTD. By: \s\ Matthew Halbower Name: Matthew Halbower Title: Portfolio Manager Attachment A Nominee Information Edmond J. Thomas Mr. Thomas has been a policy advisor and partner at Harris, Wiltshire & Grannis, LLP since September 2005. From February 2002 to June 2005, he served as the Chief Engineer of the Federal Communications Commission. From March 2000 to February 2002, Mr. Thomas served as President and CEO of MMRadiolink, a manufacturer of millimeter wave digital radio equipment based in the U.K. From March 1998 to June 1999, Mr. Thomas served as President and CEO of RSL USA, an international telecommunications company and prior to that he was President of Science and Technology at Bell Atlantic. He has also served on the academic advisory boards of the University of Colorado, the Polytechnic University and the State University of New York College of Technology. Mr. Thomas is 63 years old. In connection with Mr. Thomas' service as a Nominee, Deephaven Capital Management LLC entered into an Indemnification Agreement and a Retention Agreement with Mr. Thomas, each dated as of May 24, 2006. The Indemnification Agreement provides that Deephaven Capital Management will indemnify Mr. Thomas against all costs, judgments, penalties, fines, liabilities, amounts paid in settlement by or on behalf of Mr. Thomas, and expenses incurred by Mr. Thomas in connection with any proceeding by reason of the fact that Mr. Thomas is or was serving at the request of Deephaven Capital Management as a Nominee. The Indemnification Agreement only covers Mr. Thomas' service as a Nominee and not, if elected, as a director of the Company. The Retention Agreement provides for compensation to Mr. Thomas in the amount of $25,000 for his agreeing to serve as a Nominee. The compensation provided by the Retention Agreement is only for service as a Nominee and not, if elected, as a director of the Company. Matthew Hallbower Mr. Halbower has been a portfolio manager at Deephaven Capital Management LLC since November 2001 and the portfolio manager of Deephaven Event Trading Ltd. since April 2004. From January 2000 to July 2001, he was a portfolio manager at Citadel Investment Group. Mr. Halbower is 37 years old. As an employee of Deephaven Capital Management, Mr. Halbower is entitled to indemnification from Deephaven Capital Management in connection with any proceeding by reason of the fact that Mr. Halbower is or was serving at the request of Deephaven Capital Management as a Nominee. Mr. Halbower does not directly own any shares of common stock of the Company. However, because of his position at Deephaven Capital Management, as described above, Mr. Halbower may be deemed to be an indirect beneficial owner of the Shares. Mark H. Rose Mr. Rose has been a research analyst and assistant portfolio manager at Deephaven Capital Management LLC since February 2005. He was a research analyst and fund manager at Providence Capital from August 2003 to February 2005. From June 2002 to August 2003, Mr. Rose was a credit derivative sales specialist at Goldman, Sachs & Co. From September 1999 to June 2002, he was a research analyst covering the telecommunications industry at Goldman, Sachs. Mr. Rose is 39 years old. As an employee of Deephaven Capital Management, Mr. Rose is entitled to indemnification from Deephaven Capital Management in connection with any proceeding by reason of the fact that Mr. Rose is or was serving at the request of Deephaven Capital Management as a Nominee. Mr. Rose does not directly own any shares of Common Stock of the Company. However, because of his position at Deephaven Capital Management, as described above, Mr. Rose may be deemed to be an indirect beneficial owner of the Shares. *Except as set forth above, the information called for by the other relevant items of Regulation 14A is "not applicable" or "none," as appropriate, for each of the Nominees. Attachment B Nominee Consents See attached. WRITTEN CONSENT OF NOMINEE TO BE NAMED IN A PROXY STATEMENT AND TO SERVE AS A DIRECTOR I, Edmond J. Thomas, hereby consent to being named as a nominee for the Board of Directors of UbiquiTel Inc. (the "Company") with any proxy, consent or information statement issued relating to the election of directors of the Company at the 2006 Annual Meeting or otherwise. Furthermore, I agree to serve as a director of the Company is so elected. Dated as of this 24th day of May, 2006. \s\ Edmond J. Thomas Edmond J. Thomas WRITTEN CONSENT OF NOMINEE TO BE NAMED IN A PROXY STATEMENT AND TO SERVE AS A DIRECTOR I, Matthew Halbower, hereby consent to being named as a nominee for the Board of Directors of UbiquiTel Inc. (the "Company") with any proxy, consent or information statement issued relating to the election of directors of the Company at the 2006 Annual Meeting or otherwise. Furthermore, I agree to serve as a director of the Company is so elected. Dated as of this 24th day of May, 2006. \s\ Matthew Halbower Matthew Halbower WRITTEN CONSENT OF NOMINEE TO BE NAMED IN A PROXY STATEMENT AND TO SERVE AS A DIRECTOR I, Mark H. Rose, hereby consent to being named as a nominee for the Board of Directors of UbiquiTel Inc. (the "Company") with any proxy, consent or information statement issued relating to the election of directors of the Company at the 2006 Annual Meeting or otherwise. Furthermore, I agree to serve as a director of the Company is so elected. Dated as of this 24th day of May, 2006. \s\ Mark H. Rose__ Mark H. Rose Deutsche Bank May 24, 2006 Deephaven Event Trading Ltd. Deephaven Distressed Opportunities Trading Ltd. MA Deep Event Ltd. c/o Deephaven Capital Management LLC 130 Cheshire Lane, Suite 102 Minnetonka, MN 55305 Attn: Mark Rose Re: UbiquiTel Inc. Dear Mr. Rose: In response to your recent request, please find a list of Deephaven legal entities, their respective Deutsche Bank prime brokerage custody account numbers and the number of shares of UbiquiTel Inc. common stock beneficially owned by such entity and held in Deutsche Bank's DTC account as of May 24, 2006: Legal Entity Account Number Number of Shares Deephaven Distressed Opportunities Trading Ltd. 10600712 4,063,550 Deephaven Event Trading Ltd. 10600727 11,329,796 MA Deep Event Ltd. 10600738 1,090,956 In addition, please find a list of Deephaven legal entities, their respective Deutsche Bank prime brokerage custody account numbers and the number of shares of UbiquiTel Inc. common stock beneficially owned by such entity and held in Deutsche Bank's DTC account as of May 11, 2006: Legal Entity Account Number Number of Shares Deephaven Distressed Opportunities Trading Ltd. 10600712 3,930,972 Deephaven Event Trading Ltd. 10600727 10,991,079 MA Deep Event Ltd. 10600738 1,060,848 If you have any further questions regarding the foregoing, please contact Timothy Lennon at (212) 250-5287. Very truly yours, Deutsche Bank Securities Inc. By: /s/ Timothy J. Lennon _______________________________ Name: Timothy J. Lennon Title: Vice President/GPS -----END PRIVACY-ENHANCED MESSAGE-----