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UNITED STATES
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): June 8, 2005


NII HOLDINGS, INC.

(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction
of incorporation)
  000-32421
(Commission File Number)
  91-1671412
(I.R.S. Employer
Identification No.)
     
10700 Parkridge Boulevard, Suite 600
Reston, Virginia

(Address of principal executive offices)
  20191
(Zip Code)

Registrant’s telephone number, including area code: (703) 390-5100

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 


 

Item 3.02 Unregistered Sales of Equity Securities.

     On June 8, 2005, we entered into an agreement with a holder of $40.0 million in principal amount of our 3.5% Convertible Notes due 2033 to convert such Notes into 1,500,000 shares of our common stock, par value $0.001 per share, pursuant to the terms of the Indenture dated as of September 16, 2003 between us and Wilmington Trust Company. As we have previously reported, the Notes, which we issued initially in 2003 and which were not convertible at that time, are currently convertible pursuant to the terms of the Indenture. In consideration for such conversion, we made a cash payment of approximately $4.4 million to the holder. Our issuance of the shares of common stock in this transaction was made pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended. The conversion occurred on June 10, 2005.

 


 

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.

         
  NII HOLDINGS, INC.
(Registrant)
 
 
Dated: June 10, 2005  By:   /s/ Robert J. Gilker    
    Robert J. Gilker   
    Vice President and General Counsel