SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
Under the Securities Exchange Act of 1934
(Amendment No. )*
SunCom Wireless Holdings, Inc.
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(Name of Issuer)
Class A Common Stock, par value $0.01 per share
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(Title of Class of Securities)
86722Q108
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(CUSIP Number)
Michael R. Littenberg, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 27, 2006
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(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 8 Pages)
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* 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 ("Act") 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. 86722Q108 SCHEDULE 13D PAGE 2 OF 8 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BACARELLA HOLDINGS CORP.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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7 SOLE VOTING POWER
-0-
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,682,900
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH -0-
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10 SHARED DISPOSITIVE POWER
3,682,900
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,682,900
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
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14 TYPE OF REPORTING PERSON*
IA
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* SEE INSTRUCTIONS
CUSIP NO. 86722Q108 SCHEDULE 13D PAGE 3 OF 8 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EVGENY NOVITSKY
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Russian Federation
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7 SOLE VOTING POWER
0
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,682,900
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH -0-
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,682,900
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,682,900
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
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14 TYPE OF REPORTING PERSON*
IN
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* SEE INSTRUCTIONS
CUSIP NO. 86722Q108 SCHEDULE 13D PAGE 4 OF 8 PAGES
Item 1. SECURITY AND ISSUER
This statement relates to the shares of class A common stock, par
value $0.01 (the "Shares"), of SunCom Wireless Holdings, Inc. (the "Issuer").
The principal executive office of the Issuer is located at 1100 Cassatt Road,
Berwyn, Pennsylvania 19312.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is filed by Bacarella Holdings Corp., a British
Virgin Islands company ("Bacarella"), and Evgeny Novitsky (together, the
"Reporting Persons").
(b) The principal business address of the Reporting Persons is
Vanterpool Plaza, Wickhams Cay 1, 2nd floor, P.O. Box 873, Road Town, Tortola,
British Virgin Islands.
(c) The principal business of Bacarella is investing in securities of
public and private companies. Evgeny Novitsky is the beneficial owner of
Bacarella.
(d) Neither of the Reporting Persons has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Neither of the Reporting Persons has, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Evgeny Novitsky is a citizen of the Russian Federation.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Funds for the purchase of the Shares reported herein were derived from
available capital of the Mr. Novitsky. A total of approximately $5,524,350 was
paid to acquire such Shares.
CUSIP NO. 86722Q108 SCHEDULE 13D PAGE 5 OF 8 PAGES
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons originally acquired Shares for investment in the
ordinary course of business because they believed that the Shares, when
purchased, were undervalued and represented an attractive investment
opportunity. The Reporting Persons intend to engage in discussions with the
Issuer, among other things, the restructuring of its operations, changes in its
capital structure and improvement in its corporate governance.
Except as set forth herein or as would occur upon completion of any of
the actions discussed herein, including in the Exhibits hereto, the Reporting
Persons have no present plan or proposal that would relate to or result in any
of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D. The
Reporting Persons intend to review their investment in the Issuer on a
continuing basis and may engage in discussions with management, the Board, other
shareholders of the Issuer and other relevant parties concerning the business,
operations, board composition, management, strategy and future plans of the
Issuer. Depending on various factors including, without limitation, the Issuer's
financial position and strategic direction, the outcome of the discussions and
actions referenced above, actions taken by the Board, price levels of the
Shares, other investment opportunities available to the Reporting Persons,
conditions in the securities market and general economic and industry
conditions, the Reporting Persons may in the future take such actions with
respect to their investment in the Issuer as they deem appropriate including,
without limitation, purchasing additional Shares or selling some or all of their
Shares, engaging in short selling of or any hedging or similar transactions with
respect to the Shares and/or otherwise changing their intention with respect to
any and all matters referred to in Item 4 of Schedule 13D.
CUSIP NO. 86722Q108 SCHEDULE 13D PAGE 6 OF 8 PAGES
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the close of business on August 4, 2006, the Reporting
Persons beneficially owned 3,682,900 Shares, constituting approximately 5.9% of
the Shares outstanding.
The aggregate percentage of Shares beneficially owned by the Reporting
Persons is based upon 62,637,691 Shares outstanding, which is the total number
of Shares outstanding as of April 28, 2006 as reported in the Issuer's quarterly
report on Form 10-Q for the quarter ended March 31, 2006.
(b) Each of the Reporting Persons has shared voting and dispositive
powers over the 3,682,900 Shares reported herein.
(c) The following transactions in the Shares were effected by the
Reporting Persons during the past 60 days, each of which was effected on the
open market.
Bacarella Holdings Corp.
Trade Date Shares Purchased (Sold) Price per Share ($)
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6/12/06 200,000 $1.55
6/21/06 500,000 $1.48
7/07/06 216,000 $1.45
7/12/06 490,000 $1.52
7/19/06 49,800 $1.49
7/27/06 325,000 $1.39
7/28/06 162,700 $1.40
8/03/06 26,400 $1.42
8/04/06 44,300 $1.52
(d) No person other than the Reporting Persons is known to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Shares.
(e) Not applicable.
CUSIP NO. 86722Q108 SCHEDULE 13D PAGE 7 OF 8 PAGES
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as otherwise set forth herein, the Reporting Persons do not
have any contract, arrangement, understanding or relationship with any person
with respect to the securities of the Issuer.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Joint Acquisition Statement, dated August 7, 2006
CUSIP NO. 86722Q108 SCHEDULE 13D PAGE 8 OF 8 PAGES
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: August 7, 2006
Bacarella Holdings Corp.
By: /s/ Emile Wirtz
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Name: Emile Wirtz
Title: Director
/s/ Evgeny Novitsky
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Evgeny Novitsky
EXHIBIT A
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
Dated: August 7, 2006
Bacarella Holdings Corp.
By: /s/ Emile Wirtz
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Name: Emile Wirtz
Title: Director
/s/ Evgeny Novitsky
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Evgeny Novitsky