As filed with the Securities and Exchange Commission on February 22, 2008 Registration No. 333-115416 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SunCom Wireless Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 23-2974475 (State or other jurisdiction of (I.R.S. Employer Identification of incorporation) No. 1100 Cassatt Road Berwyn, Pennsylvania 19312 (Address of principal executive offices) (610) 651-5900 (Registrant's telephone number, including area code) Directors' Stock and Incentive Plan Eric Haskell SunCom Wireless Holdings, Inc. Executive Vice President and Chief Financial Officer 1100 Cassatt Road Berwyn, Pennsylvania 19312 (610) 651-5900 (Name, address, including zip code, and telephone number, including area code of agent for service) With a copy to: Thomas D. Twedt Dow Lohnes PLLC 1200 New Hampshire Avenue, NW Washington, D.C. 20036 (202) 776-2000 TERMINATION OF REGISTRATION This post-effective amendment deregisters all shares of our Class A common stock, par value $0.01 per share, registered for issuance under the Form S-8 registration statement (File No. 333-115416) (the "Registration Statement") that remain unissued. The Registration Statement related to the shares of Class A Common Stock issuable to eligible employees pursuant to our Directors' Stock and Incentive Plan. SIGNATURE Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Berwyn, Commonwealth of Pennsylvania on this 22nd day of February, 2008. SUNCOM WIRELESS HOLDINGS, INC. By: /s/ Michael E. Kalogris ---------------------------------- Michael E. Kalogris Chief Executive Officer (principal executive officer) Pursuant to the requirements of the Securities Act, this Registration Statement is to be signed by the following persons in the capacities and on the dates indicated. Signature Capacity Date /s/ Michael E. Kalogris Chairman and Chief Executive Officer February 22, 2008 ------------------------------------ Michael E. Kalogris /s/ Eric Haskell Executive Vice President and Chief Financial Officer February 22, 2008 ------------------------------------ (principal finaicial officer) Eric Haskell /s/ Harry Roessner Vice President and Controller February 22, 2008 ------------------------------------ (principal accounting officer) Harry Roessner /s/ Scott I. Anderson Director February 22, 2008 ------------------------------------ Scott I. Anderson /s/ Niles K. Chura Director February 22, 2008 ------------------------------------ Niles K. Chura /s/ Pat Daughtery Director February 22, 2008 ------------------------------------ Pat Daughtery /s/ Jerry V. Elliott Director February 22, 2008 ------------------------------------ Jerry V. Elliott /s/ Edward Evans Director February 22, 2008 ------------------------------------ Edward Evans /s/ Gustavo A. Prilick Director February 22, 2008 ------------------------------------ Gustavo A. Prilick /s/ Karim Samii Director February 22, 2008 ------------------------------------ Karim Samii /s/ Joe Thornton Director February 22, 2008 ------------------------------------ Joe Thornton /s/ James Volk Director February 22, 2008 ------------------------------------ James Volk