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): December 18, 2006
NEXTWAVE WIRELESS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-51958 20-5361360
(State or other jurisdiction of (Commission (I.R.S. employer
incorporation) file number) identification no.)
12670 HIGH BLUFF DRIVE, SAN DIEGO, CALIFORNIA 92130
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (858) 480-3100
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:
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
As disclosed in the Current Report on Form 8-K filed on September 22,
2006 by NextWave Wireless LLC, AWS Wireless Inc. ("AWS Wireless"), a Delaware
corporation and a wholly owned indirect subsidiary of NextWave Wireless Inc.
(the "Company"), participated in the Advanced Wireless Services ("AWS") auction
designated by the Federal Communications Commission (the "FCC") as Auction
Number 66 (the "Auction"), and on September 18, 2006, the Federal Communications
Commission (the "FCC") concluded the Auction and AWS Wireless was the
provisional winning bidder for 154 AWS licenses (the "AWS Licenses") for an
aggregate bid of $115.5 million.
On September 20, 2006, the FCC published a public notice confirming
that AWS Wireless was the winning bidder for the AWS Licenses, however, the
rights and obligations of winning bidders for AWS licenses, including AWS
Wireless, are governed by the Communications Act, the FCC's competitive bidding
regulations, and Public Notices setting forth specific conditions for particular
auctions (collectively, the "Auction Conditions"), which, among other things
required AWS Wireless to complete the process of purchasing the AWS Licenses by
filing with the FCC a long-form application on FCC Form 601 (a "Form 601")
seeking a grant from the FCC of each of the AWS Licenses. In compliance with the
Auction Conditions, AWS Wireless timely filed with the FCC a Form 601 seeking a
grant of each of the AWS Licenses. The aggregate bid amount for the AWS
Licenses, $115.5 million, was paid for out of the up-front deposit made by AWS
Wireless to the FCC prior to the Auction.
On December 18, 2006, the FCC released a public notice announcing that
the Form 601 applications filed by AWS Wireless were approved, and AWS Wireless
was granted each of the AWS Licenses, effective on December 18, 2006.
ITEM 7.01 REGULATION FD DISCLOSURE
On December 20, 2006, the Company issued a press release announcing the
grant of the AWS Licenses, as described in Item 2.01 above. A copy of the press
release is furnished herewith as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No. Exhibit
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99.1 Press Release of NextWave Wireless Inc. dated December 20, 2006
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SIGNATURE
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.
Date: December 21, 2006
NEXTWAVE WIRELESS INC.
By: /s/ Frank A. Cassou
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Frank A. Cassou
Executive Vice President and
Chief Legal Counsel
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
Exhibit 99.1 Press Release of NextWave Wireless Inc. dated December 20, 2006
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