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 17,
2009
|
NEXTWAVE
WIRELESS INC.
|
|
(Exact
name of registrant as specified in its
charter)
|
|
Delaware
|
000-51958
|
20-5361360
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
file number)
|
(I.R.S.
employer identification no.) no.)
|
|
13050
Science Center Drive, Suite 210
San
Diego, California 92121
|
|
(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
8.01 Other Events.
As
previously disclosed, NextWave Wireless Inc. (the “Company”) entered into three
separate Warrant Agreements (dated October 9, 2008, April 8, 2009 and July 2,
2009) with Avenue AIV US, L.P. (“Avenue”) pursuant to which Avenue was issued
warrants to purchase an aggregate number of 45 million shares of common stock,
par value $0.001 per share (“Common Stock”) of the Company (collectively, the
“Warrant Shares”), for an exercise price of $0.01 per share in connection with
certain financing transactions. For additional information, see the
Company’s filings on Form 8-K dated October 7, 2008, April 8, 2009 and July 2,
2009.
On
December 16, 2009, the Company received notice from Avenue of the exercise of
the October 9, 2008, April 8, 2009 and July 2, 2009
warrants. Pursuant to the notice and the terms of the respective
warrant agreements, Avenue requested the issuance of the Warrant Shares based on
an exercise price of $450,000 (the “Exercise Price”). Based on a Fair
Market Value of the Warrant Shares (as determined in accordance with the
respective warrant agreements) of $0.527915 per share of Common Stock, the
Exercise Price was paid in kind by subtracting 852,410 shares of Common Stock
from the total number of Warrant Shares issuable to
Avenue. Accordingly, after accounting for payment of the Exercise
Price, the Company issued to Avenue 44,147,590 shares of Common Stock, with an
issue date of December 17, 2009. After the issuance of these shares,
there are approximately 157,006,067 shares of Common Stock of the Company
outstanding (of which affiliates of Avenue hold a total of approximately
46,057,574). In addition, after giving effect to the exercise of the
warrants, there are an additional 12.5 million shares of Common Stock of the
Company subject to warrants with a strike price of $0.01 per share (of which
none are held by affiliates of Avenue), Third Lien Notes convertible into
43,301,589 shares of Common Stock of the Company at a conversion price of $11.05
per share (of which affiliates of Avenue hold Third Lien Notes convertible into
approximately 15,507,418 shares), and 21,643,310 shares subject to options with
a weighted average exercise price of $2.56 per share.
Page
2
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 22, 2009
|
|
NEXTWAVE
WIRELESS INC.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Frank A. Cassou
|
|
|
|
|
Frank
A. Cassou
Executive
Vice President and Chief Legal Counsel
|
Page
3