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): May 11, 2007
NEXTWAVE WIRELESS INC.
(Exact name of registrant as specified in its charter)
Delaware 000-51958 20-5361360
(State or other jurisdiction (Commission file number) (I.R.S. employer
of incorporation) 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
On May 11, 2007, NextWave Wireless Inc. ("NextWave") completed its
previously announced acquisition of IPWireless, Inc. pursuant to the terms of
the Agreement and Plan of Merger, dated as of April 6, 2007, among NextWave,
IPW, LLC, a wholly owned subsidiary of NextWave ("Merger Sub") and IPWireless,
Inc. ("IPW") (the "Merger Agreement"). IPW, previously a privately-held company
headquartered in San Bruno, California, with research and development facilities
in the United Kingdom, is a supplier of TD-CDMA network equipment and subscriber
terminals, and develops 3GPP TDD UMTS standards which serve as the foundation
for its next-generation mobile TV and wireless broadband public-safety network
solutions. Its TD-CDMA mobile broadband technology was recently selected by New
York City as part of the deployment of a citywide, public-safety wireless
network. IPW will operate as a wholly-owned subsidiary of NextWave.
The merger consideration consists of approximately $100 million that was
paid at closing, consisting of $25 million in cash and $75 million in shares of
common stock of NextWave. The number of shares of common stock issued in
connection with the merger was 7.7 million. As specified in the Merger
Agreement, additional consideration of up to $135 million may be earned upon the
achievement of certain revenue milestones relating to IPW's public safety
business and TDtv business during the 2007 to 2009 timeframe, with potential
payment of up to $50 million in late 2007 or 2008 (the "Additional
Consideration"), and up to $7.5 million in 2008, up to $24.2 million in 2009,
and up to $53.3 million in 2010. If earned, up to approximately $114 million of
such additional consideration is payable in cash or shares of common stock at
the election of NextWave, and approximately $21 million of such amounts are
payable in cash or shares of common stock at the election of the representative
of the IPW shareholders. Five million dollars of the consideration paid at
closing and $21 million of the Additional Consideration that may be earned
post-closing has or will be placed in escrow for 12 months from the closing
date, which will be available to compensate NextWave for certain losses,
including any losses it may incur as a result of any breach of the
representations and warranties or covenants of IPW contained in the Merger
Agreement. NextWave will adopt the IPWireless, Inc. Employee Stock Bonus Plan to
provide IPW employees with shares of NextWave common stock having an aggregate
value of up to $7 million, dependent on the achievement of certain revenue
milestones relating to IPW's public safety business and TDtv business as an
inducement for such employees to join the NextWave group and continue with the
business following the merger.
A copy of our press release, dated May 14, 2007, announcing the
completion of the merger, is attached hereto as Exhibit 99.1.
This description of the Merger Agreement does not purport to be complete
and is qualified in its entirety by reference to the Merger Agreement, a copy of
which was attached as Exhibit 2.1 to the Current Report on Form 8-K filed by the
Company on April 12, 2007 and is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
The Company intends to file the financial statements required by this Item
by an amendment to this Report no later than 71 days after the date this initial
report on Form 8-K must be filed.
(b) Pro Forma Financial Information.
The Company intends to file the financial statements required by this Item
by an amendment to this Report no later than 71 days after the date this initial
report on Form 8-K must be filed.
2
(d) Exhibits
Exhibit No. Description
----------- -----------
2.1 Agreement and Plan of Merger, dated as of April 6, 2007, by and
among NextWave Wireless Inc., IPW, LLC, IPWireless, Inc. and J.
Taylor Crandall, as stockholder representative (incorporated by
reference to Exhibit 2.1 to the Current Report on Form 8-K of
NextWave Wireless Inc. filed April 12, 2007).
99.1 Press release, dated May 14, 2007
3
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: May 17, 2007
NextWave Wireless Inc.
By: /s/ Frank A. Cassou
----------------------------
Frank A. Cassou
Executive Vice President and
Chief Legal Counsel
4
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
2.1 Agreement and Plan of Merger, dated as of April 6, 2007, by and
among NextWave Wireless Inc., IPW, LLC, IPWireless, Inc. and J.
Taylor Crandall, as stockholder representative (incorporated by
reference to Exhibit 2.1 to the Current Report on Form 8-K of
NextWave Wireless Inc. filed April 12, 2007).
99.1 Press release, dated May 14, 2007
5