Pegasus Wireless Corp · 8-K · For 8/15/06

Filed On 8/22/06, 12:21pm ET   ·   Accession Number 1164150-6-201   ·   SEC File 0-32567

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 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): August 18, 2006               
                                     (August 15, 2006)

PEGASUS WIRELESS CORP.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

 Nevada                            000-32567                52-2273215
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(State or other jurisdiction    (Commission File Number)       (IRS Employer    
 of incorporation)                                           Identification No.)

1565 Reliance Way, Freemont, CA                                   94539       
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(Address of principal executive offices)                        (Zip Code)      

Registrant's telephone number, including area code (510) 490-8288               

N/A 
--------------------------------------------------------------------------------
(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 (see General Instruction A.2. below):                      

[_]  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))                                    

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SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS                                

Item 1.01 - Entry into a Material Definative Agreement                          

     On August 15, 2006, the Company  acquired the product line and intellectual
property from Miami,  FL based  Maccontrol,  LLC. This product line  encompasses
wireless  products  that  link home  entertainment  systems  to Aplle  Macintosh
computers.  Pegasus  intends to combine  the  Maccontrol  product  line with its
recently  released  wireless  cable  product to enable  consumers to control all
components of a home entertainment system with a single remote control unit.    

     Pegasus issued  833,333 shares of restricted  common stock to complete this
acquisition. The Company valued this acquisition at $5,000,000, or $6 per share.
The Company's common stock closed at $5.92 per share the trading day immediately
prior to this acquisition.                                                      

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT                                 

Item 5.02 - Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers                       

     On August 16, 2006,  the Board of Directors  accepted  the  resignation  of
Jerry Shih from the board of directors, who stated that he needed to concentrate
his efforts and time in the operations of Pegasus to assist the Company to reach
its goals.  The Board also accepted the retirement of  Chich-Hsing  "Alex" Tsao,
which included his  resignation  from all positions as officer and director.  On
August 17, 2006, the Company  received the  resignation of Caspar Lee due to his
inability  to  attend  board  meetings  because  his  work and  travel  schedule
prevented him from attending. Mr. Lee advised the Company that it needed to find
someone who could be more productive than he has been able to be.               

     On  August  16,  2006,  the Board  elected  two  directors  to the Board to
complete  the terms of Mr.  Shih and Mr.  Tsao.  The Company  believes  that the
addition of these  specific  directors will assist the Company to grow and reach
its goals  more  rapidly  as a result of the unique  expertise,  experience  and
contacts these individuals bring to the Board.                                  

     The Company  expects to seek  ratification of all board members at the next
stockholders meeting.                                                           

The new board members are:                                                      

     Eric W. Lutz,  44, Member of the Audit  Committee  Senior Vice President of
Webster  Bank,  Stamford,  CT. Mr. Lutz also serves as  regional  business  line
manager of Webster Financial  Advisors,  the Private Banking and Advisory arm of
Webster Bank.  Mr. Lutz has in excess of 20 years  experience of commercial  and
private banking  experience working with public and private clients at CitiGroup
and Fleet-Bank of America prior to Webster.  His background includes telecom and
technology companies,  the NFL and several NFL franchises among other nationally
recognized  companies.  He received his Bachelor degree from Brown University in
1983. He has also completed a variety of graduate  courses  specific to business
valuation and modeling and asset/liability management.                          

     Mr. Lutz brings a wealth of financial and banking  experience and expertise
to the Pegasus Board.                                                           

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     Douglas  L.  Hirsch,  43,  Member of the  Compensation  Committee  Managing
Director  of  Maccontrol,   LLC  and  managing   Director/Owner   of  Revolution
Entertainment Design and Development,  LLC. Over the last three years Mr. Hirsch
and his design  team have  developed  the  Maccontrol  technology  that  Pegasus
recently  purchased.   Revolution  designs  custom  entertainment   systems  for
commercial  and  individual  clients.  Prior to these  entities  founded  by Mr.
Hirsch,  he has  been a  Regional  Director  of Sound  Advice  - Bang &  Olufsen
Division.  He received his Bachelor of Arts degree from Western State College of
Colorado in 1985.                                                               

     Mr. Hirsch  brings a strong  proficiency  in hardware and software  product
design and implementation to the Board.                                         

     The Board also elected  Nicholas  Peraticos  as Chairman of the Board,  and
recognized that Jasper Knabb is now the only CEO of the Company.                

SIGNATURES

     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.                                           

PEGASUS WIRELESS CORP.

August 18, 2006          By:  /s/ Stephen H. Durland                      
          --------------------------
  Stephen H. Durland
Title: CFO      

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 8-K Filing		Date		First		Last			Other Filings
For The Period Ended		8/15/06		1		2
		8/16/06		2
		8/17/06		2
		8/18/06		1		3
Filed On / Filed As Of		8/22/06
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