SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Proxim Wireless Corp – ‘8-K’ for 4/24/07

On:  Monday, 4/30/07, at 4:10pm ET   ·   For:  4/24/07   ·   Accession #:  914317-7-1202   ·   File #:  0-29053

Previous ‘8-K’:  ‘8-K’ on 4/2/07 for 3/27/07   ·   Next:  ‘8-K’ on / for 5/9/07   ·   Latest:  ‘8-K’ on 4/14/09 for 4/9/09

Magnifying glass tilted right emoji
 
  in    Show  and   Hints

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/30/07  Proxim Wireless Corp              8-K:1,9     4/24/07    3:90K                                    Commerce Fin’l … Corp/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     24K 
 2: EX-10.1     Material Contract                                   HTML     27K 
 3: EX-10.2     Material Contract                                   HTML     30K 


8-K   —   Current Report


This is an HTML Document rendered as filed.  [ Alternative Formats ]




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):


TERABEAM, INC.
(Exact name of registrant as specified in its charter)


Delaware
04-2751645
(State or other jurisdiction of incorporation)
(Commission file number)
(IRS employer identification no.)


2115 O’Nel Drive, San Jose, CA
95131
(Address of principal executive offices)
(Zip code)


Registrant’s telephone number, including area code:
 (408) 731-2700


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 (see General Instruction A.2. below):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 



 
 
Item 1.01.  Entry into a Material Definitive Agreement.
 
On April 24, 2007, Terabeam, Inc. entered into an Assignment Agreement (the “First Assignment”) with SPH America, LLC, a Virginia limited liability company.  Also on April 24, 2007, Terabeam, Inc. and its subsidiary Proxim Wireless Corporation entered into an Assignment Agreement (the “Second Assignment”) with SPH America, LLC.

In the First Assignment, Terabeam agreed to transfer all of its right, title, and interest in and to United States patent numbers 5,400,338 and 6,480,497 and any inventions disclosed and claimed therein (and any corresponding foreign patents, applications, and rights) to SPH America pursuant to assignment documents to be delivered by Terabeam to an escrow agent before June 10, 2007.  In return, SPH America (a) agreed to pay Terabeam $1.0 million on or before June 10, 2007, (b) agreed to pay Terabeam $1.5 million on or before June 30, 2007, and (c) granted Terabeam and its subsidiaries perpetual, irrevocable, transferable (subject to specified limitations), fully paid, worldwide rights to make, have made, use, sell, offer for sale, and import their products generally in the ordinary course of business subject to certain limitations, including limitations on the products covered by these granted rights.  These granted rights include rights for direct and indirect customers of Terabeam and its subsidiaries to use, sell, offer for sale, or import Terabeam’s products for their intended purpose.  The First Assignment contemplates that the escrow agent will deliver the patent assignment documents to SPH after SPH has made the two contemplated payments to Terabeam.

In the Second Assignment, Terabeam and Proxim Wireless agreed to transfer all of their right, title, and interest in and to United States patent numbers 5,231,634 and 7,085,284 and United States patent application 11/441,617 and any inventions disclosed and claimed therein (and any corresponding foreign patents, applications, and rights) to SPH America pursuant to assignment documents to be delivered by Terabeam and Proxim Wireless to an escrow agent before June 10, 2007.  In return, SPH America (a) agreed to pay Terabeam $2.5 million on or before June 30, 2007 and (b) granted Terabeam and its subsidiaries perpetual, irrevocable, transferable (subject to specified limitations), fully paid, worldwide rights to make, have made, use, sell, offer for sale, and import their products generally in the ordinary course of business subject to certain limitations, including limitations on the products covered by these granted rights.  These granted rights include rights for direct and indirect customers of Terabeam and its subsidiaries to use, sell, offer for sale, or import Terabeam’s products for their intended purpose.  The Second Assignment contemplates that the escrow agent will deliver the patent and patent application assignment documents to SPH after SPH has made the contemplated payment to Terabeam.

However, SPH America’s obligations under the Second Assignment are subject to satisfactory due diligence by SPH on the licenses previously granted on the patents and patent application to be assigned.  If its due diligence reveals a reasonable basis for SPH to no longer desire to purchase the patents and patent application to be assigned and SPH so notifies Terabeam on or before May 30, 2007, the parties’ obligations under the Second Assignment are void.  If SPH does not provide any such notice to Terabeam on or before May 31, 2007, this due diligence contingency will no longer constitute a condition to either party’s performance of its obligations under the Second Assignment.  Terabeam can provide no assurance that SPH  will be satisfied by its due diligence review or that Terabeam will receive any payment under the Second Assignment.

The foregoing description of the two assignment agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of those documents, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 to this Form 8-K and are incorporated by reference.

Item 9.01  Financial Statements and Exhibits.

 
(c)
Exhibits

See Exhibit Index.


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.

 
TERABEAM, INC.
     
     
     
By:
   /s/ David L. Renauld   
   
David L. Renauld
   
Vice President

EXHIBIT INDEX


 
Number
Title
     
 
10.1
Assignment Agreement dated as of April 24, 2007 between Terabeam, Inc. and SPH America, LLC
     
 
10.2
Assignment Agreement dated as of April 24, 2007 among Terabeam, Inc., Proxim Wireless Corporation, and SPH America, LLC

 


3

 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
6/30/078-K
6/10/07
5/31/074
5/30/073
Filed on:4/30/07
For Period End:4/24/07
 List all Filings 
Top
Filing Submission 0000914317-07-001202   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2020 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Fri., Sep. 18, 6:52:56.0am ET