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):
oWritten
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
7.01. Regulation FD Disclosure.
As
previously reported, on April 24, 2007, Terabeam, Inc. entered into an
Assignment Agreement (the “First Assignment”) with SPH America, LLC, a Virginia
limited liability company. 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 contemplated that the escrow agent would deliver the patent
assignment documents to SPH after SPH had made the two contemplated payments
to
Terabeam. SPH did make the two contemplated payments to Terabeam so
Terabeam did authorize the escrow agent to release the patent assignment
documents to SPH.
Also
as
previously reported, on April 24, 2007, Terabeam, Inc. and its subsidiary Proxim
Wireless Corporation entered into an Assignment Agreement (the “Second
Assignment”) with SPH America, LLC relating to the possible transfer of 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). The Second
Assignment contained a due diligence contingency which permitted SPH to not
purchase the patents and patent application if its due diligence revealed a
reasonable basis for SPH to no longer desire to complete the
purchase. SPH did decide not to complete the purchase, and therefore
the parties’ obligations under the Second Assignment are void.
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 were filed as Exhibit 10.1 and Exhibit 10.2 to the
Form 8-K filed by Terabeam with the Securities and Exchange Commission on April30, 2007 and are incorporated by reference.
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.
Assignment
Agreement dated as of April 24, 2007 among Terabeam, Inc., Proxim
Wireless
Corporation, and SPH America, LLC (incorporated by reference to the
exhibits to Form 8-K filed by Terabeam with the SEC on April 30,2007)
