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 17, 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(b) On May 17, 2007, Mr. Kevin Finn resigned from his position as a
member of the Board of Directors of NextWave Wireless Inc. ("NextWave"). There
have been no disagreements between NextWave and Mr. Finn regarding NextWave's
operations, policies or practices, and Mr. Finn will continue in his position as
Executive Vice President, Chief Compliance Officer of NextWave. Mr. Finn's
resignation facilitated NextWave's compliance with its covenant in connection
with the election of Mr. William Jones to the Board of Directors (as described
below) and allows NextWave to maintain a majority of independent directors.
(d) On May 17, 2007, Mr. William Jones was elected as a member of the
Board of Directors to fill the vacancy created by the resignation of Mr. Finn.
The appointment of Mr. Jones as a member of the Board of Directors was provided
for in a covenant in the Agreement and Plan of Merger, dated as of April 6,
2007, by and among NextWave, IPWireless, Inc. ("IPWireless"), IPW LLC and J.
Taylor Crandall as stockholder representative, as disclosed in the current
report on Form 8-K filed by NextWave on April 12, 2007. Mr. Jones was elected to
the Board of Directors by a unanimous vote of the members of the Board of
Directors, in accordance with Article VI, Section C of the Amended and Restated
Certificate of Incorporation of NextWave, which allows vacancies on the Board of
Directors to be filled by the vote of the majority of the remaining members of
the Board of Directors. As provided in the Amended and Restated Certificate of
Incorporation, Mr. Jones was elected to serve as a Class II Director with a term
expiring at the 2008 Annual Meeting of Stockholders, subject to the valid
election and qualification of his successor.
Mr. Jones was recommended as a candidate for the position of director by
the Nominating Committee of the Board of NextWave, which reviewed his
qualifications. Mr. Jones is the President and Chief Executive Officer of
IPWireless, Inc. Prior to serving as President and Chief Executive Officer of
IPWireless, Mr. Jones served as the company's Chief Operating Officer from
January 2005 to May 2007 and as Executive Vice President of Technology from May
2001 to May 2007. Immediately prior to the acquisition of IPWireless by
NextWave, Mr. Jones was not a director of, nor did he hold any position with,
NextWave, and did not have a familial relationship with any director or
executive officer of NextWave.
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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 22, 2007
NEXTWAVE WIRELESS INC.
By: /s/ Frank A. Cassou
-------------------------------
Frank A. Cassou
Executive Vice President and
Chief Legal Counsel
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