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 19, 2009
NEXTWAVE WIRELESS INC.
(Exact name of registrant as specified in its charter)
Delaware 000-51958 20-5361360
(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) identification no.)
13050 Science Center Drive, Suite 210
San Diego, California 92121
(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 CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
(e) Compensatory Arrangements of Certain Officers.
On May 19, 2009 (the "Grant Date"), the Compensation Committee of the
Board of Directors of NextWave Wireless Inc. (the "Company") met to consider
equity incentive compensation for officers and employees of the Company. The
Compensation Committee considered the Company's substantial completion of its
global restructuring efforts, the desire to provide officers and employees a
continued equity incentive to best align their interests with Company
stockholders, and the extent to which the Company's existing options are
substantially underwater (with a weighted average exercise price of $6.42, as
compared to the closing price of a share of Company common stock on Nasdaq of
$0.33 on May 19). After considering these factors, and various alternatives, the
Compensation Committee approved the grant of new options to purchase an
aggregate of 6,378,516 shares of the Company's common stock at an exercise price
of $0.33 per share (the "New Stock Options") pursuant to the NextWave Wireless
Inc. 2005 Stock Incentive Plan (the "2005 Plan"). Each officer and employee
received a New Stock Option to purchase a number of shares equal to the
aggregate number of shares currently subject to options held by such employee,
with commensurate vesting terms. The New Stock Options will expire on May 18,
2019, if not previously exercised or forfeited.
The New Stock Options awarded to the Company's current executive
officers are as follows: James C. Brailean, Chief Executive Officer, President
and Chief Operating Officer of the Company, 366,666 shares, of which 343,749 are
exercisable and 22,917 are unexercisable as of the Grant Date; Francis J.
Harding, Chief Financial Officer of the Company, 187,500 shares, of which
172,163 are exercisable and 15,337 are unexercisable as of the Grant Date; Frank
A. Cassou, Executive Vice President and Chief Legal Counsel of the Company,
387,783 shares, all of which are exercisable as of the Grant Date; and Allen
Salmasi, Chairman of the Company, 528,082 shares, all of which are exercisable
as of the Grant Date. The unexercisable portion of the option awarded to Dr.
Brailean will vest in equal installments over 2 months. The unexercisable
portion of the option awarded to Mr. Harding will vest in equal installments
over 24 months.
Also on May 19, 2009, the Committee approved the grant of certain new
hire and other pending stock options (the "Stock Options") to purchase an
aggregate of 228,950 shares of the Company's common stock pursuant to the 2005
Plan. The Stock Options were awarded to new or recently promoted employees of
the Company and its subsidiaries. The Stock Options have an exercise price of
$0.33 per share and will vest over a four-year period commensurate with past
practice, including credit for length of service prior to the date of the grant.
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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, 2009
NEXTWAVE WIRELESS INC.
By: /s/ Frank A. Cassou
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Frank A. Cassou
Executive Vice President and
Chief Legal Counsel
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