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): OCTOBER 30, 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 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
(a) On October 30, 2007, the Board of Directors (the "Board of Directors") of
NextWave Wireless Inc. ("NextWave") approved amendments, effective upon
adoption, to Sections 1 and 3 of Article VII of the Amended and Restated Bylaws
of NextWave (the "Bylaws") relating to the issuance and transfer of
uncertificated shares. The amendments to the Bylaws were implemented to ensure
full compliance with Rule 4350(l) of The NASDAQ Stock Market LLC, which requires
all securities listed thereon to be eligible to participate in the Direct
Registration System by January 1, 2008.
A copy of NextWave's Bylaws, as amended and restated, is attached hereto
as Exhibit 3.1 and is incorporated into this Item 5.03 by reference. The
foregoing description is qualified by reference to the actual text of the
amendments.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit No. Description
----------- -----------
Exhibit 3.2 Amended and Restated Bylaws of NextWave Wireless Inc., as
amended and restated on October 30, 2007.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 2, 2007
NEXTWAVE WIRELESS INC.
By: /s/ Frank A. Cassou
------------------------------
Frank A. Cassou
Executive Vice President-Corporate
Development, Chief Legal Counsel and
Secretary
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
Exhibit 3.2 Amended and Restated Bylaws of NextWave Wireless Inc., as
amended and restated on October 30, 2007.
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