mm01-2510_8k.htm
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): January 22, 2010
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NEXTWAVE
WIRELESS INC.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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000-51958
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20-5361360
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(State
or other jurisdiction of incorporation)
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(Commission
file number)
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(I.R.S.
employer identification no.) no.)
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13050
Science Center Drive, Suite 210
San
Diego, California 92121
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(Address
of principal executive offices) (Zip code)
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Registrant’s
telephone number, including area code:(858)
480-3100
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Not
Applicable
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(Former
name or former address, if changed since last
report.)
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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 3.01 Notice of Delisting or
Failure to Satisfy a Continued Listing Rule or Standard; Transfer of
Listing.
As
previously disclosed in the Current Report on Form 8-K filed with the Securities
and Exchange Commission on October 14, 2008 by NextWave Wireless Inc. (the
“Company”), the Company received a letter from the Listing Qualifications
Department of The NASDAQ Stock Market (“NASDAQ”) on October 7, 2008, indicating
that for the previous 30 consecutive business days the bid price of the
Company’s common stock on The NASDAQ Global Market had closed below the minimum
$1.00 per share required pursuant to NASDAQ Listing Rule 5450(a)(1) (the
“Rule”). In accordance with NASDAQ Marketplace Rule 5810(c)(3)(A),
the Company was given 180 days to regain compliance with the Rule, which grace
period was subsequently extended by NASDAQ regulatory action and expired on
January 21, 2010.
On
January 22, 2010, the Company received a Staff Determination letter from the
Listing Qualifications Department of NASDAQ indicating that the Company’s common
stock is subject to delisting from The NASDAQ Global Market because of
non-compliance with the Rule, unless the Company requests a hearing before a
NASDAQ Listing Qualifications Panel (the “Panel”) by the close of business on
January 29, 2010. The Company intends to request a hearing on the
matter by not later than the close of business on January 29,
2010. Upon receipt by NASDAQ of the Company’s hearing request, the
Company’s common stock will remain listed on The NASDAQ Global Market pending
the Panel’s final decision. In connection with the hearing, the
Company intends to submit a plan outlining its strategy for regaining compliance
with the Rule, which the Company anticipates may include a reverse stock
split.
On
January 25, 2010, the Company issued a press release announcing the receipt of
the Staff Determination letter from NASDAQ, a copy of which is attached hereto
as Exhibit 99.1.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit No.
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Description
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99.1
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Press
Release dated January 25, 2010.
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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:
January 25, 2010
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NEXTWAVE
WIRELESS INC.
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By:
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/s/
Frank A. Cassou |
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Frank
A. Cassou
Executive
Vice President and Chief Legal Counsel
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EXHIBIT
INDEX
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Exhibit No.
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Description
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99.1
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Press
Release dated January 25, 2010.
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