NEXTWAVE WIRELESS INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2012-12-06: Form 8-K; Period of report 2012-12-06; Description 8.01 Other Events; Details 8.01.
- 2012-10-03: Form 8-K; Period of report 2012-10-02; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2012-09-21: Form 8-K; Period of report 2012-09-20; Description 8.01 Other Events; Details 8.01.
- 2012-08-23: Form 8-K; Period of report 2012-08-16; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2012-12-06 | 8-K | 2012-12-06 | 8.01 Other Events | 8.01 NextWave Wireless Inc. (the “Company”) makes this filing on Form 8-K as required by the Scheduling Order (the “Scheduling Order”) entered on November 16, 2012, by the Court of Chancery of the State of Delaware (the “Court”) in connection with the proposed settlement (the “Settlement”) in Weiss v. | d449355d8k.htm |
| 2012-10-03 | 8-K | 2012-10-02 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On October 2, 2012, NextWave Wireless Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) to consider the adoption of the previously disclosed Agreement and Plan of Merger, dated as of August 1, 2012 (the “Merger Agreement”), by and among the Company, AT&T Inc., a Delaware corporation (“Parent”) and Parent’s wholly owned subsidiary, Rodeo Acquisition Sub Inc., a Delaware corporation. 8.01 On October 2, 2012, the Company issued a press release announcing the results of the special meeting of its stockholders. | d420156d8k.htm |
| 2012-09-21 | 8-K | 2012-09-20 | 8.01 Other Events | 8.01 As previously disclosed in the Company’s proxy statement, on August 31, 2012, a putative class action lawsuit, which we refer to as the Weiss Action, was filed in the Court of Chancery of the State of Delaware against the Company, Parent, Merger Sub, Allen Salmasi, Douglas F. Manchester, Jack Rosen, Nadar Tavakoli, Carl E. Vogel and William H. Webster alleging, among other things, that the Company’s board of directors breached various fiduciary duties in connection with the board of directors’ approval of the proposed merger and that the Company, Parent and Merger Sub aided and abetted such alleged breaches of fiduciary duties. | d414716d8k.htm |
| 2012-08-23 | 8-K | 2012-08-16 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 As of August 16, 2012, the Amended and Restated First Lien Notes, the Amended and Restated Second Lien Notes, the NextWave Inc. Third Lien Notes and the NextWave Holdco Notes constitute direct financial obligations of the Company, the material terms of which are described above under Item 1.01 and are incorporated herein by reference. | d400527d8k.htm |
| 2012-08-06 | 8-K | 2012-08-01 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 Concurrently with the execution of the Merger Agreement and as an inducement to AT&T’s and Merger Sub’s willingness to enter into the Merger Agreement, certain stockholders of the Company who are entitled to vote an aggregate of approximately fifty-nine percent of the outstanding shares of Company Common Stock have each entered into a voting agreement pursuant to which such stockholders have agreed to vote their shares of Company Common Stock in favor of the adoption of the Merger Agreement (the “Voting Agreements”). | d391832d8k.htm |
| 2012-08-02 | 8-K | 2012-08-02 | 8.01 Other Events | 8.01 On August 2, 2012, NextWave Wireless Inc. (“NextWave”) announced that it has entered into a definitive agreement to be acquired by AT&T Inc., a Delaware corporation. | d390733d8k.htm |
| 2012-05-22 | 8-K | 2012-05-17 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 (a) The annual meeting of stockholders of NextWave Wireless Inc. (the “Company”) was held on May 17, 2012. | d357161d8k.htm |
| 2012-04-16 | 8-K | 2012-04-16 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d335681d8k.htm |
| 2011-12-15 | 8-K | 2011-12-14 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d271923d8k.htm |
| 2011-08-02 | 8-K | 2011-08-01 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d8k.htm |
| 2011-07-18 | 8-K | 2011-07-17 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On July 18, 2011, NextWave issued a press release announcing the execution of the Waiver Agreement described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. | d8k.htm |
| 2011-05-25 | 8-K | 2011-05-24 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 (a) The annual meeting of stockholders of NextWave Wireless Inc. (the “Company”) was held on May 24, 2011. | d8k.htm |
| 2011-02-16 | 8-K | 2011-02-16 | 7.01 Regulation FD Disclosure | 7.01 NextWave Wireless Inc. (the “Company”) is filing this Current Report on Form 8-K to disclose to investors that it is holding discussions with the holders of its secured notes relating to a maturity extension and related amendments to its notes agreements. | mm02-1511_8k.htm |
| 2010-11-24 | 8-K | 2010-11-23 | 8.01 Other Events | 8.01 NextWave Wireless Inc. (the “Company”) is filing this Current Report on Form 8-K for the purpose of updating the description of its capital stock. | mm11-2310_8k.htm |
| 2010-10-08 | 8-K | 2010-10-08 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets | 1.02 On October 8, 2010, the Stockholders’ Agreement dated July 2, 2009, by and among NextWave Wireless Inc. (the “Company”), NextWave Broadband Inc., a wholly-owned subsidiary of the Company (“NextWave Broadband”), PacketVideo Corporation (“PacketVideo”), and NTT DOCOMO, INC. 2.01 On October 8, 2010 (the “Closing Date”), pursuant to the Stock Purchase Agreement dated July 30, 2010 (the “Stock Purchase Agreement”), by and among the Company, NextWave Broadband Inc., a wholly-owned subsidiary of the Company, PacketVideo and DOCOMO, NextWave Broadband completed the sale to DOCOMO of all of the issued and outstanding shares of common stock of PacketVideo held by NextWave Broadband (the “Shares”), representing 65% of the issued and outstanding common stock of PacketVideo, for an aggregate purchase price of $111.6 million (the “Transaction”). | d8k.htm |
| 2010-10-04 | 8-K | 2010-10-01 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 (a) A special meeting of the stockholders of NextWave Wireless Inc. (the “Company”) was held on October 1, 2010. | d8k.htm |
| 2010-08-04 | 8-K | 2010-08-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (e) Compensatory Arrangements of Certain Officers. | mm08-0410_8k.htm |
| 2010-08-02 | 8-K | 2010-07-30 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 5.02 (b) As a condition to the completion of the Transaction, James C. Brailean, Ph.D., the Company’s Chief Executive Officer, Chief Operating Officer and President is required to submit his resignation from the Company’s Board of Directors and from his positions as an officer and employee of the Company. | mm07-3010_8k.htm |
| 2010-07-22 | 8-K | 2010-07-21 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On July 21, 2010, the Company was notified by NASDAQ that a NASDAQ Listing Qualifications Panel (the “Panel”) has determined to delist the Company’s common stock from The NASDAQ Stock Market and suspend its trading, effective July 23, 2010, as a result of the Company’s failure to comply with the minimum $1.00 per share closing bid price requirement set forth in NASDAQ Listing Rule 5450(a)(1). | mm07-2110_8k.htm |
| 2010-06-18 | 8-K | 2010-06-18 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 5.03 On June 18, 2010, NextWave Wireless Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment, in the form of Exhibit 3.1 attached hereto (the “Certificate of Amendment”), amending Article IV of its Amended and Restated Certificate of Incorporation to effect a one-for-seven reverse stock split of its common stock. 8.01 On June 18, 2010, the Company issued a press release announcing the one-for-seven reverse stock split of its common stock to be effected pursuant to the Certificate of Amendment. | mm06-1810_8k.htm |
| 2010-06-08 | 8-K | 2010-06-03 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 (a) The annual meeting of stockholders of NextWave Wireless Inc. (the “Company”) was held on June 3, 2010. 8.01 The Company currently anticipates that it will complete the one for seven reverse stock split approved at the 2010 annual meeting of stockholders on June 21, 2010. | mm06-0710_8k.htm |
| 2010-06-03 | 8-K | 2010-05-27 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 As of the Closing Date, the aggregate $25 million of First Lien Notes issued to date in connection with the funding in full under the Commitment Letter constitute a direct financial obligation of the Company. | mm06-0310_8k.htm |
| 2010-03-19 | 8-K | 2010-03-16 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 Pursuant to the Amendment and Waiver, the Company issued Third Lien Notes as Fee Notes to the Third Lien Holders. | mm03-1810_8k1.htm |
| 2010-03-19 | 8-K/A | 2010-03-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (d) Election of New Director. | mm03-1810_8k2.htm |
| 2010-01-25 | 8-K | 2010-01-22 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 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”). | mm01-2510_8k.htm |
| 2009-12-23 | 8-K | 2009-12-17 | 8.01 Other Events | 8.01 As previously disclosed, NextWave Wireless Inc. (the “Company”) entered into three separate Warrant Agreements (dated October 9, 2008, April 8, 2009 and July 2, 2009) with Avenue AIV US, L.P. (“Avenue”) pursuant to which Avenue was issued warrants to purchase an aggregate number of 45 million shares of common stock, par value $0.001 per share (“Common Stock”) of the Company (collectively, the “Warrant Shares”), for an exercise price of $0.01 per share in connection with certain financing transactions. | nwi12-23_8k.htm |
| 2009-11-13 | 8-K | 2009-11-11 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (d) Election of New Director. | mm11-1209_8k.htm |
| 2009-07-06 | 8-K | 2009-07-02 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | mv7-6_8knotes.txt | |
| 2009-07-06 | 8-K | 2009-07-02 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | mv7-6_8ksale.txt | |
| 2009-05-26 | 8-K | 2009-05-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | mv5-22_8k.txt | |
| 2009-05-06 | 8-K | 2009-05-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (b) On May 5, 2009, NextWave Wireless Inc. (the “Company”), announced governance changes in light of the completion of the initial phase of the Company’s global restructuring initiative and the divestiture or discontinuance of the Company’s wireless semiconductor and network equipment businesses, with its PacketVideo subsidiary remaining as the only operating business. | mm05-0509_8k.htm |
| 2009-04-14 | 8-K | 2009-04-08 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 Pursuant to the Warrant Agreements, on April 8, 2009, the Company issued Warrants to purchase an aggregate of 10 million shares of its common stock, with an exercise price of $0.01 per share. | mm04-1309_8k.htm |
| 2009-03-13 | 8-K | 2009-03-12 | 2.02 Results of Operations and Financial Condition; 2.05 Costs Associated with Exit or Disposal Activities; 2.06 Material Impairments; 8.01 Other Events | 2.02 On March 12, 2009, NextWave Wireless Inc. (the “Company”) filed with the Securities and Exchange Commission a Notification of Late Filing (the “Form 12b-25”) under Rule 12b-25 of the Securities Exchange Act of 1934, relating to its Annual Report on Form 10-K for the fiscal year ended December 27, 2008. 2.05 In the Company’s Quarterly Report on Form 10-Q for the quarter ending September 27, 2008, the Company previously disclosed costs incurred as a result of its implementation of a global restructuring initiative, pursuant to which the Company has divested, either through sale, dissolution or closure, its network infrastructure businesses, and will, among other things, divest its semiconductor business, pursue the sale of certain of its other businesses and assets and complete other cost reduction actions. 2.06 In the Company’s Quarterly Report on Form 10-Q for the quarter ending September 27, 2008, the Company previously disclosed asset impairment charges recognized as a result of its implementation of its global restructuring initiative. 8.01 The Company’s Form 12b-25, which is filed as Exhibit 99.1 to this Form 8-K, is incorporated herein by reference. | mm03-1309_8k.htm |
| 2009-01-02 | 8-K | 2008-12-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 (b) On December 24, 2008, Dr. William Jones resigned from his position as a member of the Board of Directors of NextWave Wireless Inc. (“NextWave”) and as an officer of NextWave. 8.01 In its Quarterly Report on Form 10-Q for the fiscal quarter ended September 27, 2008 (the “Third Quarter 10-Q”), NextWave reiterated its intention to divest its network infrastructure businesses, reported in its Networks segment, either through sale, dissolution or closure. | mm01-0209_8k.htm |
| 2008-10-21 | 8-K | 2008-10-15 | 1.03 Bankruptcy or Receivership | mm10-2108_8k.htm | |
| 2008-10-14 | 8-K | 2008-10-07 | 1.01 Entry into a Material Definitive Agreement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | mm10-1408_8k.htm | |
| 2008-10-02 | 8-K | 2008-09-26 | 1.01 Entry into a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 2.05 Costs Associated with Exit or Disposal Activities; 2.06 Material Impairments | mm10-0208_8k.htm | |
| 2008-09-18 | 8-K | 2008-09-17 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | mm09-1708_8k.htm | |
| 2008-07-23 | 8-K | 2008-07-17 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | mm07-2208_8k.htm | |
| 2008-04-25 | 8-K/A | 2008-04-23 | 8.01 Other Events | mv4-25_8ka.txt | |
| 2008-04-24 | 8-K | 2008-04-23 | 8.01 Other Events | mv4-24_8k.txt | |
| 2008-03-24 | 8-K | 2008-03-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | mm03-2108_8k.txt | |
| 2008-03-21 | 8-K | 2008-03-21 | 8.01 Other Events | mm03-2008_8k.txt | |
| 2007-12-11 | 8-K | 2007-12-11 | 8.01 Other Events | mm12-0307_8k.txt | |
| 2007-11-16 | 8-K | 2007-11-14 | 8.01 Other Events | mm11-1607_8k.txt | |
| 2007-11-02 | 8-K | 2007-10-30 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | mm11-0207_8k.txt | |
| 2007-07-26 | 8-K/A | 2007-05-17 | 9.01 Financial Statements and Exhibits | mm07-2507_8ka.txt | |
| 2007-05-23 | 8-K | 2007-05-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | mm05-2107_8k.txt | |
| 2007-05-18 | 8-K | 2007-05-11 | 2.01 Completion of Acquisition or Disposition of Assets | mm05-1707_8k.txt | |
| 2007-05-08 | 8-K | 2007-04-23 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | mm05-0807_8k.txt | |
| 2007-04-12 | 8-K | 2007-04-06 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | mv4-11_8k.txt | |
| 2007-03-26 | 8-K | 2006-12-18 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | mm03-2307_8k.txt | |
| 2007-01-03 | 8-K | 2006-12-29 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | mm12-2906_8k.txt | |
| 2006-12-21 | 8-K | 2006-12-18 | 2.01 Completion of Acquisition or Disposition of Assets; 7.01 Regulation FD Disclosure | mm12-2106_8k.txt | |
| 2006-12-15 | 8-K | 2006-12-15 | 7.01 Regulation FD Disclosure | mm12-1506_8k.txt | |
| 2006-12-07 | 8-K | 2006-12-06 | 7.01 Regulation FD Disclosure | mm12-0706_8k.txt | |
| 2006-11-14 | 8-K | 2006-11-07 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders | mv11-14_8k.txt |