8-K

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 17, 2005

UTSTARCOM, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-29661	52-1782500
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
1275 Harbor Bay Parkway
Alameda, California 94502
(Address of principal executive offices)   (Zip code)
(510) 864-8800
(Registrant’s telephone number, including area code)
N/A
(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 (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    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 Principal Officers.

Effective January 17, 2005, Jeff Clarke was appointed to serve as a Class III member of the board of directors of UTStarcom, Inc. (the “Board”). Mr. Clarke will also serve as a member of the audit committee of the Board.

In connection with his appointment to the Board, effective January 17, 2005 Mr. Clarke was granted an option to purchase 80,000 shares of common stock  pursuant to the Company’s 2001 Director Stock Option Plan at a price of $16.96 per share. The shares subject to this option vest in equal installments of 25% per year on each of the first four anniversaries of the date of grant.

Item 8.01 Other Events.

On January 13, 2005, UTStarcom, Inc. issued a press release entitled “UTStarcom Names Jeff Clarke to Board of Directors.”  A copy of the press release is furnished as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

99.1 Press release entitled “UTStarcom Names Jeff Clarke to Board of Directors,” dated January 13, 2005.

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SIGNATURES

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.

	UTSTARCOM, INC.
Date: January 18, 2005	By:	/s/ Michael J. Sophie
	Name:	Michael J. Sophie
	Title:	Senior Vice President of Finance and Chief Financial Officer

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EX-99.1

Exhibit 99.1

UTSTARCOM NAMES JEFF CLARKE TO BOARD OF DIRECTORS

Clarke Brings Vast Experience in Operations Management and
Organizational Realignment

ALAMEDA, Calif., Jan. 13, 2005 — UTStarcom, Inc. (Nasdaq: UTSI), a global leader in IP-based, end-to-end networking solutions and services, today announced that Jeff Clarke, chief operating officer at Computer Associates and a 20-year veteran of the information technology industry, has accepted a position on the company’s board of directors effective January 17, 2005.

“Jeff’s expertise in finance, operations, and supply chain management, coupled with his work leading integration teams during corporate mergers and acquisitions, made him the ideal candidate to add to our board of directors,” said Hong Lu, chief executive officer of UTStarcom, Inc. “As UTStarcom continues to emerge as a leading worldwide vendor of networking and telecommunications equipment, we believe Jeff’s experience leading companies during high-growth periods will prove to be invaluable to our company as we continue to grow.”

Prior to joining Computer Associates in 2004, Clarke served as the executive vice president of global operations at Hewlett-Packard Company, where he was responsible for management of the company’s worldwide supply chain with procurement spending of $50 billion. From 1998 to 2002, Clarke worked at Compaq Computer Corporation, where he served as chief financial officer until the company’s merger with Hewlett Packard. In 2002, Clarke was integral in the planning, negotiations and execution of the merger of Compaq and Hewlett Packard, serving as executive vice president of merger integration with responsibility for merger integration planning and implementation. From 1985 to 1998, Clarke worked at Digital Equipment Corporation in various finance and operations-oriented roles. He is a graduate of State University of New York with a bachelor of science degree in economics and holds a masters of business administration from Northeastern University.

“UTStarcom is a company that is transforming itself from a single technology, single country focus to one of a global provider of diversified

UTStarcom Inc.

1275 Harbor Bay Parkway

Alameda, CA  94502

telecommunications and networking solutions and services to carriers worldwide,” Clarke said. “I plan to leverage my experience and expertise in the areas of finance and operations management from working with companies undergoing similar transitions to help drive UTStarcom’s future success.”

About UTStarcom, Inc.

UTStarcom is a global leader in IP-based, end-to-end networking solutions and international service and support.  The company sells its wireline, wireless, optical and switching solutions to operators in both fast growth and established telecommunications markets around the world.  UTStarcom enables its customers to rapidly deploy revenue-generating access services using their existing infrastructure, while providing a migration path to cost-efficient end-to-end IP networks. Founded in 1991 and headquartered in Alameda, California, the company has research and design operations in New Jersey, China, and India. UTStarcom is a FORTUNE 1000 company.

For more information about UTStarcom, visit the company’s Web site at www.utstar.com.

Forward-Looking Statements

The foregoing statements regarding, without limitation, UTStarcom’s anticipated continuing growth, emergence into a leading worldwide vendor of networking and telecommunications equipment, transformation into a global provider of diversified telecommunications and networking solutions and services to carriers worldwide, and ability to benefit from the experience and expertise of a member of the Company’s board of directors are forward-looking in nature and are subject to certain risks and uncertainties.  These factors include rapidly changing technology, the changing nature of the telecommunications markets worldwide, the termination of new contracts, partnerships or alliances and other uncertainties, such as changes in government regulation and licensing requirements and economic and political stability in the markets in which the Company operates.

Company Contact

Chesha Kamieniecki

Senior Manager of Investor Relations

UTStarcom, Inc.

(510) 749-1560

Press Contact

Stephanie Gallagher

Engage PR

(510) 748-8200, x213

stephanie@engagepr.com