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): June 6, 2008

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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At meetings held on June 6, 2008, the Board of Directors (the “Board”) and Compensation Committee of the Board (the “Compensation Committee”) of UTStarcom, Inc. (the “Company”) took the following actions effective as of the dates noted below:

Appointment of Lead Director

The Board appointed Thomas J. Toy, the Company’s current Chairman of the Board, as the Lead Director, effective July 1, 2008. Mr. Toy had previously served as Lead Director from June 6, 2006 through January 1, 2007.  The Lead Director’s responsibilities will include, among other things, facilitating communications among directors, chairing an executive session of the independent directors at regularly scheduled meetings as required by Nasdaq Marketplace Rule 4350(c)(2), and overseeing processes established for stockholder communication with members of the Board. The Lead Director is an independent director of the Company.

In connection with the appointment of Mr. Toy as Lead Director, the Board approved compensation to the Lead Director in the amount of $20,000 per year.

Appointment of New Chairman of the Board

The Board appointed Hong Liang Lu, the Company’s current Chief Executive Officer, as Chairman of the Board of Directors, effective July 1, 2008.  Mr. Lu will remain an employee of the Company. Mr. Lu will receive no additional compensation for serving as an employee director of the Company.

Appointment of New Chief Executive Officer; Grant of Restricted Stock

The Board appointed Peter Blackmore, the Company’s current President and Chief Operating Officer, as Chief Executive Officer and President of the Company, effective July 1, 2008.

In connection with this appointment, the Compensation Committee approved grants to Mr. Blackmore of a total of 172,500 shares of restricted stock which will vest as follows, subject to Mr. Blackmore remaining a service provider to the Company on each such date:  115,000 shares will vest 50% on February 27, 2009 and 50% on February 26, 2010; and 57,500 shares will vest 25% on each of February 27, 2009, February 26, 2010, February 28, 2011 and February 29, 2012. The grant of restricted stock to Mr. Blackmore will be effective June 30, 2008.

Increase in Number of Directors; Appointment of Peter Blackmore to Board of Directors

In accordance with Section 3.2 of the Company’s Bylaws, the Board approved an increase in the number of authorized directors of the Company from seven (7) to eight (8).  The Board then appointed Peter Blackmore to serve as a Class II director of the Company, effective July 1, 2008.  Mr. Blackmore will serve as a Class II director from the effective date of his appointment until the earlier of (i) the date of the Company’s annual meeting of stockholders to be held in 2011 or (ii) his resignation or removal.  Mr. Blackmore will receive no additional compensation for serving as an employee director of the Company.

On June 9, 2008, the Company issued a press release with respect to the matters described above, a copy of which is attached hereto as Exhibit 99.1.

2

Grant of Restricted Stock to Named Executive Officer

The Compensation Committee approved a grant of 150,000 shares of restricted stock to David King, the Company’s Senior Vice President of International Sales and Marketing, effective June 30, 2008.  The shares of restricted stock will vest as follows, subject to Mr. King remaining a service provider to the Company on each such date:  50% on June 30, 2009 and 50% on June 30, 2010.

Item 9.01.Financial Statements and Exhibits.

 (d)Exhibits

The following exhibit is furnished pursuant to Item 5.02:

Exhibit No.	Description
99.1	Press Release dated June 9, 2008

3

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: June 10, 2008	By:	/s/ Susan Marsch
	Name:	Susan Marsch
	Title:	Vice President and General Counsel

4

EXHIBITS

Exhibit No.	Description
99.1	Press Release dated June 9, 2008

5

EX-99.1

Exhibit 99.1

PETER BLACKMORE NAMED CEO OF UTSTARCOM

EFFECTIVE JULY 1, 2008

Hong Liang Lu to Assume Executive Chairman Role

ALAMEDA, California, June 9, 2008 – UTStarcom, Inc. (Nasdaq: UTSI), a global leader in IP-based, end-to-end networking solutions and services, announced today that its board of directors has appointed Peter Blackmore as the company’s chief executive officer, effective July 1, 2008.  Blackmore also will join UTStarcom’s board.

The appointment is consistent with UTStarcom’s previously disclosed succession strategy.  Blackmore, 61, succeeds Hong Liang Lu, 53, who will become the company’s executive chairman of the board.  In addition to his role as executive chairman, Lu will focus externally as an ambassador of UTStarcom, with particular emphasis on Asia, and will analyze and recommend new business model and technology strategies to enhance UTStarcom’s competitive position.  Lu will remain a full-time employee of the company.

In addition, UTStarcom disclosed that Thomas Toy, currently chairman of the board, will assume the role of lead director on July 1.

“Since joining UTStarcom in 2007, Peter has been a driving force.  Under his leadership, the company undertook a broad strategic review resulting in a new strategy that focuses on the core business areas of multimedia and broadband and specific geographic markets with the best growth opportunities,” noted Hong Lu.  “He also enhanced internal operations and continues to drive the company toward operational excellence.  We’ve made significant progress against our stated strategy and Peter has gained the respect and admiration of UTStarcom’s 5,000 employees around the world as well as that of our key customers and partners.  I look forward to continuing to work with Peter and the board in my new role.”

 “I am honored to assume the CEO role from Hong, one of the telecommunications industry’s true global visionaries,” said Peter Blackmore.

UTStarcom Inc.

1275 Harbor Bay Parkway

Alameda, CA 94502

“Over the past year, UTStarcom has made great strides, and I’m proud of the people and innovative technologies that made our successes possible.  As we continue to focus on executing our strategy and delivering our customers the most compelling solutions available, we’ll fully realize our excellent potential.”

Blackmore joined UTStarcom as president and chief operating officer from Unisys, where he served as executive vice president in charge of worldwide sales, marketing and technology since 2005. Prior to Unisys, he was with Hewlett-Packard Company, a global technology solutions provider, serving as executive vice president of the Customer Solutions Group (2004) and executive vice president of the Enterprise Systems Group (2002-2004). From 1991 until its acquisition by Hewlett-Packard in 2002, Blackmore was with Compaq Computer Corporation, serving in a number of senior management positions, most recently as executive vice president of worldwide sales and services (2000-2002).

Lu, a Taiwan China-born, US-educated (Berkeley) entrepreneur, founded UTStarcom in 1991 as Unitech Telecom, focusing on the telecommunications market in China. In 1995, Unitech merged with Starcom Networks to form UTStarcom.

Under Lu’s leadership, UTStarcom launched the Personal Access System (PAS), a low-cost wireless alternative with more than 50 million subscribers in China.  As the first large-scale deployment of affordable cellular technology in rural China, PAS is a widely known and respected technology in the telecommunications industry.

Also during Lu’s tenure, UTStarcom went public in March 2000, and then made a series of acquisitions expanding its business and technology beyond its base in China to other developing economies in Asia and Latin America as well as to Japan, the United States and Europe. UTStarcom acquired several companies to expand its technology portfolio and market opportunities in areas such as broadband and IP-based communications.

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 broadband, wireless, and handset solutions to operators in both emerging 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 development operations in the United States, Canada, China, Korea and India. For more information about UTStarcom, visit the company’s Web site at www.utstar.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding UTStarcom’s future strategy, including statements regarding the company’s geographic markets providing the best growth opportunities and delivering the company’s customers the most compelling solutions available.  These statements are forward-looking in nature and subject to risks and uncertainties that may cause actual results to differ materially. Factors that could cause actual results to differ materially from those contained in our forward-looking statements include: increased competition; economic issues in the identified geographic markets; failure to rapidly and successfully develop and introduce new products; risks associated with delays in product development or customer acceptance and implementation of new products and technologies.  Please also refer to UTStarcom’s periodic reports that are filed from time to time with the Securities and Exchange Commission, including our latest Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.  UTStarcom assumes no obligation to, and does not currently intend to, update these forward-looking statements.

For More Information

Darleen DeRosa

Senior Director, Corporate Public Relations

UTStarcom, Inc.

(510) 499-4988

darleen.derosa@utstar.com