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): July 7, 2010

UTSTARCOM, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of
incorporation) 000-29661 (Commission File Number) 52-1782500 (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 1.01Entry into a Material Definitive Agreement.

On February 4, 2010, UTStarcom, Inc. (the “Company”) filed a Current Report on Form 8-K reporting that on February 1, 2010, it had entered into a Common Stock Purchase Agreement (the “BEIID Agreement”) with Beijing E-town International Investment and Development Co., Ltd. (“BEIID”), and a Common Stock Purchase Agreement (together with the BEIID Agreement, the “Purchase Agreements”) with Elite Noble Limited and Shah Capital Opportunity Fund LP (collectively with BEIID, the “Investors”), pursuant to which the Company proposed to issue and sell common stock to the Investors in a private placement transaction (the “Placement”).

On May 4, 2010, the Company filed a Current Report on Form 8-K reporting that on April 30, 2010, the Company and the Investors entered into an amendment to each of the Purchase Agreements (collectively, the “Amendments”) to amend certain terms related to the rights of the Company and the Investors to terminate the Purchase Agreements.  The Purchase Agreements initially provided that the Purchase Agreements may be terminated by either the Company or the applicable Investors under certain circumstances if the closing of the Placement had not occurred within 90 days of February 1, 2010.  Under the terms of the Amendments, the Purchase Agreements may be terminated by either the Company or the Investors if closing of the Placement has not occurred within 120 days of February 1, 2010.

On June 4, 2010, the Company and the Investors entered into a second amendment to each of the Purchase Agreements (collectively, the “Second Amendments”) to amend certain terms related to the rights of the Company and the Investors to terminate the Purchase Agreements.  Under the terms of the Second Amendments, the Purchase Agreements may be terminated by either the Company or the Investors if closing of the Placement has not occurred within 150 days of February 1, 2010.

On July 7, 2010, the Company and the Investors entered into a third amendment to each of the Purchase Agreements (collectively, the “Third Amendments”) to amend certain terms related to the rights of the Company and the Investors to terminate the Purchase Agreements.  Under the terms of the Third Amendments, the Purchase Agreements may be terminated by either the Company or the Investors if closing of the Placement has not occurred within 180 days of February 1, 2010.  As of the date hereof, the closing of the Placement has not occurred.

Copies of the Third Amendments are attached as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and are incorporated by reference herein.

Item 9.01               Financial Statements and Exhibits.

(d)               Exhibits

Exhibit Number	Description
10.1	Third Amendment to Common Stock Purchase Agreement dated February 1, 2010, as amended on April 30, 2010 and June 4, 2010, by and between the Company and Beijing E-town International Investment and Development Co., Ltd.
10.2	Third Amendment to Common Stock Purchase Agreement dated February 1, 2010, as amended on April 30, 2010 and June 4, 2010, by and among the Company, Elite Noble Limited and Shah Capital Opportunity Fund LP

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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:July 13, 2010	By:	/s/ Peter Blackmore
	Name:	Peter Blackmore
	Title:	Chief Executive Officer

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EXHIBIT INDEX

Exhibit Number	Description
10.1	Third Amendment to Common Stock Purchase Agreement dated February 1, 2010, as amended on April 30, 2010 and June 4, 2010, by and between the Company and Beijing E-town International Investment and Development Co., Ltd.
10.2	Third Amendment to Common Stock Purchase Agreement dated February 1, 2010, as amended on April 30, 2010 and June 4, 2010, by and among the Company, Elite Noble Limited and Shah Capital Opportunity Fund LP

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EX-10.1

Exhibit 10.1

UTSTARCOM, INC.

THIRD AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT

This THIRD AMENDMENT (this “Amendment”) to the Common Stock Purchase Agreement dated as of February 1, 2010, as amended on April 30, 2010 and June 4, 2010 (the “Agreement”), by and between UTStarcom, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and Beijing E-Town International Investment and Development Co., Ltd., a company incorporated under the laws of the People’s Republic of China (the “Purchaser”), is made and entered into as of July 7, 2010.  Capitalized terms used and not otherwise defined in this Amendment shall have the meanings ascribed to them in the Agreement.

RECITALS

WHEREAS, Section 6.14 of the Agreement provides that either the Company or the Purchaser may terminate the Agreement under certain circumstances if the Closing has not occurred within 150 days of the date thereof.

WHEREAS, the Company and the Purchaser desire to amend the Agreement such that either the Company or the Purchaser may terminate the Agreement under certain circumstances if the Closing has not occurred within 180 days of the date thereof.

WHEREAS, Section 6.8 of the Agreement provides that any provision of the Agreement may be amended, modified or terminated only upon the written consent of the Company and the Purchaser.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Purchaser and the Company hereby agree as follows:

1.     Amendment.  Section 6.14(a)(ii) of the Agreement is hereby amended and restated in its entirety to read as follows:

“(ii) by either the Company or the Purchaser if the Closing has not occurred within 180 days of the date hereof; provided, however, that the right to terminate this Agreement under this Section 6.14(a)(ii) shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Closing to occur on or before such date and such action or failure or failure to act constitutes a material breach of this Agreement.”

2.     Continuing Agreement.  Except as specifically amended by this Amendment, all of the terms of the Agreement shall remain and continue in full force and effect.

3.     Counterparts.  This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.  A facsimile, portable document file (PDF) or other reproduction of this Amendment may be executed by one or more parties and delivered by such party by facsimile, electronic mail or any similar electronic transmission pursuant to which the signature of or on behalf of such party can be seen.  Such execution and delivery shall be considered valid, binding and effective for all purposes.

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4.     Governing Law.  This Amendment shall be governed by and construed in accordance with the internal and substantive laws of the State of California and without regard to any conflicts of laws concepts which would apply the substantive law of some other jurisdiction.

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IN WITNESS WHEREOF, the Purchaser and the Company have caused their duly authorized representatives to execute this Amendment as of the date first written above.

COMPANY:
UTSTARCOM, INC.
By:	/s/ Peter Blackmore
Name: Peter Blackmore
Title: Chief Executive Officer

Signature Page to Third Amendment to Common Stock Purchase Agreement

IN WITNESS WHEREOF, the Purchaser and the Company have caused their duly authorized representatives to execute this Amendment as of the date first written above.

PURCHASER:
BEIJING E-TOWN INTERNATIONAL INVESTMENT AND DEVELOPMENT CO., LTD.
By:	/s/ Xiaoping Li
Name: Xiaoping Li
Title: Executive Deputy General Manager

Signature Page to Third Amendment to Common Stock Purchase Agreement

EX-10.2

Exhibit 10.2

UTSTARCOM, INC.

THIRD AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT

This THIRD AMENDMENT (this “Amendment”) to the Common Stock Purchase Agreement dated as of February 1, 2010, as amended on April 30, 2010 and June 4, 2010 (the “Agreement”), by and among UTStarcom, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”) and the purchasers listed on Schedule A thereto (the “Purchasers”), is made and entered into as of July 7, 2010.  Capitalized terms used and not otherwise defined in this Amendment shall have the meanings ascribed to them in the Agreement.

RECITALS

WHEREAS, Section 6.14 of the Agreement provides that either the Company or the Purchasers representing 75% of the Purchase Shares may terminate the Agreement under certain circumstances if the Closing has not occurred within 150 days of the date thereof.

WHEREAS, the Company and the Purchasers desire to amend the Agreement such that either the Company or the Purchasers representing 75% of the Purchase Shares may terminate the Agreement under certain circumstances if the Closing has not occurred within 180 days of the date thereof.

WHEREAS, Section 6.8 of the Agreement provides that any provision of the Agreement may be amended, modified or terminated only upon the written consent of the Company and the Purchasers representing 75% of the Purchase Shares.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Purchasers and the Company hereby agree as follows:

1.     Amendment.  Section 6.14(a)(ii) of the Agreement is hereby amended and restated in its entirety to read as follows:

“(ii) by either the Company or Purchasers representing 75% of the Purchase Shares purchasable hereunder if the Closing has not occurred within 180 days of the date hereof; provided, however, that the right to terminate this Agreement under this Section 6.14(a)(ii) shall not be available to any party whose (in the case of the Purchasers, any Purchaser’s) action or failure to act has been a principal cause of or resulted in the failure of the Closing to occur on or before such date and such action or failure or failure to act constitutes a material breach of this Agreement.”

2.     Continuing Agreement.  Except as specifically amended by this Amendment, all of the terms of the Agreement shall remain and continue in full force and effect.

3.     Counterparts.  This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.  A facsimile, portable document file (PDF) or other reproduction of this Amendment may be executed by one or more parties and delivered by such party by facsimile, electronic mail or any similar electronic transmission pursuant to which the signature of or on behalf of such party can be seen.  Such execution and delivery shall be considered valid, binding and effective for all purposes.

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4.     Governing Law.  This Amendment shall be governed by and construed in accordance with the internal and substantive laws of the State of California and without regard to any conflicts of laws concepts which would apply the substantive law of some other jurisdiction.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the Purchasers and the Company have caused their duly authorized representatives to execute this Amendment as of the date first written above.

COMPANY:
UTSTARCOM, INC.
By:	/s/ Peter Blackmore
Name: Peter Blackmore
Title: Chief Executive Officer

Signature Page to Third Amendment to Common Stock Purchase Agreement

IN WITNESS WHEREOF, the Purchasers and the Company have caused their duly authorized representatives to execute this Amendment as of the date first written above.

PURCHASERS:
ELITE NOBLE LIMITED
By:	/s/ Jingchun Sun
Name: Jingchun Sun
Title: Director

Signature Page to Third Amendment to Common Stock Purchase Agreement

IN WITNESS WHEREOF, the Purchasers and the Company have caused their duly authorized representatives to execute this Amendment as of the date first written above.

PURCHASERS:
SHAH CAPITAL OPPORTUNITY FUND LP
By:	/s/ Himanshu H. Shah
Name: Himanshu H. Shah
Title: General Partner

Signature Page to Third Amendment to Common Stock Purchase Agreement