6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2014

Commission File Number: 001-35216

UTSTARCOM HOLDINGS CORP.

Union 7, Level 23, One Island East

18 Westlands Road, Hong Kong

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No x

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, thereunto duly authorized.

UTStarcom Holdings Corp.

/s/ Robert Pu

Robert Pu

Chief Financial Officer

Date: March 12, 2014

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release, dated March 12, 2014, entitled “UTStarcom Announces Share Subscription by Shah Capital”
10.2	Share Subscription Agreement, dated March 11, 2014, by and between UTStarcom Holdings Corp. and Shah Capital Opportunity Fund LP

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EX-99.1

Exhibit 99.1

UTStarcom Announces Share Subscription by Shah Capital

Hong Kong, March 12, 2014 — UTStarcom (NASDAQ: UTSI), a global telecommunications infrastructure provider, today announced that it entered into a Share Subscription Agreement (the “ Subscription Agreement”) with Shah Capital Opportunity Fund LP (“Shah Capital”) on March 11, 2014. The transaction was consummated on the same date.

Pursuant to the Subscription Agreement, Shah Capital subscribed for and purchased 2,000,000 shares of common stock, with par value US$0.00375 per share, from the Company for a price of $2.67 per share. This price represents 1.3% premium to the 30-day weighted average of the Company’s common stock price as of March 10, 2014.

Following the close of the transaction, Shah Capital’s beneficial ownership in the Company increased from 21.9% to 26.0%. The purchase was made on top of the recent increase of ownership that occurred in January 2013, at which time Shah Capital increased its holdings from 17.2%.

By increasing its beneficial ownership in the Company through the transaction, Shah Capital has reiterated its confidence that the Company’s ongoing turnaround strategy will produce continued growth and improved performance.

Forward-looking Statements

This press release includes forward-looking statements, including statements regarding the Company’s strategic initiatives and the Company’s business outlook. These statements are forward-looking in nature and subject to risks and uncertainties that may cause actual results to differ materially and adversely from the Company’s current expectations. These include risks and uncertainties related to, among other things, changes in the financial condition and cash position of the Company, changes in the composition of the Company’s management and their effect on the Company, the Company’s ability to realize anticipated results of operational improvements and benefits of the divestiture transaction, the ability to successfully identify and acquire appropriate technologies and businesses for inorganic growth and to integrate such acquisitions, the ability to internally innovate and develop new products, assumptions the Company makes regarding the growth of the market and the success of the Company’s offerings in the market, and the Company’s ability to execute its business plan and manage regulatory matters.  The risks and uncertainties also include the risk factors identified in the Company’s latest annual report on Form 20-F and current reports on Form 6-K as filed with the Securities and Exchange Commission. The Company is in a period of strategic transition and the conduct of its business is exposed to additional risks as a result. All forward-looking statements included in this press release are based upon information available to the Company as of the date of this press release, which may change, and the Company assumes no obligation to update any such forward-looking statements.

About UTStarcom Holdings Corp.

UTStarcom (NASDAQ: UTSI) is a global telecom infrastructure provider dedicated to developing technology that will serve the rapidly growing demand for bandwidth from cloud-based services, mobile, streaming and other applications. We work with carriers globally, from Asia to the Americas, to meet this demand through a range of innovative broadband packet optical transport and wireless/fixed-line access products and solutions. The Company’s end-to-end broadband product portfolio, enhanced through in-house Software Defined Networking (SDN)-based orchestration, enables mobile and fixed-line network operators and enterprises worldwide to build highly efficient and resilient future-proof networks for a range of applications, including mobile backhaul, metro aggregation, broadband access and Wi-Fi data offload. Our strategic investments in media operational support service providers expand UTStarcom’s capabilities in the field of next generation video platforms. UTStarcom was founded in 1991, started trading on NASDAQ in 2000, and has operating entities in Tokyo, Japan; Fremont, USA; Hangzhou, China; Delhi and Bangalore, India. For more information about UTStarcom, please visit http://www.utstar.com.

For investor and media inquiries, please contact:

Jane Zuo

Tel: +852-3750-7632
Email: jane.zuo@utstar.com

May Shen (Beijing)
Tel: +86-10-8591-1951
Email: May.Shen@fticonsulting.com

Daniel DelRe (Hong Kong)
Tel: +852-3768-4547
Email: Daniel.DelRe@fticonsulting.com

Simona Kormanikova (New York)
Tel: +1 212-850-5685
Email: Simona.Kormanikova@fticonsulting.com

EX-10.2

Exhibit 10.2

SHARE SUBSCRIPTION AGREEMENT

This Share Subscription Agreement (this “Agreement”), dated as of March 11, 2014, is between UTStarcom Holdings Corp., a company incorporated in the Cayman Islands (the “Company”) and Shah Capital Opportunity Fund LP (the “Purchaser”).

WHEREAS, on the terms and conditions set forth in this Agreement, the Company desires to issue and allot to the Purchaser, and the Purchaser desires to subscribe for and purchase from the Company, an aggregate number of 2,000,000 ordinary shares, par value US$0.00375 per share, of the Company (the “Ordinary Shares” or the “Securities”) for a price of $2.67 per share.

NOW THEREFORE, the parties hereby agree as follows:

SECTION I

SUBSCRIPTION OF SECURITIES

1.01Subscription of Securities. The Company hereby agrees to issue and allot to the Purchaser, and the Purchaser hereby agrees to subscribe for and purchase from the Company, 2,000,000 Ordinary Shares on the Closing Date and pursuant to and in accordance with the terms and conditions set forth in this Agreement.

1.02Subscription Price.

(a)In full consideration of the subscription of all of the Ordinary Shares by the Company, the Purchaser shall pay to the Company on the Closing Date an aggregate amount equal to US$5,340,000 (the “Aggregate Subscription Price”).

(b)The Aggregate Subscription Price payable to the Company on the Closing Date shall be paid by the Purchaser via wire transfer of immediately available funds in U.S. dollars to an account designated by the Company.

1.03Closing. The closing of the subscription of the Ordinary Shares (the “Closing”) will take place at 10:00 a.m. (United States Eastern time) on March 11, 2014, or at such other time and date as the parties hereto may agree (the “Closing Date”).

SECTION II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

2.01In order to induce the Purchaser to subscribe for and purchase the Securities from the Company, the Company represents and warrants to the Purchaser as follows:

(a)Existence.  The Company is duly incorporated and validly existing under the laws of the jurisdiction of its incorporation, and has full power and authority to issue and allot the Securities and to enter into and perform its obligations under this Agreement.

(b)Authorization. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company.  No consent, approval, license from, or exemption of (other than exemptions from applicable federal and state securities laws), and no registration, qualification, designation, declaration or filing with (other than applicable filings pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), any court or governmental department, commission, board, bureau, agency or instrumentality, or any other party, which has not been obtained as of the date hereof, is or will be necessary for the valid execution and delivery by the Company of this Agreement or the consummation by the Company of the transactions contemplated by this Agreement.

(c)No Conflict with Other Instruments.  Neither the execution and delivery by the Company of this Agreement, the consummation by the Company of the transactions contemplated by this Agreement, nor the compliance by the Company with the terms and conditions of this Agreement, will (i) violate any provision of the Company’s constitutional documents, as amended to date; (ii) to its knowledge, violate or conflict with or result in a breach of any law, regulation, order, writ, injunction or decree of any court, arbitrator or governmental instrumentality to which the Company is bound; or (iii) violate or be in conflict with, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or entitle any party to terminate any or all of the provisions of, or cause the acceleration of or entitle any party to accelerate the performance required by, or cause the acceleration of or entitle any party to accelerate the maturity of any debt or obligation pursuant to, any contract, agreement, arrangement, commitment or restriction of any kind to which the Company is a party or by which the Company is bound.

(d)Validity and Binding Effect.  This Agreement has been duly and validly executed and delivered by the Company; and this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforceability of this Agreement may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforceability of creditors’ rights generally, or by general principles of equity.

(e)Offering.  Provided that the representations and warranties made by the Purchaser herein are complete, true and accurate, then the offer, issuance and sale of the Securities pursuant hereto will be exempt from the registration requirements of Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable U.S. state securities laws.  Neither the Company nor any agent on its behalf has solicited any offers to sell or has offered to sell all or any part of the Securities to any person or persons so as to bring the sale of such securities within the registration and/or qualification provisions of the Securities Act or any applicable U.S. state securities laws.

2.02No Other Representations or Warranties.  Except for the representations and warranties contained in Section 2.01, the Company makes no express or implied representation or warranty to the Purchaser.

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SECTION III

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

3.01In order to induce the Company to issue and allot the Securities to the Purchaser, the Purchaser represents and warrants to the Company as follows:

(a)Existence and Good Standing.  The Purchaser is duly organized and validly existing under the laws and regulations of its jurisdiction, and has full power and authority to subscribe for and purchase the Securities and to enter into and perform its obligations under this Agreement.

(b)Authorization.  The execution and delivery of this Agreement by the Purchaser and the consummation by the Purchaser of the transactions contemplated by this Agreement have been duly authorized and approved by all necessary corporate action on the part of the Purchaser.  No consent, approval, license from, or exemption of (other than exemptions from applicable federal and state securities laws), and no registration, qualification, designation, declaration or filing with (other than applicable filings pursuant to Sections 13 and 16 of the Exchange Act), any court or governmental department, commission, board, bureau, agency or instrumentality, or any other party, which has not been obtained as of the date hereof, is or will be necessary for the valid execution and delivery by the Purchaser of this Agreement or the consummation by the Purchaser of the transactions contemplated by this Agreement.

(c)No Conflict with Other Instruments.  The execution and delivery by the Purchaser of this Agreement, the consummation by the Purchaser of the transactions contemplated by this Agreement and the compliance by the Purchaser with the terms and conditions by this Agreement, will not (i) violate any provision of the Purchaser’s constitutive documents; (ii) to its knowledge, violate or conflict with or result in a breach of any law, regulation, order, writ, injunction or decree of any court, arbitrator or governmental instrumentality to which the Purchaser is bound; or (iii) violate or be in conflict with, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or entitle any party to terminate any or all of the provisions of, or cause the acceleration of or entitle any party to accelerate the performance required by, or cause the acceleration of or entitle any party to accelerate the maturity of any debt or obligation pursuant to, any contract, agreement, arrangement, commitment or restriction of any kind to which the Purchaser is a party or by which the Purchaser is bound.

(d)Validity and Binding Effect.  This Agreement has been duly and validly executed and delivered by the Purchaser, and this Agreement constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforceability of creditors’ rights generally, or by general principles of equity.  The Purchaser has adequate surplus or other available capital, as applicable, to effect the subscription of the Securities in accordance with the terms and conditions of this Agreement.

(e)Litigation.  There is no (i) action, suit, claim, proceeding or investigation pending or, to the Purchaser’s knowledge, threatened against or affecting, the Purchaser, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) arbitration proceeding relating to the Purchaser, or (iii) governmental inquiry pending, or to the Purchaser’s knowledge threatened, against or affecting the Purchaser, any of which, as it relates to clauses (i), (ii) and (iii), if adversely determined, would invalidate or prevent the performance by the Purchaser of the transactions contemplated by this Agreement.

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(f)Purchase for Own Account.  The Purchaser represents that it is acquiring the Securities solely for the Purchaser’s own account not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same.

(g)Accredited Investor.  (a) The Purchaser is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act (an “Accredited Investor”), or (b) if the Purchaser was formed for the specific purpose of acquiring the Securities, then each shareholder or member of the Purchaser is an Accredited Investor.

(h)Rule 144.  The Purchaser understands that the Securities may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Securities or on an available exemption from registration under the Securities Act, the Securities must be held indefinitely.  In particular, the Purchaser is aware that the Securities may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that rule are met.  Among the conditions for use of Rule 144 is the availability of current information to the public about the Company.

(i)Legend.  Each certificate representing any of the Securities shall be endorsed with the applicable legend set forth below and any other legend required by applicable law, and the Purchaser covenants that, except to the extent such restrictions are waived in writing by the Company, it shall not transfer the shares represented by any such certificate without complying with the restrictions on transfer described in this Agreement and the legend endorsed on such certificate:

THE ORDINARY SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNLESS (I) THERE IS AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH OFFER, SALE OR TRANSFER OR (II) AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS FOR SUCH OFFER, SALE OR TRANSFER IS AVAILABLE AND AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO UTSTARCOM HOLDINGS CORP. HAS BEEN PROVIDED COVERING SUCH EXEMPTION. HEDGING TRANSACTIONS INVOLVING THE SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.  THIS CERTIFICATE MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE, HYPOTHECATION OR ANY OTHER TRANSFER OF ANY INTEREST IN ANY OF THE SHARES REPRESENTED BY THIS CERTIFICATE.

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3.02No Other Representations or Warranties.  Except for the representations and warranties contained in Section 3.01, the Purchaser makes no express or implied representation or warranty to the Company.

SECTION IV

MISCELLANEOUS

4.01Survival.  All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the closing of the transactions contemplated hereby for a period of 12 months after the Closing.  All covenants and other agreements of the parties contained herein shall survive the execution and delivery of this Agreement and the closings of the transactions contemplated hereby until fully performed or fulfilled.

4.02Agreement; Amendments.  This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements between them, whether written or oral, with respect to its subject matter.  Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Purchaser or the Company from the terms of any provision of this Agreement, shall be effective (i) only if it is made or given in writing and signed by the Purchaser and the Company, and (ii) only in the specific instance and for the specific purpose for which made or given.  Neither the Purchaser nor the Company shall assign any of its rights or obligations under this Agreement without the written consent of the other party hereto.

4.03Fees and Expenses.  Each of the parties hereto shall pay its own fees and expenses incurred in connection with this Agreement or otherwise.

4.04Public Announcements.  Except as required by law or regulation, no party shall make any public announcements in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other party, and the parties shall cooperate as to the timing and contents of any such announcement.  Notwithstanding the foregoing, the Company may disclose this Agreement and the transactions contemplated hereby to the extent such details have been disclosed in accordance with the beneficial ownership reporting requirements under the United States securities laws.

4.05Governing Law.  This Agreement and the rights and obligations of the parties under it shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to the rules and principles of conflicts of laws thereof.

4.06Counterparts; Facsimile Execution.  This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all of which together shall constitute one and the same instrument. For purposes of this Agreement, a document (or signature page thereto) signed and transmitted by email or facsimile is to be treated as an original document.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

UTStarcom Holdings Corp.
By:			/s/ William Wong
		Name: William Wong
		Title: Chief Executive Officer and Director
Shah Capital Opportunity Fund LP
By:			/s/ Himanshu H. Shah
	Name: Himanshu H. Shah
	Title: Managing Member