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): August 27, 2009

WORLDSPACE, INC.

(Exact name of Registrant as specified in its charter)

STATE OF DELAWARE	000-51466	52-1732881
(State or other jurisdiction of incorporation)	Commission File Number	(I.R.S. Employer Identification Number)

8515 Georgia Avenue, Silver Spring, MD	20910
(Address of principal executive offices)	(Zip code)

(301) 960-1200

(Registrant’s telephone number, including area code)

N.A.

(Former name or former address, if changes 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):

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

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

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

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.02. Termination of a Material Definitive Agreement.

On August 27, 2009, WorldSpace, Inc. (the “Company”) announced that the asset purchase agreement providing for the sale of substantially all of its assets to Yenura Pte. Ltd. (“Yenura”) had been terminated by the Company’s debtor in possession lenders (“DIP Lenders”).

ITEM 8.01. Other Events.

The Company issued a press release announcing that its asset purchase agreement with Yenura has been terminated. A copy of the press release is attached hereto as Exhibit 99.1.

ITEM 9.01. Financial Statements and Exhibits.

(a) Not Applicable.

(b) Not Applicable.

(c) Not Applicable.

(d) The following exhibit is filed as part of this report:

Exhibit No.	Description
99.1	Press Release of WorldSpace, Inc., dated August 27, 2009.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 27, 2009

WORLDSPACE, INC.
(Registrant)
By:	/s/ Donald J. Frickel
Name:	Donald J. Frickel
Title:	Executive Vice President, General Counsel
	and Secretary

EXHIBITS

Exhibit No.	Description
99.1	Press Release for WorldSpace, Inc., dated August 27, 2009

EX-99.1

Exhibit 99.1

WORLDSPACE ASSET PURCHASE AGREEMENT TERMINATED

Silver Spring, Md., August 27, 2009 – WorldSpace, Inc. (“WorldSpace”) announced today that the asset purchase agreement providing for the sale of substantially all of its assets to Yenura Pte. Ltd. (“Yenura”) had been terminated by WorldSpace’s debtor in possession lenders (“DIP Lenders”). The DIP Lenders exercised their right to terminate the Yenura purchase agreement after Yenura had defaulted in the payment of certain amounts payable thereunder and had failed to remedy such defaults within applicable cure periods. WorldSpace is in discussions with its creditor constituents regarding, and is reviewing, its strategic alternatives in light of the notification of the Yenura purchase agreement termination.

About 1worldspace^™

Based in the Washington, DC metropolitan area, 1worldspace^™ satellites cover two-thirds of the earth and enable the Company to offer a wide range of innovative services for consumers, enterprises and governments, including distance learning, alert delivery, data delivery, and disaster readiness and response systems. 1worldspace^™ is a pioneer of satellite-based digital radio services. For more information, visit www.1worldspace.com

Forward-looking Statements

This press release may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations or beliefs about future events and financial, political and social trends and assumptions it has made based on information currently available to it. The Company cannot assure that any expectations, forecasts or assumptions made by management in preparing these forward-looking statements will prove accurate, or that any projections will be realized. Such forward-looking statements may be affected by inaccurate assumptions or by known or unknown risks or uncertainties. Actual results may vary materially from those expressed or implied by the statements herein. For factors that could cause actual results to vary, perhaps materially, from these forward-looking statements, please refer to the Company’s Form 10-K, filed with the Securities and Exchange Commission, and other subsequent filings. Forward-looking statements contained herein speak only as of the date of this release. The Company does not undertake any obligation to update or revise publicly any forward-looking statements, whether to reflect new information, future events or otherwise.

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