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 18, 2010

NEXTWAVE WIRELESS INC.

(Exact name of registrant as specified in its charter)

Delaware	000-51958	20-5361360
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. employer identification no.)
10350 Science Center Drive, Suite 210 San Diego, California  92121
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (858) 731-5300

Not Applicable

(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:

[ ] 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 5.03                      Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On June 18, 2010, NextWave Wireless Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment, in the form of Exhibit 3.1 attached hereto (the “Certificate of Amendment”), amending Article IV of its Amended and Restated Certificate of Incorporation to effect a one-for-seven reverse stock split of its common stock.  The reverse split will reduce the total number of shares of common stock the Company has authority to issue from 400,000,000 to 57,142,857 and correspondingly increase the par value per share from $0.001 to $0.007.  The Certificate of Amendment will become effective at 12:01 a.m. New York City time on June 21, 2010.

Item 8.01                      Other Events

On June 18, 2010, the Company issued a press release announcing the one-for-seven reverse stock split of its common stock to be effected pursuant to the Certificate of Amendment.  A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01                      Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
3.1	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of NextWave Wireless Inc.
99.1	Press Release dated June 18, 2010 titled “NextWave Announces 1-for-7 Reverse Stock Split, Effective June 21, 2010”.

SIGNATURE

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

Date:  June 18, 2010

NEXTWAVE WIRELESS INC.
By:	/s/  Francis J. Harding
	Francis J. Harding Executive Vice President and Chief Financial Officer

EX-3.1

EXHIBIT 3.1

CERTIFICATE OF AMENDMENT

TO

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

NEXTWAVE WIRELESS INC.

NextWave Wireless Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

FIRST: The name of the corporation is NextWave Wireless Inc.

SECOND: The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of Delaware on June 29, 2006.

THIRD: The first paragraph of Article IV of the Corporation’s Amended and Restated Certificate of Incorporation is hereby amended to read in its entirety as follows:

The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares of Common Stock which this corporation has authority to issue is fifty seven million, one hundred forty two thousand, eight hundred fifty seven (57,142,857) with a par value of $0.007 per share. The total number of shares of Preferred Stock which this corporation has authority to issue is twenty-five million (25,000,000) with a par value of $0.001 per share.

FOURTH: The following is hereby added at the end of Article IV of the Corporation’s Amended and Restated Certificate of Incorporation:

Reverse Stock Split

On the effective date of the amendment revising Article IV and adding this paragraph to Article IV pursuant to the General Corporation Law of the State of Delaware (the “Effective Date”), each share of Common Stock, par value $0.001 per share (the “Old Common Stock”), issued and outstanding immediately before the Effective Date, shall be and hereby is, reclassified as and changed into one-seventh (1/7) of a share of Common Stock, par value $0.007 per share (the “New Common Stock”). Each outstanding stock certificate which immediately before the Effective Date represented one or more shares of Old Common Stock shall thereafter, automatically and without the necessity of surrendering the same for exchange, represent the number of whole shares of New Common Stock determined by multiplying the number of shares of Old Common Stock represented by such certificate immediately prior to the Effective Date by one-seventh (1/7), and shares of Old Common Stock held in uncertificated form shall be treated in the same manner. No fractional shares of New Common Stock will be issued, and stockholders who would otherwise be entitled to receive one or more fractional shares of New Common Stock shall instead receive a cash

payment equal to the fair value, as determined by the Board of Directors, of such fractional shares as of the Effective Date.

FIFTH: This Amendment to the Corporation’s Amended and Restated Certificate of Incorporation was duly adopted by unanimous consent of the Board of Directors of the Corporation, who have been duly elected and qualified, in accordance with the provisions of Section 242 of the DGCL.

SIXTH: The effective date of this Amendment will be Monday, June 21, 2010 at 12:01 A.M.

[Signature Page Follows]

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IN WITNESS WHEREOF, NextWave Wireless Inc. has caused this Certificate of Amendment to be signed by its Executive Vice President and Chief Financial Officer this 18th day of June, 2010.

NEXTWAVE WIRELESS INC.
By:	/s/  Francis J. Harding
Name:	Francis J. Harding
Title:	Executive Vice President and Chief Financial Officer

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EX-99.1

EXHIBIT 99.1

NextWave Announces 1-for-7 Reverse Stock Split,

Effective June 21, 2010

SAN DIEGO--(BUSINESS WIRE)-- NextWave Wireless Inc. (NASDAQ: WAVE - News) (the “Company”) today announced that it has filed a certificate of amendment to its Amended and Restated Certificate of Incorporation to effect a 1-for-7 reverse stock split that will become effective at 12:01 a.m. Eastern Time on Monday, June 21, 2010.  The primary purpose of the reverse stock split is to raise the per share trading price of the Company’s common stock to better enable the Company to maintain the listing of its common stock on The NASDAQ Stock Market LLC (“NASDAQ”).  It is expected that NASDAQ will append a “D” to the Company’s ticker symbol to indicate the completion of the reverse split and that after a 20-day period following the reverse split, the ticker symbol will revert to “WAVE”.

At the effective time of the reverse stock split, every 7 shares of the Company’s pre-split common stock, par value $0.001 per share, will automatically be reclassified as and converted into 1 share of post-split common stock, par value $0.007 share.  The number of authorized shares of the Company’s common stock will be reduced accordingly by a ratio of 1-for-7.  Outstanding stock incentive awards will also be adjusted to give effect to the reverse split and the shares available for future grants will be proportionately reduced.

The Company has retained its transfer agent, Computershare Shareholder Services (“Computershare”), to act as exchange agent for the reverse stock split.  Computershare will notify the Company’s stockholders of record that held paper share certificates as of the effective time to transmit outstanding share certificates to Computershare, and Computershare will issue new book entry statements of holding representing 1 share of post-split common stock for every 7 shares held of record as of the effective time.   Stockholders that currently hold shares in book entry form will receive updated statements of holding reflecting the reverse split and need not take any action.  In settlement of fractional shares that might arise as a result of the reverse split, the Company will cause Computershare to make a cash payment based on the average closing sales price of the Company’s common stock as reported on The Nasdaq Global Market for the ten trading days immediately preceding the effective time.

In order to maintain the Company’s listing on NASDAQ, on or before July 21, 2010, the Company’s common stock must have a closing bid price of $1.00 or more for a minimum of ten prior consecutive trading days.  If the Company is unable to meet this requirement, the NASDAQ Listing Qualifications Panel will issue a final determination to delist and suspend trading of the Company’s common stock.  The reverse stock split is intended to raise the bid price of the common stock to satisfy the $1.00 minimum bid price requirement. However, there can be no assurance that the reverse stock split will have the desired effect of sufficiently raising the common stock price. The effect of a reverse stock split upon the market price of the common stock cannot be predicted with any certainty. The market price of the common stock may vary based on other factors that are unrelated to the number of shares outstanding, including the Company’s future performance. We also cannot assure you that the common stock will not be delisted due to a failure to meet other continued listing requirements even if after the reverse stock split the market price per share of the common stock remains in excess of $1.00. If a delisting from NASDAQ were to occur, the Company may seek to have the common stock

traded on the OTC Bulletin Board or in the “pink sheets.” These alternative markets are generally considered to be less efficient and liquid than The NASDAQ Global Market.

About NextWave Wireless

NextWave Wireless Inc. is a wireless technology company that develops, produces and markets mobile multimedia and consumer electronic connectivity products including device-embedded software for mobile handsets, client-server media platforms, media sharing software for consumer electronics and pocket-sized mobile broadcast receivers. The company also manages and maintains worldwide wireless spectrum licenses.

Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements” for purposes of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. There can be no assurances that forward-looking statements will be achieved, and actual events or results could differ materially from the events or results predicted by such statements. Important factors that could cause actual events or results to differ materially are discussed in greater detail in the filings of NextWave with the Securities and Exchange Commission. All such documents are available through the SEC’s website at www.sec.gov.  NextWave makes no commitment to update any forward-looking statements in order to reflect subsequent changes in events or circumstances except as may be required pursuant to applicable law.

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