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): October 8, 2010

NEXTWAVE WIRELESS INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33226	20-5361360
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

12264 El Camino Real, Suite 305 San Diego, California	92130
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (858) 731-5300

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K 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 1.02. Termination of Material Definitive Agreement.

On October 8, 2010, the Stockholders’ Agreement dated July 2, 2009, by and among NextWave Wireless Inc. (the “Company”), NextWave Broadband Inc., a wholly-owned subsidiary of the Company (“NextWave Broadband”), PacketVideo Corporation (“PacketVideo”), and NTT DOCOMO, INC. (“DOCOMO”) was terminated in connection with the closing of the Transaction (as defined and described below in Item 2.01 of this current report).

Item 2.01. Completion of Acquisition or Disposition of Assets.

On October 8, 2010 (the “Closing Date”), pursuant to the Stock Purchase Agreement dated July 30, 2010 (the “Stock Purchase Agreement”), by and among the Company, NextWave Broadband Inc., a wholly-owned subsidiary of the Company, PacketVideo and DOCOMO, NextWave Broadband completed the sale to DOCOMO of all of the issued and outstanding shares of common stock of PacketVideo held by NextWave Broadband (the “Shares”), representing 65% of the issued and outstanding common stock of PacketVideo, for an aggregate purchase price of $111.6 million (the “Transaction”).

The Transaction resulted in estimated net cash proceeds of approximately $106.5 million, after deduction of estimated expenses for the transaction, of which approximately $94.0 million is being applied to retire principal and accrued interest on the Company’s Senior Secured First Lien Notes pursuant to its secured note agreements, and approximately $12.5 million is being retained by the Company to fund its working capital needs. The Transaction was approved by the stockholders of the Company at a special meeting held on October 1, 2010.

Upon completion of the Transaction, PacketVideo became a wholly-owned subsidiary of DOCOMO. DOCOMO had previously acquired 35% of the issued and outstanding common stock of PacketVideo in July 2009. In connection with the July 2009 transaction, the Company, NextWave Broadband, PacketVideo and DOCOMO entered into a Stockholders’ Agreement dated July 2, 2009, pursuant to which, among other things, DOCOMO was granted the right (the “Option”) to purchase all of the remaining shares of common stock of PacketVideo held by NextWave Broadband. The closing of the Transaction represented the completion of DOCOMO’s exercise of the Option as contemplated by the Stockholders’ Agreement. As described above, the Stockholders’ Agreement was terminated in connection with the closing of the Transaction.

Pursuant to the Stock Purchase Agreement, the Company, NextWave Broadband and PacketVideo made customary representations to DOCOMO relating to PacketVideo and the ownership of the Shares. Such representations and warranties will survive for 8 months following the Closing Date and will be subject to indemnification pursuant to the Stock Purchase Agreement, subject to a cap of $8 million with certain exceptions.

The Company and NextWave Broadband have also agreed not to compete with PacketVideo’s business, solicit its employees, or induce its customers to terminate or modify their relationship with PacketVideo, subject to limited exceptions, for a period of two years following the Closing Date.

The foregoing description of the Stock Purchase Agreement contained in this Item 2.01 does not purport to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement, which is attached as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on August 2, 2010, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed consolidated balance sheet of the Company and its subsidiaries as of July 3, 2010 and the unaudited pro forma condensed consolidated statements of operations of the Company and its subsidiaries for the six months ended July 3, 2010, and for the years ended January 2, 2010 and December 27, 2008 are included as Exhibit 99.1 hereto and incorporated herein by reference.

(d) Exhibits.

Exhibit No.	Description
99.1	Unaudited Pro Forma Condensed Consolidated Financial Information.

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.

NEXTWAVE WIRELESS INC.
By:	/S/    FRANK A. CASSOU
Name:	Frank A. Cassou
Title:	Executive Vice President and Chief Legal Counsel

Dated: October 8, 2010

EX-99.1

Exhibit 99.1

NEXTWAVE WIRELESS INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On July 2, 2009, NextWave Wireless Inc. (“NextWave”) sold a 35% noncontrolling interest in its PacketVideo Corporation (“PacketVideo”) subsidiary to NTT DOCOMO, Inc. (“DOCOMO”), a customer of PacketVideo for $45.5 million. On October 8, 2010, NextWave sold the remaining 65% interest in its PacketVideo subsidiary for net proceeds of $106.5 million, after deducting estimated direct and incremental costs of $5.1 million (collectively, the “Transactions”).

The following unaudited pro forma condensed consolidated financial statements are presented for NextWave to illustrate the effects solely of the sale of PacketVideo to DOCOMO and the retention by NextWave of $12.5 million of the net proceeds for general working capital purposes and permitted investments, to pay estimated transaction costs and to retire outstanding debt. The unaudited pro forma condensed consolidated balance sheet as of July 3, 2010 illustrates the estimated effects of the sale of the remaining 65% interest in PacketVideo as if the sale had occurred on July 3, 2010. The unaudited pro forma condensed consolidated statements of operations for the six months ended July 3, 2010, and for the years ended January 2, 2010 and December 27, 2008 illustrate the estimated effects of the sales as if the Transactions were consummated on December 30, 2007. These pro forma adjustments and assumptions are described in the accompanying notes to the unaudited pro forma condensed consolidated financial statements. Two years of unaudited pro forma condensed consolidated income statements have been provided as PacketVideo is included in discontinued operations in subsequent filings.

The unaudited pro forma condensed consolidated financial statements have been prepared using assumptions and estimates that NextWave management believes are reasonable under the circumstances and are intended for informational purposes only. They are not necessarily indicative of the financial results that would have occurred if the transactions described herein had taken place on the dates indicated, nor are they indicative of the future consolidated results of NextWave. However, management believes that the estimates and assumptions used provide a reasonable basis for presenting the significant effects of the sale of its PacketVideo subsidiary. Management also believes the pro forma adjustments give appropriate effect to the estimates and assumptions and are applied in conformity with accounting principles generally accepted in the United States of America.

The following unaudited pro forma condensed consolidated balance sheet as of July 3, 2010 and the unaudited pro forma condensed consolidated statements of operations for the six months ended July 3, 2010, and for the years ended January 2, 2010 and December 27, 2008 should be read in conjunction with the historical consolidated financial statements and accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations of NextWave for the six months ended July 3, 2010 (unaudited) and for the years ended January 2, 2010 and December 27, 2008 (audited), including the related notes, filed with the Securities and Exchange Commission on Form 10-Q on August 10, 2010 and on Form 10-K on April 2, 2010, respectively.

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NEXTWAVE WIRELESS INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JULY 3, 2010

(in thousands)

	Historical			Pro  Forma Adjustments			Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	31,576		$	12,500	(a)	$	44,076
Restricted cash and marketable securities		3,634			—			3,634
Wireless spectrum licenses held for sale		59,048			—			59,048
Prepaid expenses and other current assets		551			—			551
Current assets of discontinued operations		68,285			(63,815	)(b)		4,470
Total current assets		163,094			(51,315	)		111,779
Wireless spectrum licenses, net		405,325			—			405,325
Property and equipment, net		3,821			—			3,821
Other assets		5,126			(40	)(c)		5,086
Total assets	$	577,366		$	(51,355	)	$	526,011
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	1,307		$	—		$	1,307
Accrued expenses		7,891			—			7,891
Current portion of long-term obligations		62,134			—			62,134
Other current liabilities		136			—			136
Current liabilities of discontinued operations		28,117			(22,362	)(b)		5,755
Total current liabilities		99,585			(22,362	)		77,223
Deferred income tax liabilities		88,867			—			88,867
Long-term obligations, net of current portion		729,282			(91,301	)(c)		637,981
Other liabilities		5,674			—			5,674
Commitments and contingencies
Stockholders’ deficit:
Stockholders’ deficit attributed to NextWave		(360,551	)		76,817	(d)		(283,734	)
Noncontrolling interest in subsidiary		14,509			(14,509	)(d)		—
Total stockholders’ deficit		(346,042	)		62,808			(283,234	)
Total liabilities and stockholders’ deficit	$	577,366		$	(51,355	)	$	526,011

The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.

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NEXTWAVE WIRELESS INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE SIX MONTHS ENDED JULY 3, 2010

(in thousands, except per share data)

	Historical			Pro Forma Adjustments (e)		Pro Forma
General and administrative operating expenses	$	13,874		$	—	$	13,874
Gain on sale of wireless spectrum licenses		12			—		12
Loss from operations		(13,862	)		—		(13,862	)
Other income (expense):
Interest income		514			—		514
Interest expense		(98,263	)		—		(98,263	)
Gain on extinguishment of debt		37,988			—		37,988
Other income, net		9,381			—		9,381
Total other income (expense), net		(50,380	)		—		(50,380	)
Net income (loss) from continuing operations		(64,242	)		—		(64,242	)
Loss from discontinued operations		(10,290	)		2,298		(7,992	)
Net loss attributed to NextWave	$	(74,532	)	$	2,298	$	(72,234	)
Amounts attributed to NextWave common shares:
Loss from continuing operations	$	(64,242	)	$	—	$	(64,242	)
Loss from discontinued operations, net of loss on divestiture of discontinued operations, taxes and net loss attributed to noncontrolling interest		(10,290	)		2,298		(7,992	)
Net loss attributed to NextWave common shares	$	(74,532	)	$	2,298	$	(72,234	)
Net loss per share attributed to NextWave common shares – basic and diluted
Continuing operations	$	(2.65	)			$	(2.65	)
Discontinued operations		(0.42	)				(0.33	)
Net loss	$	(3.07	)			$	(2.98	)
Weighted average shares used in per share calculation		24,256					24,256

The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.

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NEXTWAVE WIRELESS INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED JANUARY 2, 2010

(in thousands, except per share data)

	Historical			Pro Forma Adjustments (e)			Pro Forma
Revenues	$	50,693		$	(50,693	)	$	—
Revenues – related party		9,537			(9,537	)		—
Total revenues		60,230			(60,230	)		—
Operating expenses:
Cost of revenues		21,735			(21,735	)		—
Cost of revenues – related party		468			(468	)		—
Engineering, research and development		22,046			(22,046	)		—
Sales and marketing		8,832			(8,625	)		207
General and administrative		44,303			(11,118	)		33,185
Asset impairment charges		9,550			—			9,550
Restructuring charges		3,841			(53	)		3,788
Total operating expenses		110,775			(64,045	)		46,730
Gain on sale of wireless spectrum licenses		2,664			—			2,664
Loss from operations		(47,881	)		3,815			(44,066	)
Other income (expense):
Interest income		473			(15	)		458
Interest expense		(164,151	)		2			(164,149	)
Other expense, net		(8,715	)		504			(8,211	)
Total other income (expense), net		(172,393	)		491			(171,902	)
Loss from continuing operations before income taxes		(220,274	)		4,306			(215,968	)
Income tax benefit		100			993			1,093
Net loss from continuing operations		(220,174	)		5,299			(214,875	)
Loss from discontinued operations		(70,111	)		—			(70,111	)
Net loss		(290,285	)		5,299			(284,986	)
Net loss attributed to noncontrolling interest in subsidiary – continuing operations		104			(104	)		—
Net loss attributed to NextWave	$	(290,181	)	$	5,195		$	(284,986	)
Amounts attributed to NextWave common shares:
Loss from continuing operations, net of tax	$	(220,070	)	$	5,195		$	(214,875	)
Loss from discontinued operations, net of tax		(70,111	)		—			(70,111	)
Net loss attributed to NextWave common shares	$	(290,181	)	$	5,195		$	(284,986	)
Net loss per share attributed to NextWave common shares – basic and diluted
Continuing operations	$	(9.77	)				$	(9.54	)
Discontinued operations		(3.11	)					(3.11	)
Net loss	$	(12.88	)				$	(12.65	)
Weighted average shares used in per share calculation		22,535						22,535

The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.

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NEXTWAVE WIRELESS INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 27, 2008

(in thousands, except per share data)

	Historical			Pro Forma Adjustments (e)			Pro Forma
Revenues	$	63,009		$	(63,009	)	$	—
Operating expenses:
Cost of revenues		18,819			(18,819	)		—
Engineering, research and development		26,370			(25,443	)		927
Sales and marketing		12,597			(10,752	)		1,845
General and administrative		63,641			(11,205	)		52,436
Asset impairment charges		6,837			—			6,837
Restructuring charges		7,582			(203	)		7,379
Total operating expenses		135,846			(66,422	)		69,424
Gain on sale of wireless spectrum licenses		70,283			—			70,283
Income (loss) from operations		(2,554	)		3,413			859
Other income (expense):
Interest income		3,048			(23	)		3,025
Interest expense		(99,338	)		2			(99,336	)
Other expense, net		(2,314	)		(387	)		(2,701	)
Total other income (expense), net		(98,604	)		(408	)		(99,012	)
Loss from continuing operations before income taxes		(101,158	)		3,005			(98,153	)
Income tax benefit		1,777			1,107			2,884
Net loss from continuing operations		(99,381	)		4,112			(95,269	)
Loss from discontinued operations		(329,876	)		—			(329,876	)
Net loss attributed to NextWave	$	(429,257	)	$	4,112		$	(425,145	)
Amounts attributed to NextWave common shares:
Loss from continuing operations, net of tax	$	(99,381	)	$	4,112		$	(95,269	)
Less: Preferred stock imputed dividends		(22,769	)		—			(22,769	)
Accretion of issuance costs on preferred stock		(230	)		—			(230	)
Exchange of Series A Preferred Stock for Third Lien Notes		104,349			—			104,349
Loss from continuing operations, including preferred stock dividends, costs and exchange		(18,031	)		4,112			(13,919	)
Loss from discontinued operations, net of tax		(329,876	)		—			(329,876	)
Net loss attributed to NextWave common shares	$	(347,907	)	$	4,112		$	(343,795	)
Net loss per share attributed to NextWave common shares – basic and diluted
Continuing operations	$	(1.14	)				$	(0.88	)
Discontinued operations		(20.95	)					(20.95	)
Net loss	$	(22.09	)				$	(21.83	)
Weighted average shares used in per share calculation		15,746						15,746

The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.

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NEXTWAVE WIRELESS INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

The accompanying unaudited pro forma condensed consolidated financial statements and explanatory notes present the financial statements of NextWave Wireless Inc. as if the sale of our remaining 65% interest in PacketVideo had occurred on July 3, 2010 with respect to the unaudited pro forma condensed consolidated balance sheet and as if the Transactions had occurred on December 30, 2007 with respect to the unaudited pro forma condensed consolidated statement of operations for the six months ended July 3, 2010, and for the years ended January 2, 2010 and December 27, 2008. The unaudited pro forma condensed consolidated balance sheet also presumes of the $111.6 million in gross sales proceeds, $12.5 million is retained by NextWave for general working capital purposes and permitted investments, $5.1 million is paid for estimated direct and incremental transaction costs and the remainder of $94.0 million is used to redeem a portion of our Senior Secured First Lien Notes, plus accrued interest, on July 3, 2010. Actual application of net proceeds to redeem outstanding Senior Secured First Lien Notes and the amount of available working capital upon consummation of the proposed transaction to sell the remaining 65% interest in PacketVideo will be different due to additional indebtedness incurred after the July 3, 2010 balance sheet date.

The unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and do not purport to represent what the financial position or results of operations of NextWave would have been had the Transactions occurred on the dates noted above, or to project the financial position or results of operations of NextWave for any future periods. The pro forma adjustments are based on available information and certain assumptions that management believes are reasonable. The pro forma adjustments are directly attributable to the Transactions and are expected to have a continuing impact on the results of operations of NextWave.

The actual effect of the sales could differ from the pro forma adjustments projected here. However, in the opinion of management, all adjustments necessary to present fairly the unaudited pro forma financial statements have been made.

2. Notes to Unaudited Pro Forma Adjustments

Unaudited Pro Forma Condensed Consolidated Balance Sheet

(a) To record the sales proceeds and related impact including $12.5 million retained by NextWave for general working capital purposes and permitted investments, $5.1 million in estimated direct and incremental transaction costs and the remainder of $94.0 million used to redeem a portion of our Senior Secured First Lien Notes, plus accrued interest, on July 3, 2010 as follows:

(in thousands)
Gross sale proceeds	$	111,600
Less estimated direct and incremental transaction costs		(5,100	)
Estimated net sales proceeds		106,500
Less assumed redemption of Senior Secured First Lien Notes and accrued interest on July 3, 2010		(94,000	)
Pro forma adjustment to cash and cash equivalents	$	12,500

(b) To eliminate the assets and liabilities of PacketVideo reported in discontinued operations anticipated to be sold to DOCOMO.

(c) To record the following:

(in thousands)
Reduction in related unamortized debt issue costs	$	(40	)
Net reduction in other assets	$	(40	)
Assumed principal redemption of Senior Secured First Lien Notes on July 3, 2010	$	(89,120	)
Assumed payment of related accrued interest		(4,880	)
Reduction in related unamortized discount		2,699
Net reduction in long-term obligations	$	(91,301	)

Actual application of net proceeds to redeem outstanding Senior Secured First Lien Notes and the amount of available working capital upon consummation of the proposed transaction to sell the remaining 65% interest in PacketVideo will be different due to additional indebtedness incurred after the July 3, 2010 balance sheet date.

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(d) To record the gain on sale of assets, as if the transaction had occurred on July 3, 2010. The actual gain on sale calculated as of the actual transaction date may differ from the gain presented in these unaudited pro forma financial statements. No pro forma adjustment to the statement of operations has been recorded as this is a nonrecurring item.

(in thousands)
Sales price	$	111,600
Less estimated transactions costs		(5,100	)
Estimated net sales proceeds		106,500
Noncontrolling interest in PacketVideo		14,509
Carrying amount of assets and liabilities of PacketVideo		(41,453	)
Estimated net gain on sale		79,556
Interest expense from accelerated amortization of unamortized discount and issue costs on debt assumed to be paid		(2,739	)
Change in stockholders’ deficit attributed to NextWave	$	76,817

Unaudited Pro Forma Condensed Consolidated Statements of Operations

(e) To eliminate the revenues, operating expenses, other income (expense), tax provisions (benefits) and noncontrolling interest share in net loss of PacketVideo that was sold.

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