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 2, 2007

                     INTERDIGITAL COMMUNICATIONS CORPORATION
               (Exact Name of Registrant as Specified in Charter)

        Pennsylvania                  1-11152                  23-1882087
(State or Other Jurisdiction   (Commission File Number)     (I.R.S. Employer
    of Incorporation)                                     Identification Number)


                                781 Third Avenue
                         King of Prussia, PA 19406-1409
                    (Address of Principal Executive Offices)

                                 (610) 878-7800
              (Registrant's telephone number, including area code)


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

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
         Exchange Act

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
         Exchange Act


Item 1.01. Entry into a Material Definitive Agreement.

     (a) On July 2, 2007, for the purpose of reorganizing into a holding company
structure,   InterDigital   Communications   Corporation   executed  a  Plan  of
Reorganization ("Plan") and an Agreement and Plan of Merger ("Merger Agreement")
with  InterDigital,  Inc., a Pennsylvania  corporation  and another newly formed
Pennsylvania  corporation  owned 100% by InterDigital,  Inc. ("Merger Sub"). The
common stock of InterDigital Communications Corporation has been publicly traded
since  1981.  Pursuant  to the Merger  Agreement,  Merger  Sub has  merged  (the
"Merger")  with  and  into   InterDigital   Communications   Corporation,   with
InterDigital  Communications  Corporation  as the  surviving  corporation.  As a
result  of  the  Merger,   InterDigital  Communications  Corporation  is  now  a
wholly-owned subsidiary of InterDigital, Inc. Following the Merger, InterDigital
Communications  Corporation will convert from a Pennsylvania  corporation into a
Delaware  corporation and then convert into a Delaware limited liability company
and change its name to InterDigital  Communications,  LLC. The Merger,  together
with the subsequent conversion of InterDigital Communications Corporation into a
Delaware limited  liability  company and a further  conversion to a Pennsylvania
limited   liability   company,   is  herein  referred  to  collectively  as  the
"Reorganization."  As a  result  of the  Reorganization,  neither  the  business
conducted by InterDigital,  Inc. and InterDigital  Communications Corporation in
the aggregate, nor the consolidated assets and liabilities of InterDigital, Inc.
and InterDigital Communications Corporation, in the aggregate, will change.

     At the time the Plan and the Merger Agreement were executed,  InterDigital,
Inc.  was a  direct,  wholly-owned  subsidiary  of  InterDigital  Communications
Corporation and Merger Sub was a wholly-owned  subsidiary of InterDigital,  Inc.
and an indirect subsidiary of InterDigital Communications Corporation.  Pursuant
to Section  1924(b)(4)  of the  Pennsylvania  Business  Corporation  Law of 1988
("PBCL"),  shareholder  approval was not required for, and will not be sought in
connection with the Merger.

     By  virtue  of  the  Merger,  each  share  of  InterDigital  Communications
Corporation's  outstanding common stock has been converted, on a share-for-share
basis,  into a share of common  stock of  InterDigital,  Inc. As a result,  each
shareholder of InterDigital  Communications  Corporation has become the owner of
an identical number of shares of common stock of InterDigital, Inc.

     InterDigital,   Inc.'s   common   stock  will  be  traded  under  the  name
"InterDigital,  Inc." and will continue to be listed on the NASDAQ Global Select
Market under the ticker symbol "IDCC."

     Pursuant  to the  Amended  and  Restated  Rights  Agreement  by and between
InterDigital  Communications  Corporation  and American Stock Transfer and Trust
Company dated December 15, 2006 ("Rights Agreement"),  which has been assumed by
InterDigital,  Inc. as a successor to the Rights  Agreement (in accordance  with
the Rights  Agreement),  each share of common  stock of  InterDigital,  Inc.  is
accompanied  by an  attached  right to  purchase  one unit of the  InterDigital,
Inc.'s  Series B  Junior  Participating  Preferred  Stock.  For a more  detailed
description of the Rights  Agreement,  see Note 12 of the Notes to  Consolidated
Financial  Statements included in the Annual Report on Form 10-K of InterDigital
Communications Corporation for the year ended December 31, 2006.

     Further,  each  outstanding  stock option and restricted stock unit ("RSU")
with  respect  to the  acquisition  of  shares  of  InterDigital  Communications
Corporation's  common stock now represents an option or RSU, as the case may be,
with  respect  to  the   acquisition  of  an  identical   number  of  shares  of
InterDigital,  Inc.'s  common stock,  upon the same terms and  conditions as the
original option or RSU.



     The conversion of shares of capital stock in the Merger occurred without an
exchange of certificates. Accordingly, certificates formerly representing shares
of  outstanding  common stock of  InterDigital  Communications  Corporation  are
deemed to represent  the same number of shares of common stock in  InterDigital,
Inc. Shareholders do not need to exchange their share certificates.

     The provisions of the articles of incorporation and bylaws of InterDigital,
Inc. are the same as those of InterDigital  Communications  Corporation prior to
the  Merger.   The  authorized   capital  stock  of   InterDigital,   Inc.,  the
designations,  rights,  powers and  preferences  of such  capital  stock and the
qualifications,  limitations and  restrictions  thereof are also the same as the
capital stock of InterDigital  Communications  Corporation  immediately prior to
the Merger. The directors and executive officers of InterDigital,  Inc., are the
same  individuals who were directors and executive  officers,  respectively,  of
InterDigital  Communications  Corporation  immediately prior to the Merger.  The
Reorganization  will not give rise to any taxable gain or loss to  shareholders,
option holders or RSU holders of InterDigital Communications Corporation.

     Upon  consummation  of the Merger,  InterDigital,  Inc.'s  common stock was
deemed to be registered  under Section 12(b) of the  Securities  Exchange Act of
1934, as amended, pursuant to Rule 12g-3(a) promulgated thereunder. For purposes
of Rule 12g-3(a),  InterDigital,  Inc., is the successor  issuer to InterDigital
Communications Corporation.

     A  copy  of  InterDigital   Communications   Corporation's   press  release
announcing the Reorganization is attached hereto as Exhibit 99.1.

     (b) As a  result  of the  Reorganization,  on  July 2,  2007,  InterDigital
Communications  Corporation,  InterDigital,  Inc. and certain of their  domestic
subsidiaries acting as guarantors (collectively, "InterDigital"), entered into a
First Amendment,  Consent and Joinder to Credit Agreement ("First Amendment") of
a $60 million unsecured revolving credit facility ("Credit Agreement") with Bank
of America,  N.A., as Administrative  Agent,  lender and L/C issuer and Citizens
Bank of America,  as lender.  The Credit  Agreement  was first  entered  into on
December 28, 2005 and expires on December 28, 2007. The First Amendment modifies
the  corporate  entities  identified  as  the  named  borrowers  and  subsidiary
guarantors to reflect the fact that the  Reorganization  has taken place.  There
were no other  material  modifications  to the terms of the Credit  Agreement as
such terms are described in InterDigital  Communication  Corporation's  Form 8-K
dated December 29, 2005, and which are incorporated herein by reference.

     As of July 2, 2007, InterDigital Communication Corporation did not have any
amounts outstanding under the Credit Agreement.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an
           Off-Balance Sheet Arrangement of a Registrant.

     On July 2, 2007, InterDigital  Communications Corporation and InterDigital,
Inc. and certain of their domestic  subsidiaries  acting as guarantors,  entered
into the First Amendment of the Credit Agreement with Bank of America,  N.A., as
Administrative  Agent,  lender and L/C issuer and Citizens  Bank of America,  as
lender.  The material terms and conditions of the First  Amendment are described
in Item 1.01(b)  above and are  incorporated  herein by  reference.  Except with
respect  to the  identity  of the  parties to the  Credit  Agreement,  which was
amended to reflect the fact that the  Reorganization has taken place, there were
no other  material  modifications  to the terms of the Credit  Agreement as such
terms are described in InterDigital  Communication  Corporation's Form 8-K dated
December 29, 2005, and which are incorporated herein by reference.



Item 3.03. Material Modification to Rights of Security Holders.

     The information contained in Item 1.01 is incorporated herein by reference.

Item 5.02. Compensatory Arrangements of Certain Officers.

     (e) In  connection  with the  Reorganization  described in Item 1.01 above,
effective  as of July 2, 2007,  the named  executive  officers  of  InterDigital
Communications Corporation have each entered into an Amendment and Assignment of
Employment Agreement together with InterDigital  Communications  Corporation and
InterDigital, Inc. The Amendment and Assignment of Employment Agreement for each
such individual (i) assigns each named executive  officer's  current  employment
agreement from InterDigital  Communications  Corporation to InterDigital,  Inc.,
(ii) affirms that the  Reorganization  described in Item 1.01(a)  above is not a
"Change  of  Control"  as such  term is  defined  within  each  named  executive
officer's employment  agreement,  and (iii) allows InterDigital,  Inc. to assign
such named executive officers, as appropriate, to various subsidiaries.

     In addition,  in connection with the Reorganization  described in Item 1.01
above,  effective as of July 2, 2007, the directors and named executive officers
of InterDigital  Communications Corporation have each entered into an Assignment
and Assumption of Indemnity Agreement together with InterDigital  Communications
Corporation  and  InterDigital,  Inc. The Assignment and Assumption of Indemnity
Agreement  provides  for  the  assignment  of  each  of the  above  individual's
Indemnity   Agreement   from   InterDigital    Communications   Corporation   to
InterDigital,  Inc.,  with no  other  modifications.  The  Indemnity  Agreements
provide that in addition to InterDigital,  Inc.'s general obligation to maintain
directors' and officers' liability insurance,  InterDigital,  Inc. will, subject
to certain conditions, indemnify and defend in whole or in part, such directors,
officers or agents of InterDigital, Inc. or InterDigital, Inc.'s subsidiaries in
connection with their service to InterDigital, Inc. and its subsidiaries.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
           Year.

     The information contained in Item 1.01 is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

        (c)     Exhibits

        99.1    Press release dated July 2, 2007.



                                   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.


                                       InterDigital Communications Corporation



                                       By: /s/ William J. Merritt
                                           ----------------------
                                           William J. Merritt
                                           President and Chief Executive Officer


Date: July 2, 2007



                                  EXHIBIT INDEX

Exhibit  No.                    Description
- ------------                    -----------

     99.1               Press release dated July 2, 2007

EX-99.1

                                                                    Exhibit 99.1

 InterDigital, Inc. Succeeds InterDigital Communications Corporation
                in Internal Structural Reorganization

               New Structure Supports Growth Initiatives


    KING OF PRUSSIA, Pa.--(BUSINESS WIRE)--July 2, 2007--InterDigital
Communications Corporation today announced that it has undertaken an
internal structural reorganization to better position the company to
successfully execute on its growth initiatives. Under the
reorganization, effective July 2, 2007, InterDigital, Inc., a
newly-formed entity, becomes the publicly-traded parent company for
all of the InterDigital companies, including InterDigital
Communications Corporation, InterDigital Technology Corporation, and
its additional subsidiaries. InterDigital, Inc.'s common stock will
continue to be traded on the NASDAQ Global Select Market under the
ticker symbol IDCC. The company will also align its subsidiary
companies consistent with the company's strategic plan.

    "InterDigital is moving rapidly from being a developer and
licensor of advanced wireless technologies, to a broader organization
involved in advanced wireless research, licensing, ASIC sales and
strategic investments," said William J. Merritt, InterDigital's
President and Chief Executive Officer. "The new business structure
provides the flexibility to establish focused business units as our
strategic initiatives mature which, in turn, creates a more efficient
organization for pursuing and maximizing our opportunities."

    All outstanding shares of InterDigital Communications Corporation
common stock have been converted automatically into shares of
InterDigital, Inc. on a share-for-share basis. Stock certificates
formerly representing shares of InterDigital Communications
Corporation (as well as the predecessor company, International Mobile
Machines Corporation) represent the same number of shares of common
stock in InterDigital, Inc. Shareholders do not need to exchange their
share certificates.

    Additional information relating to this corporate event is
available in the company's related Form 8-K filed today with the
Securities and Exchange Commission.

    About InterDigital

    InterDigital design, develop and provide advanced wireless
technologies and products that drive voice and data communications.
InterDigital is a leading contributor to the global wireless standards
and holds a strong portfolio of patented technologies which it
licenses to manufacturers of 2G, 2.5G, 3G and 802 products worldwide.
Additionally, InterDigital offers baseband product solutions and
protocol software for 3G multimode terminals and converged devices.
InterDigital's differentiated technology and product solutions deliver
time-to-market, performance and cost benefits. For more information,
please visit InterDigital's web site: www.interdigital.com.

    InterDigital is a registered trademark of InterDigital, Inc.


    CONTACT: InterDigital, Inc.
             Media Contact:
             Jack Indekeu, +1 610-878-7800
             jack.indekeu@interdigital.com
             or
             Investor Contact:
             Janet Point, +1 610-878-7800
             janet.point@interdigital.com