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): May 25, 2005

YDI WIRELESS, INC. (Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of
incorporation) 000-29053 (Commission file number) 04-2751645 (IRS employer identification no.)

8000 Lee Highway, Falls Church, VA (Address of principal executive offices) 22042 (Zip code)

Registrant's telephone number, including area code: (703) 205-0600

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 (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 8.01     Other Events.

        On May 25, 2005, YDI Wireless, Inc. repurchased 1,000,000 shares of its common stock for an aggregate purchase price of $2,000,000. This stock had originally been issued in a private placement in May 2004 as part of the consideration paid to the stockholders of KarlNet, Inc. in connection with YDI's acquisition of KarlNet.

        YDI issued a press release announcing this stock repurchase on May 31, 2005. A copy of that press release is attached hereto as Exhibit 99.1.

Item 9.01     Financial Statements and Exhibits.

(c) Exhibits

See Exhibit Index.

SIGNATURE

        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.

 

Dated:  June 1, 2005

 YDI WIRELESS, INC.

 By:  /s/ David L. Renauld
         David L. Renauld
         Vice President

EXHIBIT INDEX

Number

99.1    Title

Press release dated May 31, 2005.

2

EX-99.1

Exhibit 99.1

For Further Information Contact:
David Renauld
Vice President, Corporate Affairs
(413) 665-8551

FOR IMMEDIATE RELEASE
May 31, 2005

TERABEAM WIRELESS REPURCHASES 1,000,000 SHARES OF ITS STOCK

        Falls Church, VA, May 31, 2005 – Terabeam Wireless, the business name of YDI Wireless, Inc. (NASDAQ:YDIW), a leading developer and supplier of broadband wireless solutions, today announced that it has repurchased 1,000,000 shares of its common stock for $2,000,000. This stock had originally been issued in May 2004 as part of the consideration paid to the stockholders of KarlNet, Inc. in connection with Terabeam Wireless’ acquisition of KarlNet.

        Robert Fitzgerald, Terabeam Wireless’ Chief Executive Officer, stated, “We are very pleased to have consummated this repurchase. It reduces the number of our outstanding common shares by approximately 4.5%. With this repurchase, the total number of shares of our stock that we have repurchased since September 2004 is 5,716,933 – over 21% of our shares outstanding prior to the repurchases.”

About Terabeam Wireless
Terabeam Wireless is the business name of YDI Wireless, Inc. Terabeam Wireless is a world leader in providing extended range, license-free wireless data equipment and is a leading designer of turnkey long distance wireless systems ranging from 9600 bps to 1.42 Gbps for applications such as wireless Internet, wireless video, wireless LANs, wireless WANs, wireless MANs, and wireless virtual private networks. Additional information about Terabeam Wireless as well as its complete product line can be found at the company’s website located at http://www.terabeam.com or by contacting the company by telephone at 413-665-8551 or by email at IR@terabeam.com.

Safe Harbor Statement
Statements in this press release that are not statements of historical facts are forward-looking statements that involve risks, uncertainties, and assumptions. Terabeam Wireless’ actual results may differ materially from the results anticipated in these forward-looking statements. The forward-looking statements involve risks and uncertainties that could contribute to such differences including those relating to the downturn and ongoing uncertainty in the telecommunications industry and larger economy; the intense competition in Terabeam Wireless’ industries and resulting impacts on its pricing, gross margins, and general financial performance; difficulties in predicting Terabeam Wireless’ future financial performance; difficulties or delays in developing and supplying new products with the contemplated or desired features, performance, cost, price, and other characteristics; and the impacts and effects of any strategic transactions we may evaluate or consummate. Further information on these and other factors that could affect Terabeam Wireless’ actual results is and will be included in filings made by Terabeam Wireless from time to time with the Securities and Exchange Commission and in its other public statements.