S-8

As filed with the Securities and Exchange Commission on June 9, 2006. File No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

_____________________

Terabeam, Inc.

(Exact name of registrant as specified in its charter)

_____________________

DELAWARE	04-2751645
(State or other jurisdiction of incorporation or organization)	(I.R.S Employer Identification Number)

_____________________

2115 O’Nel Drive

San Jose, CA 95131

(Address of Principal Executive Offices)

_____________________

2004 STOCK PLAN

(Full title of the plan)

_____________________

DAVID L. RENAULD

Vice President, Corporate Affairs and General Counsel

TERABEAM, INC.

881 North King Street, Suite 100

Northampton, MA 01060

(Name and address of agent for service)

(413) 584-1425

(Telephone number, including area code, of agent for service)

 CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
common stock, $.01 par value	1,228,500 (2)	$3.15 (3)	$3,873,045 (3)	$414
common stock, $.01 par value	771,500 (4)	$2.32 (5)	$1,789,880 (5)	$192

(1) Pursuant to Rule 416, this Registration Statement also relates to such indeterminate number of additional shares as may be necessary to satisfy the antidilution provisions of the 2004 Stock Plan (the “Plan”) to which this Registration Statement relates.

(2) Represents shares reserved for issuance pursuant to awards under the Plan which are currently outstanding.

(3) The proposed maximum offering price per share of common stock and the proposed maximum aggregate offering price are calculated solely for the purpose of determining the registration fee pursuant to Rule 457(h)(1) under the Securities Act of 1933, based on the weighted average exercise price per share of the awards outstanding under the Plan.

(4) Represents shares reserved for issuance pursuant to awards available for grant under the Plan.

(5) The proposed maximum offering price per share of common stock and the proposed maximum aggregate offering price are calculated solely for the purpose of determining the registration fee pursuant to Rules 457(c) and (h)(1) under the Securities Act of 1933, based on the average of the high and low sale prices of the common stock as reported on the Nasdaq Capital Market on June 7, 2006.

This registration statement covers 2,000,000 shares of common stock issuable pursuant to our 2004 Stock Plan. These shares are in addition to the shares of common stock registered pursuant to the registration statement on Form S-8, File No. 333-121445, which we filed with the Securities and Exchange Commission on December 20, 2004. The issuance of these 2,000,000 additional shares under the 2004 Stock Plan was approved in two tranches of 1,000,000 shares each. The first 1,000,000 additional shares were approved by our board of directors on February 9, 2005 and by our stockholders on May 24, 2005. The second 1,000,000 additional shares were approved by our board of directors on February 2, 2006 and by our stockholders on May 23, 2006.

The contents of our registration statement on Form S-8, File No. 333-121445, are incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

The following exhibits are filed herewith:

Exhibit Number	Description
5.1	Opinion of Foley Hoag LLP
23.1	Consent of Fitzgerald, Snyder & Co., P.C., Independent Accountants
23.2	Consent of Foley Hoag LLP (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature page)

Item 9.Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that Paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California on June 9, 2006.

Terabeam, Inc.
By:	/s/ Robert E. Fitzgerald
	Robert E. Fitzgerald, Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS that each individual whose signature appears below hereby constitutes and appoints Robert E. Fitzgerald and Patrick L. Milton, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing which they, or any of them, may deem necessary or advisable to be done in connection with this registration statement, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or any substitute or substitutes for him, any or all of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

	Signature	Title	Date
/s/    Robert E. Fitzgerald		Chief Executive Officer and Director	June 9, 2006
	Robert E. Fitzgerald	(principal executive officer)
/s/    Patrick L. Milton		Chief Financial Officer and Treasurer	June 9, 2006
	Patrick L. Milton	(principal financial and accounting officer)
/s/    Daniel A. Saginario		Chairman of the Board of Directors	June 9, 2006
	Daniel A. Saginario
/s/    John W. Gerdelman		Director	June 9, 2006
	John W. Gerdelman
/s/    Robert A. Wiedemer		Director	June 9, 2006
	Robert A. Wiedemer

EXHIBIT INDEX

Exhibit Number	Description
5.1	Opinion of Foley Hoag LLP
23.1	Consent of Fitzgerald, Snyder & Co., P.C., Independent Accountants
23.2	Consent of Foley Hoag LLP (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature page)

EX-5.1

[LOGO OF FOLEY HOAG LLP

ATTORNEYS AT LAW]

June 9, 2006

Terabeam, Inc.

2115 O’Nel Drive

San Jose, CA 95131

Re:Terabeam, Inc. 2004 Stock Plan

Ladies and Gentlemen:

We are familiar with the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Terabeam, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the offering by the Company of up to 2,000,000 shares (the “Shares”) of its common stock, par value $0.01 per share, issuable upon exercise of stock options and pursuant to other awards granted or to be granted pursuant to the Terabeam, Inc. 2004 Stock Plan (the “Plan”).

In arriving at the opinion expressed below, we have examined and relied on the certificate of incorporation of the Company, as amended to date, the by-laws of the Company, as amended to date, the records of meetings and consents of the Board of Directors and stockholders of the Company provided to us by the Company, the Registration Statement and the Plan.

In addition, we have examined and relied on the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other instruments and other certificates of public officials, officers and representatives of the Company and such other persons, and we have made such examination of law, as we have deemed appropriate as a basis for the opinion expressed below. This opinion is limited solely to the laws of the State of Delaware as applied by courts located in the State of Delaware. We express no opinion herein as to the securities or “blue sky” laws of any jurisdiction, including the State of Delaware.

We assume that all Shares to be issued upon exercise of options or pursuant to other awards granted or to be granted pursuant to the Plan will be issued in accordance with the terms of the Plan and that the purchase price of each Share, or the value of other lawful consideration received or to be received by the Company for the award of such Share, will be greater than or equal to the par value per share of such Share.

Seaport World Trade Center West / 155 Seaport Blvd. / Boston, MA 02210-2600 / TEL: 617.832.1000 / FAX: 617.832.7000

Foley HoagLLPBOSTONWASHINGTON, DC www.foleyhoag.com

Terabeam, Inc.

June 9, 2006

Page 2

Based upon and subject to the foregoing, it is our opinion that the Shares, when issued and delivered upon the exercise of options or pursuant to other awards duly granted pursuant to the Plan and against the receipt of the purchase price or other lawful consideration therefor, will be validly issued, fully paid and nonassessable.

This opinion is being delivered solely for the benefit of the Company and such other persons as are entitled to rely upon it pursuant to applicable provisions of the Securities Act, and only while the Registration Statement is in effect. This opinion may not be used, quoted, relied upon or referred to for any other purpose nor may this opinion be used, quoted, relied upon or referred to by any other person, for any purpose, without our prior written consent.

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,
FOLEY HOAG LLP
By:	/s/ John D. Hancock
	a Partner

EX-23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Terabeam, Inc. of our report dated March 17, 2006, relating to the consolidated financial statements and financial statement schedule of Terabeam, Inc. as of December 31, 2005 and 2004 which appears in the company’s Annual Report on Form 10-K for the year ended December 31, 2005.

/s/ Fitzgerald, Snyder & Co., P.C.

Fitzgerald, Snyder & Co., P.C.

McLean, Virginia

June 9, 2006