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): September 4, 2007

TERABEAM, INC.

(Exact name of registrant as specified in its charter)

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

2115 O’Nel Drive, San Jose, CA	95131
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (408) 731-2700

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.03  Material Modification to Rights of Security Holders.

See the disclosure material contained below under Item 5.03.

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

On September 4, 2007, Terabeam, Inc. (the “Company”) issued a press release stating that it would be changing its corporate name to “Proxim Wireless Corporation” effective September 10, 2007.

The Company will change its corporate name by means of a merger of its wholly owned Delaware corporate subsidiary Proxim Wireless Corporation with and into the Company.  To effect that merger, the Company has filed a certificate of ownership and merger with the Secretary of State of the State of Delaware.  That certificate states that the current certificate of incorporation of the Company will continue as the certificate of incorporation of the Company after the merger, except that the current certificate of incorporation of the Company will be amended in the merger so that the corporate name of the Company after the merger will be “Proxim Wireless Corporation” instead of “Terabeam, Inc.”  The certificate of ownership and merger states that the effective date and time of the merger and related name change will be 12:01 a.m. Eastern Time on Monday, September 10, 2007.

Except for this change in corporate name, the Company’s capital stock will not be affected by this merger.

The foregoing description of the certificate of ownership and merger does not purport to be complete and is qualified in its entirety by the terms and conditions of the certificate of ownership and merger, a copy of which is filed as Exhibit 3.1 to this Form 8-K and is incorporated by reference.  A copy of the press release issued by the Company on September 4, 2007 referenced above is filed as Exhibit 99.1 to this Form 8-K.

Item 9.01  Financial Statements and Exhibits.

(d) 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.

	TERABEAM, INC.
Dated: September 6, 2007	By:	/s/ David L. Renauld
		David L. Renauld
		Vice President

EXHIBIT INDEX

Number	Title
3.1	Certificate of Ownership and Merger as filed with the Delaware Secretary of State on September 4, 2007
99.1	Press release dated September 4, 2007

2

EX-3.1

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

PROXIM WIRELESS CORPORATION

WITH AND INTO

TERABEAM, INC.

Pursuant to Section 253 of the

General Corporation Law of the State of Delaware

Terabeam, Inc., a Delaware corporation (the "Company"), does hereby certify to the following facts relating to the merger (the "Merger") of Proxim Wireless Corporation, a Delaware corporation (the "Subsidiary"), with and into the Company, with the Company remaining as the surviving corporation under the name of Proxim Wireless Corporation:

FIRST:                     The Company is incorporated pursuant to the General Corporation Law of the State of Delaware (the "DGCL").  The Subsidiary is incorporated pursuant to the DGCL.

SECOND:                The Company owns all of the outstanding shares of each class of capital stock of the Subsidiary.

THIRD:                    The Board of Directors of the Company, by the following resolutions, duly determined to merge the Subsidiary with and into the Company pursuant to Section 253 of the DGCL:

WHEREAS, Terabeam, Inc., a Delaware corporation (the "Company"), owns all of the outstanding shares of the capital stock of Proxim Wireless Corporation, a Delaware corpora­tion (the "Sub­sidiary"); and

WHEREAS, the Board of Directors of the Company has deemed it advisable that the Subsidiary be merged with and into

the Company pursuant to Section 253 of the General Corpora­tion Law of the State of Delaware;

NOW, THEREFORE, BE IT AND IT HEREBY IS

RESOLVED, that the Subsidiary be merged with and into the Company (the "Merger"); and it is further

RESOLVED, that by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding share of common stock of the Company shall remain unchanged and continue to remain outstanding as one share of common stock of the Company, held by the person who was the holder of such share of common stock of the Company immediately prior to the Merger; and it is further

RESOLVED, that by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding share of common stock of the Subsidiary shall be cancelled and no consideration shall be issued in respect thereof; and it is further

RESOLVED, that the certificate of incorporation of the Company as in effect immediately prior to the effective time of the Merger shall be the certificate of incorporation of the surviving corporation, except that Article FIRST thereof shall be amended to read in its entirety as follows:

FIRST.  The name of the corporation is Proxim Wireless Corporation.

RESOLVED, that the proper officers of the Company be and they hereby are authorized and directed to make, execute and acknowledge, in the name and under the corpo­rate seal of the Company, a certificate of owner­ship and merger for the purpose of effecting the Merger and to file the same in the office of the Secretary of State of the State of Delaware, and to do all other acts and things that may be necessary to carry out and effectuate the purpose and intent of the resolutions relating to the Merger.

-2-

FOURTH:               The Company shall be the surviving corporation of the Merger.

FIFTH:                    The certificate of incorporation of the Company as in effect immediately prior to the effective time of the Merger shall be the certificate of incorporation of the surviving corporation, except that Article FIRST thereof shall be amended to read in its entirety as follows:

FIRST.                     The name of the corporation is Proxim Wireless Corporation.

SIXTH:                    This Certificate of Ownership and Merger, the Merger effected hereby, and the amendment to the certificate of incorporation of the Company effected thereby shall become effective at 12:01 a.m., eastern time, on September 10, 2007.

IN WITNESS WHEREOF, the Company has caused this Certificate of Ownership and Merger to be executed by its duly authorized officer this 4th day of September, 2007.

TERABEAM, INC.
By:	/s/ David L. Renauld
Name:	David L. Renauld
Office:	Vice President

-3-

EX-99.1

For Further Information Contact:

Bert Williams

Vice President, Marketing and Investor Relations

(408) 731-2610

TERABEAM TO CHANGE CORPORATE NAME TO PROXIM WIRELESS

New Ticker Symbol to be “PRXM”

San Jose, CA, September 4, 2007 –Terabeam, Inc. (NASDAQ:TRBM), a leader in core-to-client solutions for broadband municipal wireless networks, today announced that it will change its corporate name to “Proxim Wireless Corporation,” the current name of its largest operating unit.

In connection with the name change, the company will also change its ticker symbol from “TRBM” to “PRXM.”  The company’s stock will continue to trade on the Nasdaq Capital Market.

These changes will be made prior to the open of markets on Monday, September 10, 2007.  The company will continue to be known as Terabeam, Inc. and its ticker symbol will remain “TRBM” through the close of markets on Friday, September 7, 2007.

“As well as being our go-to-market brand, the Proxim Wireless name has been synonymous with innovative wireless networking solutions for many years,” said Robert Fitzgerald, Chief Executive Officer. “With the recent divestiture of our Ricochet service business and the extent to which the name Proxim is recognized as a pioneer and leader in wireless networking solutions, we feel that the time is right to name our corporate parent Proxim Wireless.”

The company’s capital stock and business and operations will not be affected by this name change. No vote of the company’s stockholders is necessary in connection with these changes.  The company’s stockholders will not be required to exchange their Terabeam stock certificates for Proxim Wireless stock certificates.  The Terabeam stock certificates will continue to represent shares of stock of the company.  Stockholders who receive stock certificates after September 10 will receive new Proxim Wireless stock certificates.  After September 10, stockholders with Terabeam stock certificates may exchange those certificates for Proxim Wireless stock certificates through the company’s transfer agent, Registrar and Transfer Company, if they so desire.

About Terabeam

Terabeam, Inc. is a leader in core-to-client solutions for broadband municipal wireless networks. The company’s business is conducted primarily through its Proxim Wireless Corporation subsidiary. Our systems enable a variety of wireless applications including security and surveillance systems, mobile workforce automation and machine-to-machine communications. We have shipped more than 1.5 million wireless devices to more than 200,000 customers worldwide. Additional information about the company can be found at the company’s website located at www.terabeam.com or by contacting the company by telephone at 408-731-2610 or by email at IR@terabeam.com.

Terabeam to Change Corporate Name to Proxim Wireless

September 4, 2007

Page 2 

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’s 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 and arising from the ongoing uncertainty in the telecommunications industry and larger economy; the intense competition in our industries and resulting impacts on our pricing, gross margins, and general financial performance; difficulties or delays in developing and supplying new products with the contemplated or desired features, performance, compliances, certifications, cost, price, and other characteristics and at the times and in the quantities contemplated or desired, which difficulties may be exacerbated by our recent cost savings initiatives; uncertainty about market acceptance of products we introduce; potential long sales cycles for new products such that there may be extended periods of time before new products contribute positively to our financial results; decisions we may make to delay or discontinue efforts to develop and introduce certain new products; time, costs, political considerations, typical multitude of constituencies, and other factors involved in evaluating, equipping, installing, and operating municipal networks; difficulties in predicting Terabeam’s future financial performance; and the impacts and effects of any other strategic transactions Terabeam may evaluate or consummate.  Further information on these and other factors that could affect Terabeam’s actual results is and will be included in filings made by Terabeam from time to time with the Securities and Exchange Commission and in its other public statements.