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): August 13, 2008

PROXIM WIRELESS CORPORATION

(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.)

1561 Buckeye Drive, Milpitas, CA	95035
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (408) 383-7600

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 2.02  Results of Operations and Financial Condition.

On August 13, 2008, Proxim Wireless Corporation issued a press release announcing financial results for its second quarter ended June 30, 2008.  A copy of that press release is attached hereto as Exhibit 99.1.

Item 7.01  Regulation FD Disclosure.

On August 13, 2008, Proxim Wireless Corporation issued a press release announcing the exploration of strategic alternatives for the Harmonix Division of its Terabeam Corporation subsidiary.  A copy of that press release is attached hereto as Exhibit 99.2.

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.

	PROXIM WIRELESS CORPORATION
Dated: August 13, 2008	By:	/s/ Brian J. Sereda
		Brian J. Sereda
		Chief Financial Officer

EXHIBIT INDEX

Number	Title
99.1	Press release dated August 13, 2008 relating to financial results.
99.2	Press release dated August 13, 2008 relating to the Harmonix Division.

2

EX-99.1

Exhibit 99.1

For Further Information Contact:

Brian Sereda

Chief Financial Officer

Proxim Wireless

(408) 383-7636

bsereda@proxim.com

PROXIM WIRELESS REPORTS SECOND QUARTER 2008 FINANCIAL RESULTS

· Sales Increased by 47% Over Q108

· Raised $3M and Exploring Strategic Alternative for the Harmonix Division to Support Core Business Growth

· Narrowed Non-GAAP Loss to $0.1M from $4.1M in Q108

Silicon Valley, CA, August 13, 2008 – Proxim Wireless Corporation (NASDAQ: PRXM), a leading provider of end-to-end broadband wireless systems that deliver the quadruple play, today released financial results for the second quarter ended June 30, 2008.  GAAP revenues for the quarter ended June 30, 2008 were $15.1, an increase of approximately 47% in total GAAP revenue from $10.2 million for the quarter ended March 31, 2008, and a decrease of approximately 11% from $16.9 million for the quarter ended June 30, 2007.

“The revenue growth we experienced this quarter is the result of actions taken to revamp our sales team and reinvigorate the channel over the last few quarters. In addition, we continue to see growth in broadband wireless access,” said Pankaj Manglik, President and CEO of Proxim Wireless.

On a GAAP basis, the net loss for the quarter ended June 30, 2008 was $1.4 million, or $0.06 per diluted share, compared to a net loss of $5.3 million, or $0.22 per diluted share, for the quarter ended March 31, 2008, and a net loss of $0.3 million, or $0.02 per diluted share, for the quarter ended June 30, 2007. The primary reasons for the narrowed loss in the second quarter of 2008 versus the first quarter of 2008 were increased revenue, higher gross margins, and the sale of non-core patents. The financial results for the quarter ending June 30, 2007 also included the sale of patents for $2.5 million.

The net loss on a non-GAAP basis, which excludes depreciation of fixed assets, amortization of intangible assets, and stock based compensation, was $0.1 million, or $0.01 per diluted share, compared to a non-GAAP net loss of $4.1 million, or $0.17 per diluted share, for the quarter ended March 31, 2008, and a net profit of $0.9 million, or $0.04 per diluted share, for the quarter ended June 30, 2007.

The financial results above reflect recent discontinued operations accounting treatment for a portion of Proxim’s consolidated operations.  Today, Proxim announced its intent to explore strategic alternatives for the Harmonix Division of its Terabeam Corporation subsidiary. As a result, Proxim will be treating the Harmonix Division as discontinued operations held for sale and will break out as appropriate the financial results of the Harmonix Division from the consolidated results of the continuing operations of Proxim Wireless Corporation and its

subsidiaries moving forward. Subsequent to the end of the second quarter, the company raised an additional $3 million in debt.

Highlights of recent press announcements include:

· The introduction of Proxim’s Tsunami™ MP.11 HS (High Security) line of products, the company’s ultra-secure broadband wireless solution for wireless video, data connectivity, VoIP and mobility

· The introduction of Proxim’s Lynx®.G5 family of products, providing carriers, utilities and enterprises advanced security and flexibility for high-performance voice and data backhaul

· Multi-technology deployment of Proxim’s Tsunami MP.16 and Tsunami MP.11 products by Televersa to provide WiMAX service to 2.5 million people over 12,400 square miles in Germany

· Multi-technology deployment of Proxim’s Tsunami MP.11 and ORiNOCO® AP-4000 MR-LR equipment to provide Wi-Fi network coverage for over 80,000 residents in Taiwan’s Kinmen County

· Multi-technology deployment of Proxim’s Tsunami MP.11 and ORiNOCO AP-4000 products to provide Wi-Fi and WiMAX service to the city of Portland, Oregon as a paid alternative for the now defunct MetroFi network

· A complete end-to-end (Wi-Fi, WiMAX and Point-to-Point) deployment of Proxim’s Tsunami MP.16, Tsunami MP.11, Tsunami.GX and ORiNOCO AP-4000 MR-LR products to provide IPTV, VoIP and data services to the Taiwanese market via CTV Infotech

· A string of product awards, including receipt of Network Products Guide’s “2008 Product Innovation Award” for our QuickBridge 60250 point-to-point wireless bridge, Internet Telephony’s “2008 WiMAX Distinction Award” for our MeshMax 11 product, and Network Products Guide’s “2008 Best Product & Services” award for our Tsunami MP.11 HS product

· Azlan, the central supply chain operation of Tech Data’s enterprise networking and mid-range systems business, announced a European-wide agreement to distribute Proxim’s entire end-to-end wireless portfolio throughout 16 European countries

· Opening of a new technical services and support center in Hyderabad, India to provide optional 24/7 technical support for customers across the APAC and EMEA regions

Conference Call Information

Proxim will host a conference call to discuss the release, financial results, and related developments at the company today, Wednesday, August 13, 2008, starting at 5:00 P.M. Eastern Time. The discussion may include forward-looking information such as the company’s Nasdaq listing situation.

To participate in this conference call, please dial 877-795-3604 (or +1-719-325-4835 for international callers), confirmation code 5064780, at least ten minutes before the starting time. The conference call will also be broadcast live over the Internet. Investors and others are invited to visit Proxim's website at http://ir.proxim.com/events.cfm to access this broadcast. Replays will

be available telephonically for approximately one week by dialing 888-203-1112 for domestic callers and +1-719-457-0820 for international callers, confirmation code 5064780 for all callers, and over the Internet for approximately 90 days at Proxim's website at http://ir.proxim.com/events.cfm.

To view the corresponding financial tables for this announcement, please see the attached PDF document, or view the release on Proxim’s site at: http://ir.proxim.com/releases.cfm.

About Proxim Wireless

Proxim Wireless Corporation (NASDAQ: PRXM) is a leading provider of end-to-end broadband wireless systems that deliver the quadruple play of voice, video, data and mobility to all organizations today. Our systems enable a variety of wireless applications including security and surveillance, VoIP, last mile access, enterprise LAN connectivity and Point-to-Point backhaul. We have shipped more than 1.8 million wireless devices to more than 235,000 customers worldwide. Proxim is ISO-9001 certified. Information about Proxim can be found at www.proxim.com. For investor relations information, e-mail ir@proxim.com or call +1-408-383-7636.

Use of Non-GAAP Financial Information

To supplement Proxim Wireless’ condensed consolidated financial statements presented in accordance with GAAP, Proxim uses certain measures of financial performance that are non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission.  These non-GAAP measures may include gross margin, net income (loss), and net income (loss) per share data that are adjusted from results based on GAAP to exclude certain expenses, gains, and losses.  These non-GAAP measures are provided to enhance investors’ overall understanding of Proxim’s current financial performance and Proxim’s prospects for the future.  Specifically, Proxim believes the non-GAAP measures provide useful information to both management and investors by excluding certain expenses that may not be indicative of its core operating results.  These measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results.  These non-GAAP measures included in this press release have been reconciled to the GAAP results in the attached tables. To view the financial tables, please see the attached PDF document, or view the release on Proxim’s site at: http://ir.proxim.com/releases.cfm

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.  Proxim 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 and arising from the ongoing uncertainty in the telecommunications industry and larger economy; our ability to increase our sales in the Americas and elsewhere; the intense competition in our industries and resulting impacts on our pricing, gross margins, and general financial performance; significant uncertainties about the type, form, structure, nature, results, timing, or terms and conditions of any potential strategic transaction relating to the Harmonix Division; significant uncertainties relating to the listing of the company’s stock on the Nasdaq Capital Market, including whether our stock will be delisted,

whether we will qualify for and receive additional time to cure the current bid price deficiency, whether we will seek and receive sufficient time to perform a reverse split of our stock, and whether the trading of our stock will be transferred to the Over-The-Counter Bulletin Board or Pink Sheets; time and costs associated with developing and launching new products; 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 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; the difficulties in predicting Proxim’s future financial performance; and the impacts and effects of any other strategic transactions Proxim may evaluate or consummate.  Further information on these and other factors that could affect Proxim’s actual results is and will be included in filings made by Proxim from time to time with the Securities and Exchange Commission and in its other public statements.

# # #

PROXIM WIRELESS CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

	30-Jun			December 31,
	2008			2007
Assets	(unaudited)
Current assets:
Cash and cash equivalents	$	4,884		$	6,329
Accounts receivable, net		5,067			9,326
Inventory		4,828			5,753
Prepaid expenses		1,159			1,029
Assets held for sale		2,293			2,085
Total current assets		18,231			24,522
Property and equipment, net		2,547			2,538
Other Assets:
Restricted cash		77			76
Intangible assets, net		7,439			8,400
Deposits and prepaid expenses		489			239
Total other assets		8,005			8,715
Assets held for sale		511			635
Total assets	$	29,294		$	36,410
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	10,312		$	12,752
Line of credit payable		3,000		-
Deferred revenue		2,840			4,001
License agreement payable - current maturities		851			1,065
Total current liabilities		17,003			17,818
License agreement payable, net of current maturities		756			1,023
Long term liabilities of discontinued operations held for sale		153			232
Total liabilities		17,912			19,073
Commitments and contingencies
Stockholders’ Equity
Preferred stock, $0.01 par value; 4,500,000 shares authorized, none issued at June 30, 2008 and December 31, 2007		-			-
Common stock, $0.01 par value, 100,0000,000 shares authorized, 23,519,069 issued and outstanding at June 30, 2008 and December 31, 2007		235			235
Additional paid-in capital		64,132			63,451
Retained earnings  (accumulated deficit)		(52,985	)		(46,349	)
Total stockholders’ equity		11,382			17,337
Total liabilities and stockholders’ equity	$	29,294		$	36,410

PROXIM WIRELESS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2008			2007			2008			2007
Revenues	$	15,088		$	16,874		$	25,331		$	32,273
Cost of goods sold		7,831			9,296			13,752			17,568
Gross profit		7,257			7,578			11,579			14,705
Operating expenses:
Selling costs		5,137			5,094			10,164			9,748
Restructuring Charges		0			91			0			91
General and administrative		3,089			2,884			6,500			5,891
Research and development		1,082			2,009			2,127			4,152
Total operating expenses		9,308			10,078			18,791			19,882
Operating loss		(2,051	)		(2,500	)		(7,212	)		(5,177	)
Other income (expenses):
Interest income		7			28			21			72
Interest expense		(75	)		(34	)		(114	)		(68	)
Other income (loss)		745			2576			664			2600
Realized gain/loss from AFS securities		0			0			(59	)		22
Total other income (expenses)		677			2,570			512			2,626
Loss before income taxes		(1,374	)		70			(6,700	)		(2,551	)
Benefit (provision) for income taxes		(41	)		(45	)		(112	)		(68	)
Loss from continuing operations		(1,415	)		25			(6,812	)		(2,619	)
Loss/income from discontinued operations (loss)		51			(364	)		176			(706	)
Net income (loss)		(1,364	)		(339	)		(6,636	)		(3,325	)
Weighted average number of shares -basic and diluted used in computing net earnings (loss) per share		23,519			21,554			23,519			21,554
Basic and diluted net earnings (loss) per share:
Continuing operations	$	(0.06	)	$	0.00		$	(0.29	)	$	(0.12	)
Discontinued operations	$	0.00		$	(0.02	)	$	0.01		$	(0.03	)
Total	$	(0.06	)	$	(0.02	)	$	(0.28	)	$	(0.15	)

	RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL RESULTS
	Three Months Ended								Three Months Ended
	30-Jun-08								31-Mar-08
	GAAP			Adjustments		Non-GAAP			GAAP			Adjustments		Non-GAAP
Revenues	$	15,088				$	15,088		$	10,243				$	10,243
Cost of goods sold		7,831			(143)(a) (134)(c)		7,554			5,921			(145)(a) (129)(c)		5,647
Gross profit		7,257			277		7,534			4,322			274		4,596
Operating expenses:
Selling costs		5,137			(9)(a) (88)(c)		5,040			5,027			(10)(a) (78)(c)		4,939
General and administrative		3,089			(87)(a) (481)(b) (102)(c)		2,419			3,411			(100)(a) (481)(b) (83)(c)		2,747
Research and development		1,082			(117)(a) (38)(c)		927			1,044			(119)(a) (30)(c)		895
Total operating expenses		9,308			922		8,386			9,482			901		8,581
Operating profit (loss)		(2,051	)		1,199		(852	)		(5,160	)		1,175		(3,985	)
Other income (expenses):
Interest income		7					7			13					13
Interest expense		(75	)				(75	)		(39	)				(39	)
Other income (loss)		745					745			(139	)				(139	)
Total other income (expenses)		677					677			(165	)				(165	)
Loss before income taxes		(1,374	)		1,199		(175	)		(5,325	)		1,175		(4,150	)
Benefit (provision) for income taxes		(41	)				(41	)		(72	)				(72	)
Loss from continuing operations	$	(1,415	)	$	1,199	$	(216	)	$	(5,397	)	$	1,175	$	(4,222	)
Gain (loss) from discontinued operations	$	51			47(b)	$	98		$	125			47(b)	$	172
Net income (loss)	$	(1,364	)	$	1,246	$	(118	)	$	(5,272	)	$	1,222	$	(4,050	)
Weighted average number of shares - basic and diluted used in computing net earnings (loss) per share		23,519					23,519			23,519					23,519
Basic and diluted net earnings (loss) per share:
Continuing operations	$	(0.06	)			$	(0.01	)	$	(0.22	)			$	(0.17	)
Discontinued operations	$	0.00				$	0.00		$	(0.0	)			$	(0.0	)
Total	$	(0.06	)			$	(0.01	)	$	(0.22	)			$	(0.17	)

(a) The effect of depreciation of fixed assets

(b) The effect of amortization of intangible assets

(c) The effect of stock based compensation. The company adopted the provisions of Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” on January 1, 2006 using the modified-prospective transition method

EX-99.2

Exhibit 99.2

For Further Information Contact:

Proxim Wireless

Brian Sereda

Chief Financial Officer

(408) 542-5303

PROXIM WIRELESS EXPLORING STRATEGIC ALTERNATIVES

FOR ITS HARMONIX DIVISION

Silicon Valley, CA, August 13, 2008 – Proxim Wireless Corporation (NASDAQ: PRXM), a leading provider of end-to-end broadband wireless systems that deliver the quadruple play, today announced that it has retained Heatherfield Group, Inc. to explore a variety of possible strategic alternatives for the Harmonix Division of its Terabeam Corporation subsidiary.  Proxim has received indications of interest from a number of interested parties.  At this time, Proxim has selected a favored bidder and is currently in the due diligence and negotiation stage with that bidder.  Proxim currently believes that a sale of the Harmonix Division potentially could be accomplished by September 26, 2008.

The two primary product lines of the Harmonix Division are millimeter wave systems, sub-systems, and components for military and non-military governmental and other customers and Gigalink® 60 GHz and 70-80 GHz radios.  Proxim believes the components business of the Harmonix Division is not core to Proxim’s primary business.  Proxim expects that any strategic transaction involving the Harmonix Division would include an ongoing relationship with Proxim for the continued supply and support of the Gigalink radios.

The alternatives being explored have included the acquisition of the Harmonix Division, an investment in the Harmonix Division, strategic relationships with the Harmonix Division, sale of some or all of the assets of the Harmonix Division, and a number of other possible alternatives.

There can be no assurance whatsoever that any transaction or other corporate action regarding the Harmonix Division will result from this exploration of alternatives.  Further, there can be no assurance whatsoever concerning the type, form, structure, nature, results, timing, or terms and conditions of any such potential action, even if such an action does result from this exploration.  There can be no assurance whatsoever whether a transaction with the current favored bidder will ultimately be completed or the terms or timing of any such transaction.  The company does not intend to make any additional comments regarding this matter unless and until a definitive transaction agreement has been reached, the exploration of alternatives has been terminated, or there are other definitive developments warranting further disclosure.

About Proxim Wireless

Proxim Wireless Corporation (NASDAQ: PRXM) is a leading provider of end-to-end broadband wireless systems that deliver the quadruple play of voice, video, data and mobility to all organizations today. Our systems enable a variety of wireless applications including security and surveillance, VoIP, last mile access, enterprise LAN connectivity and Point-to-Point backhaul. We have shipped more than 1.8 million wireless devices to more than 235,000 customers worldwide. Proxim is ISO-9001 certified. Information about Proxim can be found at www.proxim.com. For investor relations information, e-mail ir@proxim.com or call +1-408-383-7636.  Information about the Harmonix Division can be found at www.terabeam-hxi.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.  Proxim 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 and arising from our ability to identify desirable strategic alternatives for our Harmonix Division business, as well as our ability to execute such alternatives or the transactions associated with such alternatives; the level of interest of third parties in pursuing possible strategic transactions relating to our Harmonix Division business; our desire and ability (or lack thereof) to continue to explore possible strategic alternatives and opportunities relating to our Harmonix Division business; the desire and ability (or lack thereof) of us and any relevant third parties to reach mutually acceptable definitive documentation to effect a possible strategic transaction and, if that occurs, whether any conditions to closing would then be satisfied; the time and costs required to explore and investigate possible transactions and other corporate actions; management (including management of the Harmonix Division) and board interest in and distraction due to exploring and investigating possible transactions and other corporate actions; and reactions, either positive or negative, of investors, competitors, customers, employees, and others to our exploring possible strategic alternatives and opportunities relating to our Harmonix Division business and to any specific strategic alternative or opportunity selected by us.  Further information on these and other factors that could affect Proxim’s actual results is and will be included in filings made by Proxim from time to time with the Securities and Exchange Commission and in its other public statements.