-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JggWerrcrjD1eyZ8h0F/5zOEqoxq1Pv4vFw5t3CoF9Ov0z0ov6htqPn+50QgomO7 dtIvjr6pyapn1hhCwJ5/JQ== 0000914317-09-000727.txt : 20090325 0000914317-09-000727.hdr.sgml : 20090325 20090325143238 ACCESSION NUMBER: 0000914317-09-000727 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090325 DATE AS OF CHANGE: 20090325 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROXIM WIRELESS CORP CENTRAL INDEX KEY: 0000712511 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 042751645 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-145533 FILM NUMBER: 09703725 BUSINESS ADDRESS: STREET 1: 881 NORTH KING STREET STREET 2: SUITE 100 CITY: NORTHAMPTON STATE: MA ZIP: 01060 BUSINESS PHONE: 4135841425 MAIL ADDRESS: STREET 1: 881 NORTH KING STREET STREET 2: SUITE 100 CITY: NORTHAMPTON STATE: MA ZIP: 01060 FORMER COMPANY: FORMER CONFORMED NAME: TERABEAM, INC. DATE OF NAME CHANGE: 20051107 FORMER COMPANY: FORMER CONFORMED NAME: YDI WIRELESS, INC. DATE OF NAME CHANGE: 20051103 FORMER COMPANY: FORMER CONFORMED NAME: TERABEAM, INC DATE OF NAME CHANGE: 20051102 POS AM 1 s3a-99003_prxm.htm AMENDMENT NO. 1 s3a-99003_prxm.htm
As filed with the Securities and Exchange Commission on March 25, 2009.
 
Registration No. 333-145533
_________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
Proxim Wireless Corporation
(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)
_____________________

1561 Buckeye Drive
Milpitas, CA  95035
(408) 383-7600
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
_____________________

David L. Renauld
Vice President, Corporate Affairs and General Counsel
Proxim Wireless Corporation
881 North King Street, Suite 100
Northampton, MA  01060
(413) 584-1425
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
Approximate date of commencement of proposed sale to the public:  Not applicable.
 
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. o
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o  ___________
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o  ___________
 
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

 
 
 

 
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer o
Accelerated filer o
Non-accelerated filer o
Smaller reporting company þ
   
(Do not check if a
smaller reporting company)
  

 
 
 

Deregistration of Unsold Securities
 
On August 17, 2007, Proxim Wireless Corporation, formerly known as Terabeam, Inc. (the “Company”), filed a registration statement on Form S-3 (File No. 333-145533) (the “Registration Statement”) to register a total of 6,450,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”).
 
The Company hereby removes from registration all such shares of Common Stock that remain unsold under the Registration Statement as of the time of filing of this Post-Effective Amendment No. 1.
 

 
 
 

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-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milpitas, State of California on March 25, 2009.
 
 
Proxim Wireless Corporation
     
     
     
 
By:
/s/ Pankaj S. Manglik
   
Pankaj S. Manglik, Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature
  
Title
Date
       
/s/ Pankaj S. Manglik
  
Chief Executive Officer and Director
March 25, 2009
Pankaj S. Manglik
  
(principal executive officer)
  
       
/s/ Thomas S. Twerdahl
  
Interim Chief Financial Officer and
March 25, 2009
Thomas S. Twerdahl
  
Treasurer (principal financial and accounting officer)
  
       
/s/ Alan B. Howe
  
Chairman of the Board of Directors
March 25, 2009
Alan B. Howe
      
       
/s/ John W. Gerdelman
  
Director
March 25, 2009
John W. Gerdelman
      
       
/s/ J. Michael Gullard
  
Director
March 25, 2009
J. Michael Gullard
      
       
/s/ Robert A. Wiedemer
  
Director
March 25, 2009
Robert A. Wiedemer
      
       

 

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