As filed with the Securities and Exchange Commission on March 27, 2009.

Registration No. 333-134907

___________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8

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

(Address of principal executive offices)(Zip code)

_____________________

2004 STOCK PLAN

(Full title of the plan)

_____________________

David L. Renauld

Vice President, Corporate Affairs and General Counsel

Proxim Wireless Corporation

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)

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 June 9, 2006, Proxim Wireless Corporation, formerly known as Terabeam, Inc. (the “Company”), filed a registration statement on Form S-8 (File No. 333-134907) (the “Registration Statement”) to register a total of 2,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), to be issued pursuant to the Company’s 2004 Stock Plan.

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-8 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 27, 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 27, 2009
Pankaj S. Manglik	(principal executive officer)
/s/ Thomas S. Twerdahl	Interim Chief Financial Officer and	March 27, 2009
Thomas S. Twerdahl	Treasurer (principal financial and
	accounting officer)
/s/ Alan B. Howe	Chairman of the Board of Directors	March 27, 2009
Alan B. Howe
/s/ John W. Gerdelman	Director	March 27, 2009
John W. Gerdelman
/s/ J. Michael Gullard	Director	March 27, 2009
J. Michael Gullard
/s/ Robert A. Wiedemer	Director	March 27, 2009
Robert A. Wiedemer