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): April 23, 2007
NEXTWAVE WIRELESS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-51958 20-5361360
(State or other jurisdiction (Commission file number) (I.R.S. employer
of incorporation) identification no.)
12670 HIGH BLUFF DRIVE, SAN DIEGO, CALIFORNIA 92130
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (858) 480-3100
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:
[_] 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))
5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On April 23, 2007, the Compensation Committee of the Board of Directors
(the "Board") of NextWave Wireless, Inc. (the "Company") met to review and
approve Company-wide incentive awards for the fiscal year ended December 30,
2006 ("fiscal year 2006"), as previously disclosed in our proxy statement (the
"Proxy Statement"), filed with the Securities and Exchange Commission on April
19, 2007. The Compensation Committee also reviewed and approved base salary
increases for the Company's senior executive officers named in the Compensation
Discussion & Analysis section of the Proxy Statement (the "Named Executive
Officers") for the fiscal year ended December 30, 2007 ("fiscal year 2007").
Each recipient of a fiscal year 2006 incentive award, including the Named
Executive Officers, will have the option to elect to receive up to 40% of the
bonus payments in cash with the balance payable in the form of fully vested
shares of the Company's common stock (the "Common Stock") issuable under the
NextWave Wireless Inc. 2005 Stock Incentive Plan. Mr. Salmasi has elected to
receive one hundred percent of his annual incentive award in shares of Common
Stock. The annual incentive award payments will be made to each Named Executive
Officer on May 18, 2007. The Compensation Committee actions taken on April 23,
2007 are summarized below.
ALLEN SALMASI, CHAIRMAN OF THE BOARD OF DIRECTORS, CHIEF EXECUTIVE OFFICER AND
PRESIDENT
The Compensation Committee approved Mr. Salmasi's fiscal year 2007 base salary
of $780,000.00 and a fiscal year 2006 incentive award of $375,000.00. Mr.
Salmasi also was awarded an additional 50,000 shares of Common Stock as part of
his annual incentive award payment.
FRANK CASSOU, EXECUTIVE VICE PRESIDENT, CORPORATE DEVELOPMENT, AND CHIEF LEGAL
COUNSEL
The Compensation Committee approved Mr. Cassou's fiscal year 2007 base salary of
$468,000.00 and a fiscal year 2006 incentive award of $168,749.98. Mr. Cassou
also was awarded an additional 20,000 shares of Common Stock as part of his
annual incentive award payment.
GEORGE ALEX, EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
The Compensation Committee approved Mr. Alex's fiscal year 2007 base salary of
$364,000.00 and a fiscal year 2006 incentive award of $87,499.95.
R. ANDREW SALONY, EXECUTIVE VICE PRESIDENT AND CHIEF ADMINISTRATION OFFICER
The Compensation Committee approved Mr. Salony's fiscal year 2007 base salary of
$298,394.00 and a fiscal year 2006 incentive award of $71,729.13.
DAVID B. NEEDHAM, EXECUTIVE VICE PRESIDENT AND CHIEF DIVISION OFFICER
The Compensation Committee approved Mr. Needham's fiscal year 2007 base salary
of $298,394.00 and a fiscal year 2006 incentive award of $71,729.13.
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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.
Date: May 8, 2007
NEXTWAVE WIRELESS INC.
By: /s/ Frank A. Cassou
-------------------------------
Frank A. Cassou
Executive Vice President and
Chief Legal Counsel
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