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): June 16, 2005
AIRSPAN
NETWORKS, INC.
(Exact
name of registrant as specified in its charter)
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Washington
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(State
or other jurisdiction of
incorporation)
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000-31031
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75-2743995
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(Commission
file number)
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(I.R.S.
Employer Identification No.)
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777
Yamato Road, Suite 105, Boca Raton,
Florida
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33431
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(Address
of principal executive
offices)
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(Zip
code)
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(561)
893-8670
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(Registrant’s
telephone number, including
area code)
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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:
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))
Section
3 - Securities and Trading Markets
Item
3.02. Unregistered
Sales of Equity Securities
On
June
16, 2005 (the “Closing Date”), Airspan Networks, Inc. (the “Company”)
consummated its acquisition of all of the outstanding shares of capital stock
of
Arelnet Ltd. (“Arelnet”) for a purchase price of $8.7 million, comprised of $4.0
million of cash and 1,001,325 shares (the “Consideration Shares”) of the
Company’s common stock (the “Common Stock”). Pursuant to the terms of the
Purchase Agreement between the Company and Arelnet, dated March 29, 2005,
the
number of Consideration Shares issued in the transaction was determined upon
the
closing of transaction based upon the volume weighted average trading price
of
the Common Stock as quoted on Bloomberg LP, for the thirty business days
ending
on the day preceding the Closing Date.
Prior
to
the closing of the transaction, the District Court of Tel Aviv determined,
after
a public hearing at which all interested parties were invited to attend,
that
the terms and conditions of the issuance of the Consideration Shares is
fair.
The
Consideration Shares were issued in reliance on an exemption from registration
under Section 3(a)(10) of the Securities Act of 1933, as amended.
Section
7 - Regulation FD
Item
7.01 Regulation
FD Disclosure
On
June
16, 2005, the Company issued a press release announcing that it has consummated
its acquisition of all of the outstanding shares of capital stock of Arelnet.
A
copy of the press release is attached to this Form 8-K as Exhibit 99.1 and
is
incorporated herein by reference.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial
Statements and Exhibits
(c) Exhibits
99.1
-
Press Release dated June 16, 2005
SIGNATURES
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.
| Dated:
June 16, 2005 |
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AIRSPAN
NETWORKS, INC |
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By: |
/s/ Peter
Aronstam |
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Peter
Aronstam |
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Senior
Vice President and Chief Financial
Officer |