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 23, 2005
AIRSPAN
NETWORKS, INC.
(Exact
name of registrant as specified in its charter)
Washington
(State
or
other jurisdiction of incorporation)
|
000-31031
|
75-2743995
|
|
(Commission
file number)
|
(I.R.S.
Employer Identification
No.)
|
|
777
Yamato Road, Suite 105, Boca Raton,
Florida
|
33431
|
|
(Address
of principal executive offices)
|
(Zip
code)
|
(561)
893-8670
(Registrant’s
telephone number, including area code)
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))
Item
4.01. Changes in Registrant's Certifying
Accountant.
(a) On
August
23, 2005, Ernst & Young LLP (“Ernst & Young”), which serves as the
independent registered public accounting firm for Airspan Networks, Inc.
(the
“Company”), notified the Company that Ernst & Young will resign as the
Company's independent registered public accounting firm upon completion of
its
interim review of the Company's financial statements to be included in the
Company's Quarterly Report on Form 10-Q for the three months ending October
2,
2005. Ernst & Young
did not
seek the Company’s consent to its resignation. Therefore, Ernst &
Young’s
decision to resign was not recommended or approved by the Company’s Board of
Directors or Audit Committee.
The
reports of Ernst & Young on the Company's consolidated financial statements
as of and for each of the fiscal years ended December 31, 2003 and 2004 did
not
contain an adverse opinion or a disclaimer of opinion, nor were they qualified
or modified as to uncertainty, audit scope, or accounting principles. The
report
of Ernst & Young on the effectiveness of the Company’s internal control over
financial reporting as of December 31, 2004 expressed an unqualified opinion
on
management’s assessment and an adverse opinion on the effectiveness of internal
control over financial reporting.
During
the fiscal years ended December 31, 2003 and 2004, and through August 29,
2005,
there have been no disagreements (as described under Item 304(a)(1)(iv) of
Regulation S-K) between the Company and Ernst & Young on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to Ernst & Young's
satisfaction, would have caused Ernst & Young to make reference to the
subject matter thereof in their report.
Except
for the material weaknesses in internal control over financial reporting
described in this paragraph, during the fiscal year ended December 31, 2004,
and
in the subsequent interim periods ended April 3, 2005 and July 3, 2005, the
Company did not have any reportable events within the meaning of Item
304(a)(1)(v) of Regulation S-K. The Company reported a material weakness
in the
Company's internal control over financial reporting in the Company's Annual
Report on Form 10-K, as amended by Amendment No. 1 on Form 10-K/A, for the
fiscal year ended December 31, 2004 (the “Annual Report”). The Annual Report
stated the Company had a material weakness in its internal control pertaining
to
the review and evaluation of the accounting treatment required for complex
and
non-standard Stockholders’ equity transactions. In addition, in the Company’s
Quarterly Report on Form 10-Q for the quarter ended July 3, 2005, the Company
reported a material weakness in its internal control relating to revenue
recognition accounting and disclosure of sales contracts with extended payment
terms.
The
Company has provided Ernst & Young with a copy of this Form 8-K and has
asked Ernst & Young to furnish the Company with a letter addressed to the
Securities and Exchange Commission stating whether Ernst & Young agrees with
the statements made by the Company and, if not, stating the respects in which
it
does not agree. A copy of this letter, dated August 29, 2005, is filed as
Exhibit 16.1 to this Form 8-K.
(b) The
Company and its Audit Committee have initiated the process of selecting a
new
independent registered public accounting firm.
Item
9.01 Financial
Statements and Exhibits
(c) Exhibits
Exhibit
16.1
Letter
from Ernst & Young LLP to the Securities and Exchange Commission, dated
August 29, 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:
August 29, 2005
AIRSPAN
NETWORKS,
INC
By:
/s/ Peter
Aronstam
Peter
Aronstam
Senior
Vice President
and
Chief
Financial
Officer