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): November 9, 2005
AIRSPAN
NETWORKS, INC.
(Exact
name of registrant as specified in its charter)
Washington
(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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| |
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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
(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:
oWritten communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting
material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
oPre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
oPre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
2.01. Completion of Acquisition or Disposition of Assets
On
November 9, 2005, Airspan Networks, Inc. (the “Company”) completed its
acquisition (the “Acquisition”) of Radionet Oy, Ltd. of Finland (“Radionet”) in
exchange for up to $1.88 million of cash. On November 9, 2005, the
Company
paid approximately $1.75 million to the 45 security holders of Radionet (the
“Radionet Holders”), in return for which 99.72% of the outstanding common stock
and options of Radionet were tendered. The Company will pay
an
additional $0.13 million if the outstanding balance of shares and options
are
tendered for sale by November 24, 2005.
The
Company does not believe that there are any material relationships, other
than
in respect of the Acquisition, between the Radionet Holders and the Company
or
any of its affiliates or any director or officer of the Company or any associate
of any such director or officer.
Established
in 2000, Radionet is a leading provider of municipal wireless Hotzones,
community networks, mobile broadband solutions for industrial applications,
such
as ports, mines and public transport, and link solutions for wireless backhaul
and enterprises. Radionet’s environmentally-robust product portfolio, operating
in unlicensed frequency bands using IEEE802.11 a/b/g Wi-Fi standards, delivers
high performance connectivity with built-in bandwidth management and advanced
security features.
The
Radionet product architecture includes network and subscriber management
capabilities and Radionet’s patented “MageIP”™ technology allows roaming within
Hotzones, offering seamless mobility between access points and subnets in
a
wireless network.
With
its
headquarters in Espoo, Finland, Radionet operates through a network of certified
distributors, value added resellers and systems integrators in Europe, the
Middle East and the Americas.
A
copy of
the press release announcing the completion of the Acquisition is being
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item
9.01. Financial Statements and Exhibits.
The
Company intends to file by amendment to this Current Report on Form 8-K the
required financial statements reflecting the Acquisition no later than 71
days
after the date that this report on Form 8-K must be filed.
(c) Exhibits
99.1
-
Press Release dated November 9, 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:
November 9, 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 |