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):
            September
                4, 2007








TERABEAM,
                INC.(Exact
                name of registrant as specified in its
                charter)








Delaware
            000-29053
            04-2751645(State
                or other jurisdiction of incorporation)
            (Commission
                file number)
            (IRS
                employer identification no.)








2115
                O’Nel Drive, San Jose, CA
            95131(Address
                of principal executive offices)
            (Zip
                code)








Registrant’s
                telephone number, including area code:
            (408)
                731-2700








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 (see General Instruction A.2. below):




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))





Item
      3.03  Material Modification to Rights of Security
      Holders.





See
      the
      disclosure material contained below under Item 5.03.








Item
      5.03  Amendments to Articles of Incorporation or Bylaws; Change in
      Fiscal Year.





On
      September 4, 2007, Terabeam, Inc. (the “Company”) issued a press release stating
      that it would be changing its corporate name to “Proxim Wireless Corporation”
effective September 10, 2007.





The
      Company will change its corporate name by means of a merger of its wholly owned
      Delaware corporate subsidiary Proxim Wireless Corporation with and into the
      Company.  To effect that merger, the Company has filed a certificate
      of ownership and merger with the Secretary of State of the State of
      Delaware.  That certificate states that the current certificate of
      incorporation of the Company will continue as the certificate of incorporation
      of the Company after the merger, except that the current certificate of
      incorporation of the Company will be amended in the merger so that the corporate
      name of the Company after the merger will be “Proxim Wireless Corporation”
instead of “Terabeam, Inc.”  The certificate of ownership and merger
      states that the effective date and time of the merger and related name change
      will be 12:01 a.m. Eastern Time on Monday, September 10, 2007.





Except
      for this change in corporate name, the Company’s capital stock will not be
      affected by this merger.





The
      foregoing description of the certificate of ownership and merger does not
      purport to be complete and is qualified in its entirety by the terms and
      conditions of the certificate of ownership and merger, a copy of which is filed
      as Exhibit 3.1 to this Form 8-K and is incorporated by reference.  A
      copy of the press release issued by the Company on September 4, 2007 referenced
      above is filed as Exhibit 99.1 to this Form 8-K.








Item
      9.01  Financial Statements and Exhibits.





(d)
            Exhibits





See
      Exhibit Index.





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.





TERABEAM,
                INC.Dated:
                September 6, 2007
            By:
            /s/
                David L. RenauldDavid
                L. RenauldVice
                President





EXHIBIT
      INDEX








Number
            Title3.1
            Certificate
                of Ownership and Merger as filed with the Delaware Secretary of State
                on
                September 4, 200799.1
            Press
                release dated September 4, 2007




2