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
      29, 2008








PROXIM
      WIRELESS CORPORATION(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.)








1561
      Buckeye Drive, Milpitas, CA
            95035(Address
      of principal executive offices)
            (Zip
      code)








Registrant’s
      telephone number, including area code:
            (408)
      383-7600








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):




[  ]  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
1.01.  Entry
into a Material Definitive Agreement.
 
 Item
2.01  Completion of Acquisition or
Disposition of Assets.
 
 Effective
August 29, 2008, Proxim Wireless Corporation (“Proxim”) and its wholly owned
subsidiary Terabeam Corporation (“Terabeam”) entered into an Asset Purchase
Agreement (the “APA”) with Renaissance Electronics Corp. (“Renaissance”) and its
wholly owned subsidiary HXI, LLC (“HXI” and together with Renaissance,
“Buyer”).
 
 Pursuant
to the APA, Terabeam sold to Buyer generally its assets relating to its Harmonix
Division in Haverhill, Massachusetts.  Among the assets transferred
were US Patent Number 6,163,231 and US Trademark 2,655,290 - the GigaLink®
trademark.  The purchase price for these assets was approximately $5.3
million after adjustments.  Of this amount, $750,000 was retained by
the Buyer as a deposit towards product purchases under the OEM Agreement
described below and the remaining approximately $4.6 million has been paid in
cash to Terabeam.  From an accounting perspective, Proxim currently
expects to recognize a net gain of approximately $2.3 million from this
transaction.  However, that number has not been finalized or reviewed
by Proxim’s independent accountants and is subject to change.
 
 Terabeam
and Proxim generally remain responsible for obligations relating to the Harmonix
Division prior to August 29, 2008, while the Buyer generally is responsible for
obligations relating to the Harmonix Division after August 29,
2008.  All the employees of the Harmonix Division have been terminated
by Terabeam, and substantially all of those employees have been hired by
Buyer.
 
 In the
APA, Proxim and Terabeam made customary financial and non-financial
representations and warranties about the assets being transferred and the
business of the Harmonix Division.  Most of the representations and
warranties survive until August 29, 2009 but a limited number are of unlimited
duration.  Terabeam and Proxim, on the one hand, and Buyer on the
other hand indemnified each other in the APA for liabilities arising out of
breaches of their representations, warranties, and covenants contained in the
APA as well as liabilities relating to the Harmonix Division for which the
respective parties are liable under the terms of the APA.  Proxim’s
and Terabeam’s combined liability in connection with the transactions
contemplated by the APA is limited in the APA to $4.0 million through August 29,
2009 and $2.0 million from August 30, 2009 through August 29, 2010 (with the
aggregate liability in the two years limited to a total of $4.0
million).  Through August 29, 2010, Proxim and Terabeam and their
current corporate affiliates agreed (i) not to compete with or solicit customers
or suppliers of the millimeter wave components, subassemblies, and subsystems
business of the Harmonix Division and (ii) not to solicit any former Harmonix
Division employee or agent to terminate his or her relationship with
Buyer.  This limitation specifically does not prohibit Proxim or
Terabeam from continuing to engage in the millimeter wave radio
business.
 
 In
connection with the transactions contemplated in the APA, the following
agreements were also entered:
 
 ·
              Proxim
      and Buyer entered into an Original Equipment Manufacturer Agreement, also
      dated August 29, 2008.  This agreement contains customary terms
      and conditions for Buyer to continue to supply to Proxim the same
      GigaLink® millimeter wave radios that previously had been supplied to
      Proxim by its then-internal Harmonix Division.  In the OEM
      Agreement, Proxim agreed to purchase at least $1.5 million of GigaLink
      radios from Buyer by August 29, 2009 so long as Buyer has performed its
      obligations under the OEM Agreement.  As described above, the
      Buyer has retained $750,000 of the purchase price as a deposit towards
      this $1.5 million purchase commitment.  In return, the Buyer
      agreed not to sell any GigaLink radios to any other party at a price below
      a specified percentage above the price at which Buyer sells the GigaLink
      radios to Proxim.
 
 ·
              Proxim
      entered into a Patent License Agreement with HXI dated as of August 29,
      2008.  In that agreement, Proxim granted HXI a license under
      United States Patent Number 6,700,549B2 with respect to any products
      covered by that patent, but only to the
      extent such products (a) were developed and sold commercially by the
      Harmonix Division prior to August 29, 2008 or (b) in the process of being
      developed by the Harmonix Division prior to August 29, 2008 and are
      sold
   2
  commercially
on or before August 29, 2009.  This license is exclusive to HXI with
respect to the products within the scope of the license.  Also in the
Patent License Agreement, Proxim agreed not to sue HXI for any infringement of
specified patents of Proxim with respect to products that were developed and
sold commercially by the Harmonix Division prior to August 29, 2008 so long as
HXI has complied with its obligations to Proxim, including without limitation,
its obligations set forth in the OEM Agreement described above.
 
 ·
              Proxim
      and the Buyer entered into a Transitional Services Agreement dated as of
      August 29, 2008 pursuant to which Proxim agreed to provide various
      accounting, informational, website, and email transitional services to the
      Buyer for a limited period of time.
 
 ·
              Proxim
      and the Buyer entered into an Assignment and Assumption of Lease as of
      August 29, 2008 relating to the facility located in Haverhill,
      Massachusetts used by the Harmonix Division.  In that agreement,
      Proxim transferred to the Buyer, and the Buyer assumed from Proxim, the
      obligations relating to the October 7, 2005 lease for that facility (which
      lease is described in the Form 8-K filed by Proxim with the Securities and
      Exchange Commission on October 26, 2005).  However, this
      assignment does not release Proxim from its obligations under that lease,
      provided, however, that Proxim shall have no liability or obligations
      relating to or arising from (a) any amendment or modification of that
      lease or (b) any renewal or extension of the term of that lease beyond the
      initial scheduled term of that lease.  Under that assignment,
      Proxim and Buyer, respectively, indemnified each other for obligations
      arising under that lease before or after, respectively, August 29,
      2008.  Adom Realty Trust, the landlord under the lease, signed
      and consented to this Assignment and Assumption of
  Lease.
 
 The
foregoing description of the Asset Purchase Agreement and the Assignment and
Assumption of Lease does not purport to be complete and is qualified in its
entirety by reference to the terms and conditions of the Asset Purchase
Agreement attached hereto as Exhibit 2.1 and the Assignment and Assumption of
Lease attached hereto as Exhibit 10.1, which are incorporated herein by
reference.
 
 On
September 3, 2008, Proxim issued a press release announcing the matters
described above.  A copy of that press release is attached hereto as
Exhibit 99.1.
 
 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.





PROXIM
      WIRELESS CORPORATIONDated:
      September 4, 2008
            By:
            /s/ David
      L. RenauldDavid
      L. RenauldVice
      President






3







EXHIBIT
INDEX





Number
              Title2.1
              Asset
      Purchase Agreement, dated as of August 29, 2008, among Proxim Wireless
      Corporation, Terabeam Corporation, Renaissance Electronics Corp., and HXI,
      LLC10.1
              Assignment
      and Assumption of Lease, dated as of August 29, 2008, between Proxim
      Wireless Corporation and Renaissance Electronics Corp. and HXI, LLC and
      consented to by Adom Realty Trust99.1
              Press
      release dated September 3,
2008


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