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):
            May
      21, 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.)








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
1.01.  Entry
into a Material Definitive Agreement.
 
 Item
5.02  Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
 
 
 Approval of Amendments to
2004 Stock Plan
 
 At the
annual meeting of stockholders of Proxim Wireless Corporation held on May 21,
2008, the stockholders of the company approved three amendments to the company’s
2004 Stock Plan – first, increasing the shares issuable thereunder by 1,500,000;
second, approving a change to require that both incentive stock options and
non-qualified stock options have an exercise price at least equal to the fair
market value of the company’s common stock on the date of grant; and third,
approving a change to require the stock plan administrator to make equitable
adjustments to outstanding stock rights in the event of specified non-routine
dividends and changes in the company’s common stock (as opposed to such
adjustments being optional).
 
 On March
7, 2008, the company’s compensation committee of the board of directors
recommended each of these three amendments to the company’s board of
directors.  On March 7, 2008, the company’s board of directors
approved these three amendments to the company’s 2004 Stock Plan, in each case
subject to stockholder approval at the May 21, 2008 annual meeting.
 
 The 2004
Stock Plan provides for the granting of stock options, stock awards, stock
appreciation rights, and other equity-based awards to the company’s employees,
directors, and consultants.  The maximum number of shares of the
company’s common stock that may be granted or issued under the 2004 Stock Plan
is now 4,650,000 shares.  Now that the amendments to the 2004 Stock
Plan have been approved by the company’s stockholders, equity grants may be made
and shares issued under the plan for the full number of shares without further
stockholder approval.
 
 The
following summary outlines the principal features of the 2004 Stock Plan as
amended (the “Plan”).
 
 Purpose.  The
purpose of the Plan is to provide directors, officers, employees, and
consultants of Proxim and its affiliates with additional incentives to
contribute to Proxim’s future growth and success by increasing their capital
stock ownership in Proxim.  The Plan provides a flexible framework
that will permit our board of directors to develop and implement a variety of
stock-based programs based on changing needs of Proxim, its competitive market,
and regulatory climate.  Our board of directors believes it is in the
best interest of our stockholders for officers, employees, and members of the
board of directors of Proxim to own stock in Proxim and that such ownership will
enhance Proxim’s ability to attract highly qualified personnel, strengthen its
retention capabilities, enhance the long-term performance of Proxim and its
subsidiaries, and vest in participants a proprietary interest in the success of
Proxim and its subsidiaries.
 
 Eligibility.  All
directors, officers, employees, and consultants of Proxim and its affiliates are
eligible to participate in the Plan.
 
 Administration.  Our
board of directors and the Compensation Committee of our board of directors
(collectively referred to as the “Plan Committee”) administer the
Plan.  Our board of directors has adopted a policy that in general
awards under the Plan will be granted by the Compensation
Committee.  The Plan Committee has broad powers to administer the
Plan, including the authority to determine the persons to whom equity grants are
made, the type of the grant, the size of the grant, any vesting provisions, the
exercise or purchase price, the duration of the equity grant, any restrictions
on the equity grant, and the other terms and conditions of any
grant.
 
 Term of Plan.  The
Plan will remain in effect until August 4, 2014 unless terminated earlier by the
board of directors.  No equity grant may be made after the Plan has
been terminated.
 
 Maximum Number of Shares
Issuable.  The maximum number of shares of our common stock
that may be issued or issuable under the Plan may not exceed 4,650,000
shares.  All shares will be newly issued by Proxim or from Proxim’s
treasury stock upon the exercise of an equity grant under the
Plan.  The number of shares which may be issued under the Plan is
subject to adjustment upon the occurrence of certain corporate events including
the
  2
  issuance
of dividends in the form of stock, stock splits, recapitalizations, mergers,
consolidations, combinations or exchanges of shares, separations,
reorganizations, and liquidations.  Shares of our common stock subject
to equity grants under the Plan which have expired, terminated, or been canceled
or forfeited will be available for issuance or use in connection with future
equity grants.
 
 Annual Cap on Individual
Awards.  In no event may any Plan participant be granted stock
rights under the Plan with respect to more than 500,000 shares of our common
stock (which number may be adjusted in accordance with the Plan) in any calendar
year.  The number of shares of our common stock relating to a stock
right granted to a participant in a calendar year that is subsequently
forfeited, cancelled, or otherwise terminated will continue to count toward the
foregoing limitation in such calendar year.  In addition, if the
exercise price of a stock right is subsequently reduced, the transaction will be
deemed a cancellation of the original stock right and the grant of a new one so
that both transactions will count toward the maximum shares issuable in the
calendar year of each respective transaction.
 
 Award
Types.  Individual awards under the Plan may take the form of
one or more of incentive stock options, non-qualified stock options, stock
appreciation rights (SARs), and stock purchases or awards (either restricted or
unrestricted).  Although we believe that performance-based long-term
incentives are a necessary component of our compensation program, we have
designed the Plan to allow for flexibility to issue the types of equity-based
compensation we believe are most appropriate in the circumstances.
 
 Incentive Stock
Options.  Only employees of Proxim or its affiliates may
receive incentive stock options.  Incentive stock options entitle the
holder to purchase a certain number of shares of our common stock at an exercise
price specified at the time the option is granted.  The exercise price
per share of common stock which may be purchased under an incentive stock option
may not be less than 100% of the fair market value of a share of our common
stock on the date the option is granted.  If the equity grant
recipient owns more than 10% of our stock, then the exercise price must be at
least 110% of that fair market value.  The aggregate fair market value
of all shares of our common stock subject to incentive stock options for an
employee which become exercisable by that employee for the first time during any
year may not exceed $100,000.  Any incentive stock options granted to
an employee owning more than 10% of our common stock must expire not more than 5
years from the date of grant, and all other incentive stock options must expire
not more than 10 years from the date of grant.
 
 Non-Qualified Stock
Options.  Non-qualified stock options, which are stock options
that are not incentive stock options, entitle the holder to purchase a certain
number of shares of our common stock at an exercise price specified at the time
the option is granted.  The exercise price per share of common stock
which may be purchased under a non-qualified stock option may not be less than
100% of the fair market value of a share of our common stock on the date the
option is granted.
 
 SARs.  SARs may
either be issued together with stock options or apart from stock
options.  SARs are rights that, when exercised, entitle the holder to
the appreciation in value of the number of shares of our common stock specified
in the grant from either the exercise price of a share under the option (if the
SAR is granted with an option) or the date granted (if the SAR is granted apart
from any options) to the date exercised.  Under the terms of the Plan,
the Plan Committee is authorized to provide for payment of a SAR upon exercise
in either cash or stock.
 
 Stock Awards and
Purchases.  Under the Plan, the Plan Committee can issue
restricted stock and unrestricted stock awards and
bonuses.  Restricted stock consists of stock issued under the Plan
that is subject to certain restrictions established by the Plan
Committee.  Unrestricted stock is stock issued under the Plan without
transfer, vesting, sale, or other similar restrictions.  The Plan
Committee can also grant rights to purchase shares of our common stock under the
Plan at prices and on such other terms as it determines in its sole
discretion.
 
 Exercise of Equity
Grant.  If applicable, the vested portion of an equity grant
may be exercised by giving written notice to Proxim at its designated office
address identifying the equity grant being exercised, specifying the portion of
the equity grant being exercised, and providing payment in one of the following
forms:  (a) United States cash or cash equivalent or (b) at the
discretion of the Plan Committee, (i) shares of our common stock previously
issued to the equity grant holder having a fair market value on the date of
exercise equal to the exercise price of the equity grant, (ii) delivery of the
equity grant holder’s promissory note, (iii) a “cashless” exercise in which
Proxim withholds from those shares that would otherwise be obtained on the
exercise of such equity grant the number of
  3
  shares
having a fair market value on the date of exercise equal to the aggregate
exercise price, (iv) a “cashless” exercise in which the equity grant holder uses
a broker to sell the shares on its behalf, to use the proceeds to pay the
exercise price and taxes, and then to distribute the excess to the equity grant
holder in either cash or stock, or (v) any combination of the above payment
options.
 
 Fair Market Valuation
Calculation.  The fair market value of a share of our common
stock will be the closing price on the applicable date on the securities market
where our common stock is traded, or if there were no sales on the date of
grant, on the next preceding date within a reasonable period on which there were
sales.  In the event that there were no sales in such a market within
a reasonable period or if our common stock is not publicly traded on the
applicable date, the fair market value will be as determined in good faith by
the Plan Committee in its sole discretion.
 
 Nontransferability of Equity
Grants.  Equity grants are not assignable or transferable by
the recipient, either voluntarily or by operation of law, except by will or by
the laws of descent and distribution or as permitted by the Plan Committee in a
specific situation.  During the lifetime of the recipient, no equity
grant will be exercisable by or payable to anyone other than the recipient or
his legal representative or permitted assignee.
 
 Amendments.  The
Plan may be terminated or amended by our board of directors in any manner
allowed by law, but no amendment will be effective without approval of our
stockholders if stockholder approval if required by applicable federal or state
law or regulation or by the rules of any stock exchange or automated quotation
system on which our common stock may then be listed or
quoted.  Neither our board of directors nor the stockholders may
adversely alter or impair the rights of an equity grant holder without that
holder’s consent.
 
 Adjustments.  Notwithstanding
any other provision of the Plan, the Plan Committee shall make or provide for
such adjustments to the Plan, to the number and class of shares available under
the Plan or to any outstanding equity grants, as it deems appropriate to prevent
dilution or enlargement of rights, including adjustments in the event of
distributions to holders of our common stock of other than a normal cash
dividend, and changes in our outstanding common stock by reason of stock
dividends, split-ups, recapitalizations, mergers, consolidations, combinations
or exchanges of shares, separations, reorganizations, liquidations and the
like.  In the event of any general offer to holders of our common
stock relating to the acquisition of their shares, the Plan Committee may make
such adjustment as it deems equitable in respect of outstanding equity grants
including, in the Plan Committee's discretion, revision of outstanding equity
grants so that they may be exercisable for the consideration payable in the
acquisition transaction.  Any such determination by the Plan Committee
will be conclusive.
 
 Withholding.  It
will be a condition of our obligation to issue common stock upon exercise of an
equity grant that the person exercising the equity grant pay, or make provision
satisfactory to us for the payment of, any taxes which we are obligated to
collect with respect to the issuance of our common stock upon such
exercise.
 
 Compliance with
Laws.  Our obligation to sell and deliver shares of our common
stock under the Plan is subject to the approval of any governmental authority
required in connection with the authorization, issuance, or sale of such shares
and the availability of federal and appropriate state securities law
registrations, qualifications, and/or exemptions.
  *     *     *     *     *     *     *     *     *
  The
foregoing description of the amendments to the 2004 Stock Plan does not purport
to be complete and is qualified in its entirety by the terms and conditions of
Amendment No. 3 to the 2004 Stock Plan, a copy of which is filed as Exhibit 10.1
to this Form 8-K, and which is incorporated by reference.
 
  4
  Item
8.01  Other
Events.
 
 At the annual meeting of stockholders
of Proxim Wireless Corporation held on May 21, 2008, each of the following
individuals was elected as a member of the five-person board of directors of the
company:
 
 John W.
Gerdelman
 J.
Michael Gullard
 Alan B.
Howe
 Pankaj S.
Manglik
 Robert A.
Wiedemer
 
 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:
      May 28, 2008
            By:
            /s/ David
      L. RenauldDavid
      L. RenauldVice
      President





EXHIBIT
INDEX








Number
            Title10.1
            Amendment
      No. 3 to 2004 Stock Plan of the
Registrant





5