** **

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

----

 

**FORM 10-Q/A**

**(AMENDMENT NO. 1)**

 

| **(Mark  One)**                                                                                                                                                                                                       |   |                                                                                                |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------|
| **ý**                                                                                                                                                                                                            |   | **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF  THE SECURITIES EXCHANGE ACT OF 1934**   |
|                                                                                                                                                                                                                  |   |                                                                                                |
| **For the quarterly period ended  March 31, 2003**                                                                                                                                                                    |
|                                                                                                                                                                                                                  |   |                                                                                                |
| **OR**                                                                                                                                                                                                                |
|                                                                                                                                                                                                                  |   |                                                                                                |
| **o**                                                                                                                                                                                                                 |   | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF  1934** |
|                                                                                                                                                                                                                  |   |                                                                                                |
| **For the transition period  from                to               ** |
|                                                                                                                                                                                                                  |
| **COMMISSION  FILE NUMBER 000-29661**                                                                                                                                                                                 |

 

----

 

| **UTSTARCOM, INC.**                                                         |
|----------------------------------------------------------------------------------|
| (Exact name of Registrant  as specified in its charter)                          |
|                                                                             |
| **DELAWARE**                                                                     |   | **52-1782500** |
| (State of  Incorporation)                                                        |   | (I.R.S. Employer  Identification No.) |
|                                                                             |   |   |
| **1275 HARBOR BAY PARKWAY,  ALAMEDA, CALIFORNIA**                                |   | **94502** |
| (Address of principal executive offices)                                         |   | (zip code) |
|                                                                             |   |   |
| Registrant’s telephone number, including area code: **(510) 864-8800** |

 

----

 

Indicate by check mark whether the Registrant (1) has filed allreports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorterperiod that the Registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.  Yes   ý  No   o

 

Indicate by check mark whether the Registrant is an accelerated filer(as defined in Rule 12b-2 of the Exchange Act of 1934).  Yes   ý  No   o

 

As of May 2, 2003 there were 100,342,383 shares of the Registrant’sCommon Stock outstanding, par value $0.00125.

 

 

----

**EXPLANATORYNOTE**

 

UTStarcom, Inc. is filing this Amendment No. 1 to itsQuarterly Report on Form 10-Q for the quarter ended March 31, 2003, which wasoriginally filed with the Securities and Exchange Commission on May 12, 2003(the “Quarterly Report”), to amend and restate in its entirety Exhibit 10.90,to disclose certain information for which confidential treatment had beeninitially requested.  This Amendment No.1 continues to speak as of the date of the original filing of the QuarterlyReport, and the Company has not updated the disclosures contained therein toreflect any events that occurred at a later date.

 

**ITEM 6—EXHIBITS AND REPORTS ON FORM8-K**

 

(a)                                  Exhibits:

 
| **NUMBER**          |   | **EXHIBIT  DESCRIPTION**                                                                                                                                                                                  |
|---------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                |   |                                                                                                                                                                                                      |
|  4.4(1)        |   | Convertible Subordinated Notes Indenture dated as of  March 12, 2003 between UTStarcom, Inc. and U.S. Bank National Association,  including the form of the 7/8% Convertible Subordinated Notes due 2008. |
| 10.88(1)            |   | Registration Rights Agreement between UTStarcom,  Inc. and the Initial Purchasers named therein dated as of March 12, 2003.                                                                               |
| 10.89(1)            |   | Asset Purchase Agreement dated as of March 4, 2003  between UTStarcom, Inc. and 3Com Corporation.                                                                                                         |
| 10.90*              |   | Equipment Purchase Agreement dated as of February 4,  2003 between UTStarcom, Inc. and Tata Teleservices Limited.                                                                                         |
| 31.1                |   | Certification Pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002                                                                                                                                  |
| 31.2                |   | Certification Pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002                                                                                                                                  |
|   99.1(1) |   | Certification of Chief Executive Officer Pursuant to  18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of  the Sarbanes-Oxley Act of 2002                                        |
|   99.2(1) |   | Certification of Chief Financial Officer Pursuant to  18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of  the Sarbanes-Oxley Act of 2002                                        |

 

----

*                                         Certaininformation in this Exhibit has been omitted and filed separately with the SEC.Confidential treatment has been requested with respect to the omitted portions.

 

(1)                                  Previouslyfiled on May 12, 2003.

 

(b)                                 Reportson Form 8-K:

 

 

1.                On March 7, 2003,UTStarcom filed with the SEC a Report on Form 8-K (dated March 6, 2003) inconnection with its pending acquisition of the CommWorks division of 3ComCorporation and its repurchase of 8,000,000 shares of common stock fromSOFTBANK America Inc.

 

2.                On March 7, 2003,UTStarcom filed with the SEC a Report on Form 8-K (dated March 7, 2003) inconnection with its convertible subordinated notes offering.

 

3.                On April 23, 2003,UTStarcom furnished to the SEC a Report on Form 8-K (dated April 16, 2003) inconnection with its announcement of financial results for the fiscal quarterending March 31, 2003.

 

 

 

2

----

 

**UTSTARCOM, INC.**

 

**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 theundersigned thereunto duly authorized.

 
| Date:   September 8, 2003 | UTSTARCOM, INC.                                    |
|--------------------------------|----------------------------------------------------|
|                           | (Registrant)                                       |
|                           |                                               |
|                           | BY:                                                |
|                           |                                               |
|                           |                                               |
|                           | /s/ Hong  Liang Lu                                 |
|                           | Hong Liang Lu                                      |
|                           | *President, Chief Executive Officer  and Director* |
|                           |                                               |
|                           |                                               |
|                           | /s/ Michael  J. Sophie                             |
|                           | Michael J. Sophie                                  |
|                           | *Chief Financial Officer and  Assistant Secretary* |

 

 

3

----

 

**UTSTARCOM, INC.**

**EXHIBIT INDEX**

 
| **NUMBER**          |   | **EXHIBIT  DESCRIPTION**                                                                                                                                                                                  |
|---------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  4.4(1)        |   | Convertible Subordinated Notes Indenture dated as of  March 12, 2003 between UTStarcom, Inc. and U.S. Bank National Association, including  the form of the 7/8% Convertible Subordinated Notes due 2008. |
| 10.88(1)            |   | Registration Rights Agreement between UTStarcom,  Inc. and the Initial Purchasers named therein dated as of March 12, 2003.                                                                               |
| 10.89(1)            |   | Asset Purchase Agreement dated as of March 4, 2003  between UTStarcom, Inc. and 3Com Corporation.                                                                                                         |
| 10.90*              |   | Equipment Purchase Agreement dated as of February 4,  2003 between UTStarcom, Inc. and Tata Teleservices Limited.                                                                                         |
| 31.1                |   | Certification Pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002                                                                                                                                  |
| 31.2                |   | Certification Pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002                                                                                                                                  |
|   99.1(1) |   | Certification of Chief Executive Officer Pursuant to  18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of  the Sarbanes-Oxley Act of 2002                                        |
|   99.2(1) |   | Certification of Chief Financial Officer Pursuant to  18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of  the Sarbanes-Oxley Act of 2002                                        |
|                |   |                                                                                                                                                                                                      |

 

----

*                                         Certaininformation in this Exhibit has been omitted and filed separately with the SEC.Confidential treatment has been requested with respect to the omitted portions.

 

(1)                                  Previouslyfiled on May 12, 2003

 

4

----