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 25, 2005
ARC Wireless Solutions, Inc.
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(Exact name of registrant as specified in its charter)
Utah
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(State or Other Jurisdiction of Incorporation)
000-18122 87-0454148
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(Commission File Number) (IRS Employer Identification Number)
10601 West 48th Avenue
Wheat Ridge, Colorado 80033
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(Address of principal executive offices including zip code)
(303) 421-4063
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(Registrant's telephone number, including area code)
N/A
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(Former address, if changed since last report)
8.01 Other Events.
On June 29, 2005, in a report on Form 8-K, we reported that Proxim Corporation
and its subsidiaries Proxim Wireless Networks, Inc., Proxim International
Holdings,Inc. and Wireless Home Corporation (collectively, "Proxim") each filed
voluntary petitions for relief under Chapter 11 of the United States Bankruptcy
Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the
District of Delaware ("Bankruptcy Court"). Winncom Technologies Corp., a
wholly-owned subsidiary of ARC Wireless Solutions, Inc., is a distributor for
Proxim Corporation, and Proxim has represented a substantial portion of
Winncom's product purchases over the last few years. On July 18, 2005, Proxim
entered into an agreement to sell its assets to Terabeam Wireless ("Terabeam")
(YDI Wireless, Inc. NASDAQ: YDIW). The asset purchase agreement was approved by
the Bankruptcy Court on July 20, 2005. Following that approval, the parties
addressed the other pre-closing issues and completed the transaction on July 27,
2005. Under the terms of the asset purchase agreement, Terabeam acquired and
assumed most of the domestic and foreign operations of Proxim for a cash
purchase price of approximately $25,200,000, subject to certain adjustments,
liability assumptions, and deductions.
In the same 8-K, we reported that Winncom had certain vendor receivables due
Winncom from Proxim, which we estimated at that time to be approximately $90,000
and whose realization was uncertain. From the date of that previous Form 8-K,
filed on June 29, 2005, to the present, Winncom has received all vendor
receivables open at the time of the bankruptcy filing, including the $90,000.
In our report on Form 10-Q for the quarters ended March 31, 2005 and June 30,
2005 we reported that sales from the Wireless Communication Solutions Division
were less than the comparable period of the prior year, principally because of
management's decision to withhold shipments to minimize our risk by a large
customer whose credit privileges had been suspended due to delinquent payments.
In June 2005, following a recapitalization by the customer, we reinstated the
customers' credit privileges and we commenced shipments to that customer. We
have not incurred any loss due to uncollectible receivables from the customer.
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.
ARC WIRELESS SOLUTIONS, INC.
Date: August 25, 2005 By: /s/ Randall P. Marx
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Randall P. Marx, Chief Executive Officer