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): | October 31, 2005 |
YDI WIRELESS, INC. (Exact name of registrant as specified in its charter) |
Delaware (State or other jurisdiction of incorporation) | 000-29053 (Commission file number) | 04-2751645 (IRS employer identification no.) |
2115 O’Nel Drive, San Jose, CA (Address of principal executive offices) | | 95131 (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):
¨ 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 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 October 31, 2005, YDI Wireless, Inc. (the "Company") issued a press release stating that it would be changing its corporate name to "Terabeam, Inc." effective November 7, 2005.
The Company will change its corporate name by means of a merger of its wholly owned Delaware corporate subsidiary Terabeam, Inc. 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 "Terabeam, Inc." instead of "YDI Wireless, 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, November 7, 2005.
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 October 31, 2005 referenced above is filed as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(c) | 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.
Dated: November 4, 2005 | YDI WIRELESS, INC. By: /s/ David L. Renauld David L. Renauld Vice President |
EXHIBIT INDEX
Number | Title |
3.1 | Certificate of Ownership and Merger as filed with the Delaware Secretary of State on November 3, 2005. |
99.1 | Press release dated October 31, 2005. |
2