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): December 9, 2005
WaveRider Communications Inc.
(Exact name of registrant as specified in its charter)
Nevada 000-25680 33-0264030
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(State or other jurisdiction Commission File Number: (IRS Employer
of incorporation or organization) Identification No.)
255 Consumers Road, Suite 500, Toronto, Ontario, Canada M2J 1R4
(Address of principal executive offices)
(416) 502-3200
(Registrant's telephone number, including area code)
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(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:
|X| 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
On December 9, 2005, WaveRider Communications Inc. ("WaveRider"), sold, at
face value, $250,000 in Convertible Promissory Notes to Wave Wireless
Corporation ("Wave Wireless"). The Notes bear interest at eight percent (8%) per
annum and mature on June 7, 2006. The cash proceeds of the sale are to be used
for working capital purposes by WaveRider.
As previously announced, WaveRider and Wave Wireless have signed a Letter
of Intent for a potential merger. Finalization of the proposed merger is subject
to certain conditions, including execution of a definitive merger agreement and
approval of WaveRider's shareholders.
ITEM 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
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10.1 Convertible Promissory Note Agreement between WaveRider
Communications Inc. and Wave Wireless Corporation.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on behalf by the
undersigned hereunto duly authorized.
Date: December 13, 2005
WaveRider Communications Inc.
By: /s/ Charles W. Brown
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Charles W. Brown
Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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10.1 Convertible Promissory Note Agreement between WaveRider
Communications Inc. and Wave Wireless Corporation.