UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)

x

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 29, 2008

 

 

 

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 000-51958

 

NEXTWAVE WIRELESS INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

20-5361360

(State or other jurisdiction of

 

(IRS Employer

incorporation or organization)

 

Identification No.)

 

 

 

12670 High Bluff Drive, San Diego, California

 

92130

(Address of principal executive offices)

 

(Zip Code)

 

(858) 480-3100

(Registrant’s telephone number, including area code)

 

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x    No  o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  o

Accelerated filer  x

Non-accelerated filer  o

Smaller reporting company  o

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 

Yes o

No x

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes  x    No  o                

As of May 2, 2008, there were approximately 102,857,605 shares of the Registrant’s common stock outstanding.

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 on Form 10-Q/A amends the Quarterly Report on Form 10-Q of Nextwave Wireless Inc. (the “Company”) for the period ended March 31, 2008, as filed by the Company on May 8, 2008 (the “Original Filing”). This Amendment to the Quarterly Report is being filed solely to amend the Section 302 certifications appended as Exhibits 31.1 and 31.2. Specifically, the Company is refiling these certifications solely to add certain required language in the introductory paragraph of Statement 4 of the certifications that was inadvertently omitted from the Company's certifications in the Original Filing. This Amendment does not alter or affect any other part or any other information originally set forth in the Quarterly Report. This Amendment does not reflect events that have occurred subsequent to the filing of the Original Filing.

 

 

 

 

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PART II. OTHER INFORMATION

 

 

ITEM 6.

Exhibits

 

Exhibit No.

Description

31.1

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Allen Salmasi.

31.2

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for George C. Alex.

 

* Filed herewith

 

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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 the undersigned thereunto duly authorized.

 

NEXTWAVE WIRELESS INC.

 

(Registrant)

 

 

 

 

June 23, 2008

By:

  /s/  George C. Alex

(Date)

George C. Alex

 

Executive Vice President and

 

Chief Financial Officer

 

 

 

 

 

 

 

 

 

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