8-K

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): June 24, 2011

UTSTARCOM, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of
incorporation) 000-29661 (Commission File Number) 52-1782500 (I.R.S. Employer Identification
No.)

52-2 Building, BDA International Enterprise AvenueNo. 2 Jingyuan North Street
Daxing District

Beijing 100176
People’s Republic of China

(Address of principal executive offices) (Zip code)

+ 86 (10) 8520-5588

(Registrant’s telephone number, including area code)

N/A

(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):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07.              Submission of Matters to a Vote of Security Holders.

UTStarcom, Inc. (the “Company”) held its Annual Meeting of Stockholders (“Annual Meeting”) on June 24, 2011, in China.  At the Annual Meeting, the following proposals were submitted to a vote of the stockholders and the stockholders voted as set forth below:

Proposal No. 1 — Election of Directors

The stockholders elected each of Jack Lu, Baichuan Du and Xiaoping Li as a Class II Director to serve for a term expiring on the date on which the Company’s annual meeting of stockholders is held in the year 2014, as set forth below:

Nominee	Votes For	Votes Against	Abstentions	Broker Non-Votes
Jack Lu	107,430,488	1,075,762	125,774	18,987,138
Baichuan Du	107,500,515	1,004,710	126,799	18,987,138
Xiaoping Li	90,941,447	17,564,928	125,649	18,987,138

Proposal No. 2 — Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders voted to ratify the appointment of PricewaterhouseCoopers Zhong Tian CPAs Limited Company as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011, as set forth below:

Votes For	Votes Against	Abstentions	Broker Non Votes
126,680,684	859,540	78,938	—

Proposal No. 3 — Advisory (Non-Binding) Vote on Executive Compensation

The stockholders voted, on a non-binding basis, to approve the 2010 compensation awarded to the Company’s named executive officers, as set forth below:

Votes For	Votes Against	Abstentions	Broker Non Votes
90,422,500	2,254,082	15,955,442	18,987,138

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Proposal No. 4 — Advisory (Non-Binding) Vote on the Frequency of Holding Advisory Vote on Executive Compensation

The stockholders voted, on a non-binding basis, to hold future advisory votes to approve the compensation of the Company’s named executive officers, as set forth below:

Three Years	Two Years	One Year	Abstentions	Broker Non Votes
39,522,521	91,526	68,003,682	1,014,295	18,987,138

Proposal No. 5 — Adoption of the Agreement and Plan of Merger and Reorganization

The stockholders voted to adopt the agreement and plan of merger and reorganization by and among the Company, UTStarcom Holdings Corp., a newly formed exempted company incorporated under the laws of the Cayman Islands that is currently a wholly owned subsidiary of the Company (“UTS Holdings”), and UTSI Mergeco Inc., a newly formed Delaware corporation that is currently a wholly owned subsidiary of UTS Holdings (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of UTS Holdings (the “Merger”), and whereby each issued and outstanding share of the common stock of the Company will be converted into the right to receive one UTS Holdings ordinary share, which shares will be issued by UTS Holdings as part of the Merger, as set forth below:

Votes For	Votes Against	Abstentions	Broker Non Votes
82,525,837	25,987,736	118,451	18,987,138

The Company’s press release announcing the results of the annual meeting is attached hereto as Exhibit 99.1.

The Company’s joint press release with UTS Holdings announcing the approval of the merger is attached hereto as Exhibit 99.2.

Item 8.01               Other Events.

On June 24, 2011, the Company completed the reorganization of the Company as a Cayman Islands company.  The shares of UTS Holdings will be listed on the NASDAQ Stock Market under the trading symbol “UTSI”, the same symbol under which the shares of common stock of the Company were listed.

On June 24, 2011 the Company and UTS Holdings issued a joint press release announcing the completion of the Merger.  The press release is attached hereto as Exhibit 99.3.

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Item 9.01               Financial Statements and Exhibits.

(d)               Exhibits

Exhibit Number	Description
99.1	Press Release entitled UTStarcom Announces Results of Its 2011 Annual General Meeting of Shareholders, dated June 24, 2011
99.2	Press Release entitled UTStarcom, Inc. and UTStarcom Holdings Corp. Announce Approval of Merger, dated June 24, 2011
99.3	Press Release entitled UTStarcom, Inc. and UTStarcom Holdings Corp. Complete Reorganization Merger, dated June 25, 2011

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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 hereunto duly authorized.

	UTSTARCOM, INC.
Date: June 24, 2011	By:	/s/ EDMOND CHENG
	Name:	Edmond Cheng
	Title:	Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release entitled UTStarcom Announces Results of Its 2011 Annual General Meeting of Shareholders, dated June 24, 2011
99.2	Press Release entitled UTStarcom, Inc. and UTStarcom Holdings Corp. Announce Approval of Merger, dated June 24, 2011
99.3	Press Release entitled UTStarcom, Inc. and UTStarcom Holdings Corp. Complete Reorganization Merger, dated June 25, 2011

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EX-99.1

Exhibit 99.1

UTStarcom, Inc. and UTStarcom Holdings Corp. Announce Approval of Merger

Beijing, June 24, 2011 — UTStarcom, Inc. (“UTStarcom” or the “Company”) (NASDAQ: UTSI), a leading provider of interactive, IP-based network solutions in iDTV, IPTV, Internet TV and Broadband for cable and telecom operators, and UTStarcom Holdings Corp., a company incorporated under the laws of the Cayman Islands (“UTS Holdings”), announced today the proposed merger (the “Merger”) to reorganize the Company as a Cayman Islands company was approved by the stockholders of UTStarcom at the annual meeting held at 4:00 p.m. local time today (the “Annual Meeting”).

UTStarcom is proceeding with the completion of the transaction and expects the Merger to become effective on June 24, 2011 at 4:30 p.m. Eastern Time.

Pursuant to the approval of the Company’s stockholders today, UTSI Mergeco Inc., a Delaware corporation and a wholly-owned subsidiary of UTS Holdings, will merge with and into our existing public company, UTStarcom, which is incorporated under the laws of the State of Delaware. As a result of the reorganization, UTS Holdings, currently a wholly-owned subsidiary of UTStarcom, will become the parent company of UTStarcom group of companies. After the reorganization, UTStarcom expects to continue to conduct its business in substantially the same manner as it does today.

UTStarcom stockholders will have their existing common stock automatically converted into a right to receive an equal number of ordinary shares in UTS Holdings, the new Cayman Islands public company. Upon completion of the Merger, UTS Holdings’s shares will be traded on the NASDAQ Stock Market (“NASDAQ”) under the same stock symbol “UTSI.”

Following completion of the Merger, UTS Holdings is expected to qualify as a “foreign private issuer” under the rules and regulations of the Securities and Exchange Commission.  The Company will remain subject to the mandates of the Sarbanes-Oxley Act of 2002, and as long as the UTS Holdings’ ordinary shares are listed on NASDAQ, the governance and disclosure rules of that stock exchange.

About UTStarcom, Inc.

UTStarcom is a leading provider of interactive, IP-based network solutions in iDTV, IPTV, Internet TV and Broadband for cable and telecom operators. The Company sells its solutions to operators in both emerging and established telecommunications and cable markets around the world. UTStarcom enables its customers to rapidly deploy revenue-generating access services using their existing infrastructure, while providing a migration path to cost-efficient, end-to-end IP networks.

Founded in 1991, listed in NASDAQ in 2000, the Company has its operational headquarters in Beijing, China and research and development operations in China and India. For more information about UTStarcom, visit the Company’s Web site at http://www.utstar.com.

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About UTStarcom Holdings Corp.

UTS Holdings is a newly formed exempted company incorporated under the laws of the Cayman Islands.  An “exempted” company under the laws of the Cayman Islands is one which receives such registration as a result of satisfying the Registrar of Companies in the Cayman Islands that it conducts its operations mainly outside of the Cayman Islands and is as a result exempted from complying with certain provisions of the Cayman Islands Companies Law.

For more information, please contact:

Jing Ou-Yang

UTStarcom, Inc.

Phone: +8610 8520 5153

jouyang@utstar.com

Brion Tingler

Kreab Gavin Anderson

Phone: +8610 6535 3567

btingler@kreabgavinanderson.com

Forward-Looking Statements

This release includes forward-looking statements, including statements regarding the completion of the Merger, the conversion of UTStarcom common stock into the right to receive an equal number of UTS Holdings ordinary shares, the change in the Company’s place of incorporation, the rules and regulations UTS Holdings will be subject to following the Merger and UTS Holdings’ qualification as a foreign private issuer. These statements are forward-looking in nature and subject to risks and uncertainties that may cause actual results to differ materially. These uncertainties include, but are not limited to, the ability of the parties to consummate the proposed Merger, the satisfaction of closing conditions to consummate the Merger, and the ability of UTS Holdings to qualify and maintain its status as a foreign private issuer. All forward-looking statements included in this release are based upon information available to the Company as of the date of this release, which may change, and we assume no obligation to update any such forward-looking statement.

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EX-99.2

Exhibit 99.2

UTStarcom Announces Results of Its 2011 Annual General Meeting of Shareholders

Beijing, June 24, 2011 — UTStarcom, Inc. (“UTStarcom” or the “Company”) (NASDAQ: UTSI), a leading provider of interactive, IP-based network solutions in iDTV, IPTV, Internet TV and Broadband for cable and telecom operators, today announced the official results of its 2011 Annual General Meeting, held on June 24, 2011 at 4:00 p.m. local time in Beijing, China. The shareholders voted on five proposals and cast their votes as described below:

1.The shareholders elected Jack Lu, Baichuan Du and Xiaoping Li as Class II Directors to serve until the 2014 Annual General Meeting of Shareholders;

2.The shareholders ratified PricewaterhouseCoopers Zhong Tian CPAs Limited Company as the Company’s independent auditor for the fiscal year ending December 31, 2011;

3.The shareholders approved on an advisory basis, the 2010 executive compensation awarded to the Company’s named executive officers as disclosed in the proxy statement for the 2011 annual general meeting of stockholders;

4.The results of the voting for the frequency of future advisory votes to approve the compensation of the Company’s named executive officers were: 39,522,521 votes for every three years, 91,526 for every two years, 68,003,682 for every one year, 1,014,295 abstentions, and 18,987,138 non-votes; and

5.The shareholders adopted the Agreement and Plan of Merger and Reorganization, entered into as of April 25, 2011, by and among UTStarcom, UTStarcom Holdings Corp., a Cayman Islands exempted company and a wholly-owned subsidiary of UTStarcom (“UTS Holdings”), and UTSI Mergeco Inc., a Delaware corporation and a wholly owned subsidiary of UTStarcom Holdings Corp., pursuant to which UTSI Mergeco Inc. will merge with and into UTStarcom with UTStarcom surviving the merger as a wholly owned subsidiary of UTS Holdings (the “Merger”), and whereby each issued and outstanding share of the common stock of UTStarcom will be converted into the right to receive one UTS Holdings ordinary share, which shares will be issued by UTS Holdings as part of the Merger.

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About UTStarcom, Inc.

UTStarcom is a leading provider of interactive, IP-based network solutions in iDTV, IPTV, Internet TV and Broadband for cable and telecom operators. The Company sells its solutions to operators in both emerging and established telecommunications and cable markets around the world. UTStarcom enables its customers to rapidly deploy revenue-generating access services using their existing infrastructure, while providing a migration path to cost-efficient, end-to-end IP networks.

Founded in 1991, listed on NASDAQ in 2000, the Company has its operational headquarters in Beijing, China and research and development operations in China and India. For more information about UTStarcom, visit the Company’s Web site at http://www.utstar.com.

Forward-Looking Statements

This release includes forward-looking statements, including statements regarding the terms and completion of the Merger.  These statements are forward-looking in nature and subject to risks and uncertainties that may cause actual results to differ materially. These uncertainties include, but are not limited to, the ability of the parties to consummate the Merger and the satisfaction of closing conditions to consummate the Merger.  All forward-looking statements included in this release are based upon information available to the Company as of the date of this release, which may change, and we assume no obligation to update any such forward-looking statement.

For more information, please contact:

Jing Ou-Yang

UTStarcom, Inc.

Phone: +8610 8520 5153

jouyang@utstar.com

Brion Tingler

Kreab Gavin Anderson

Phone: +8610 6505 9816

btingler@kreabgavinanderson.com

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EX-99.3

Exhibit 99.3

UTStarcom, Inc. and UTStarcom Holdings Corp. Complete Reorganization Merger

Beijing, June 25, 2011 — UTStarcom, Inc. (“UTStarcom” or the “Company”) (NASDAQ: UTSI), a leading provider of interactive, IP-based network solutions in iDTV, IPTV, Internet TV and Broadband for cable and telecom operators, and UTStarcom Holdings Corp., a company incorporated under the laws of the Cayman Islands (“UTS Holdings”), announced today the merger (the “Merger”) to reorganize the Company as a Cayman Islands company has been completed.

Pursuant to the Merger, each outstanding common share of UTStarcom was exchanged for one share of UTS Holdings.  The shares of UTS Holdings are listed on the NASDAQ Global Select Market under the trading symbol “UTSI,” the same symbol under which the common shares of UTStarcom were listed.

About UTStarcom, Inc.

UTStarcom is a leading provider of interactive, IP-based network solutions in iDTV, IPTV, Internet TV and Broadband for cable and telecom operators. The Company sells its solutions to operators in both emerging and established telecommunications and cable markets around the world. UTStarcom enables its customers to rapidly deploy revenue-generating access services using their existing infrastructure, while providing a migration path to cost-efficient, end-to-end IP networks.

Founded in 1991, listed in NASDAQ in 2000, the Company has its operational headquarters in Beijing, China and research and development operations in China and India. For more information about UTStarcom, visit the Company’s Web site at http://www.utstar.com.

About UTStarcom Holdings Corp.

UTS Holdings is a newly formed exempted company incorporated under the laws of the Cayman Islands.  An “exempted” company under the laws of the Cayman Islands is one which receives such registration as a result of satisfying the Registrar of Companies in the Cayman Islands that it conducts its operations mainly outside of the Cayman Islands and is as a result exempted from complying with certain provisions of the Cayman Islands Companies Law.

For more information, please contact:

Jing Ou-Yang

UTStarcom, Inc.

Phone: +8610 8520 5153

jouyang@utstar.com

Brion Tingler

Kreab Gavin Anderson

Phone: +8610 6535 3567

btingler@kreabgavinanderson.com

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