UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DCSECURITIES 20549AND EXCHANGE COMMISSION

~~FORM~~Washington, DC ~~8-K~~20549

~~CURRENT REPORT Pursuant to Section~~FORM ~~13 or 15(d) of The Securities Exchange Act of 1934~~8-K

~~Date~~CURRENT ~~of Report (Date of earliest event reported)~~REPORT

~~February~~Pursuant to Section 7,13 ~~2005~~or 15(d) of

~~PROXIM~~The ~~CORPORATION~~Securities Exchange Act of 1934

~~(Exact~~Date ~~name~~ of ~~registrant~~ asReport ~~specified~~(Date inof ~~its~~earliest ~~charter~~event reported)

Delaware		000-30993		52-2198231
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

May 17, 2005

~~935~~PROXIM ~~Stewart Drive~~CORPORATION

~~Sunnyvale,~~(Exact name of ~~California~~registrant ~~94085~~as specified in its charter)

(Address of principal executive offices, including zip code)

Delaware		000-30993		52-2198231
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

~~(408)~~935 ~~731-2700~~Stewart Drive

~~(Registrant’s~~Sunnyvale, ~~telephone~~California ~~number, including area code)~~94085

(~~Former~~Address ~~name or~~of ~~former~~principal ~~address~~executive offices, ifincluding ~~changed~~zip ~~since last report~~code)

~~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~~408): 731-2700

~~o Written communications pursuant to Rule 425 under the Securities Act~~ (17Registrant’s telephone ~~CFR~~number, ~~230.425)~~including oarea ~~Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12~~code) 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~~(Former ~~1.01.~~name ~~ENTRY~~or former ~~INTO~~address, Aif ~~MATERIAL~~changed ~~DEFINITIVE~~since ~~AGREEMENT~~last report)

OnCheck ~~February 7, 2005, Proxim Corporation (~~the ~~“Company”) entered~~appropriate ~~into~~box abelow ~~Subscription~~if ~~Agreement with several purchasers (~~the ~~“Purchasers”~~Form 8-K ~~and~~filing ~~each~~is aintended ~~“Purchaser”),~~to ~~pursuant~~simultaneously tosatisfy the ~~terms~~filing obligation of ~~which~~ the ~~Purchasers~~ ~~purchased~~registrant ~~5,010,000~~under ~~shares~~any of the ~~Company’s~~following ~~Class~~provisions ~~A Common Stock~~ (~~“Common~~see ~~Stock”) at~~General aInstruction ~~purchase price per share of $1~~A.~~80, for aggregate proceeds of $9~~2.~~018~~ ~~million.~~below):

~~Pursuant~~o toWritten ~~the~~communications terms of the Subscription Agreement, the Company also issued to each Purchaser at closing warrants, exercisable for the purchase of 0.5 shares of Common Stock for each share of Common Stock purchased by such Purchaser pursuant to ~~the Subscription Agreement, at an exercise price equal to $2.35 per share.~~Rule 425 ~~The~~under ~~warrants~~the ~~will~~Securities ~~become~~Act ~~exercisable six~~ (6)17 ~~months~~CFR ~~from the issuance of the warrants and will remain exercisable for a period of five years~~230. In aggregate, a maximum of 2,505,000 shares of Common Stock can be issued upon exercise of the warrants. In the event of a major transaction, such as a merger or sale of the Company, the holders of the warrants are entitled to certain cash payment rights, depending on the timing of such transaction, and as more fully described in the warrants. East Peak Advisors, L.L.C. acted as exclusive financial advisor to the Company in connection with the sale of the shares of Common Stock and warrants.425)

~~The~~o ~~shares,~~Soliciting ~~warrants~~material ~~and~~pursuant ~~shares issuable upon exercise of the warrants are~~ to ~~be issued and sold under the Company’s previously filed shelf Registration Statement on Form S~~Rule 14a-~~3 (File No. 333-119975), which was~~12 ~~declared~~under ~~effective by~~ the ~~Securities and~~ Exchange ~~Commission~~Act ~~on November 8, 2004~~ (~~the~~17 ~~“Registration~~CFR ~~Statement”)~~240. The Company has also agreed to file a new registration statement for the shares underlying the warrants in the event the Registration Statement becomes unavailable for issuance of such shares. Copies of the financial advisor agreement, form of Subscription Agreement and form of warrant are attached to this report as Exhibits 10.1, 10.2 and 4.1, respectively, and this Current Report is being filed for the purpose of incorporating such exhibits by reference into this report and into the Registration Statement.14a-12)

~~Item~~o ~~8.01.~~Pre-commencement ~~OTHER~~communications ~~EVENTS~~pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Ono ~~February 7, 2005,~~Pre-commencement ~~the~~communications ~~Company issued a press release announcing the offering of the shares and warrants~~ pursuant to Rule 13e-4(c) under the ~~Subscription~~Exchange ~~Agreement. The~~Act ~~complete~~(17 ~~text~~CFR ~~of that press release is attached to this Current Report on Form 8-K as Exhibit 99~~240.1.13e-4(c))

~~Pursuant to~~Item ~~General Instruction B~~1.~~2 of Form 8-K, the press release attached as Exhibit 99~~01.1 isEntry ~~not~~into ~~“filed”~~a ~~for~~Material ~~purposes~~Definitive ~~of Section 18 of the Securities Exchange Act of 1934, but is instead furnished for purposes of that instruction.~~Agreement

~~Item~~On 9May 17, 2005, Proxim Corporation (“Proxim”) entered into a letter agreement (the “Letter Agreement”) with Symbol Technologies, Inc.01 (“Symbol”) providing for the limited waiver of certain provisions of the Settlement Agreement, dated as of September 13, 2004 between Proxim, Proxim Wireless Networks, Inc., ~~FINANCIAL~~a ~~STATEMENTS~~Delaware ~~AND~~corporation ~~EXHIBITS~~and wholly owned subsidiary of Proxim f/k/a Proxim, Inc., and Symbol (the “Settlement Agreement”).

Pursuant to the terms of the Letter Agreement, Symbol waived the consequences of Proxim’s failure to timely make the lump sum payment due to Symbol March 31, 2005 (cthe “March 2005 Payment”) ~~Exhibits~~ pursuant to the terms of the Settlement Agreement and extended until May 31, 2005 the date by which Proxim must make the March 2005 Payment.

Exhibit No.		Description
4.1		Form of Warrant
5.1		Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
10.1		Financial Advisor Agreement
10.2		Form of Subscription Agreement, dated February 7, 2005 between the Company and the Purchasers
23.1		Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation, included in Exhibit 5.1
99.1		Press Release, dated February 7, 2005, entitled “Proxim Corporation Announces Pricing of Offering of $9 Million in Common Stock and Warrants”

Also pursuant to the terms of the Settlement Agreement, Proxim acknowledged that the royalty rate payable to Symbol on Proxim’s sales of products of licensed products properly increased from two percent (2%) to five percent (5%), effective May 16, 2005 and pursuant to the terms of the Patent Cross License Agreement, dated as of September 13, 2004, between Proxim and Symbol, as a result of Proxim’s failure to make the March 2005 Payment as of such date.

2Item 9.01. Financial Statements and Exhibits

~~SIGNATURES~~(c) Exhibits.

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.

Exhibit No.		Description

10.69		Settlement Agreement, dated September 13, 2004, between Proxim Corporation and Symbol Technologies, Inc. (filed as an exhibit to Proxim’s Current Report on Form 8-K filed September 16, 2004).

~~Proxim Corporation By: /s/ Michael D. Angel Michael D. Angel Executive Vice President and Chief Financial Officer~~2

Date: February 7, 2005SIGNATURES

3Pursuant 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.

EXHIBIT INDEX

		PROXIM CORPORATION

	By:	/s/ Michael D. Angel
		Michael D. Angel
		Executive Vice President and Chief Financial Officer

Date: May 23, 2005

Exhibit No.		Description
4.1		Form of Warrant
5.1		Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
10.1		Financial Advisor Agreement
10.2		Form of Subscription Agreement, dated February 7, 2005 between the Company and the Purchasers
23.1		Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation, included in Exhibit 5.1
99.1		Press Release, dated February 7, 2005, entitled “Proxim Corporation Announces Pricing of Offering of $9 Million in Common Stock and Warrants”

4EXHIBIT INDEX

Exhibit No.		Description

10.69		Settlement Agreement, dated September 13, 2004, between Proxim Corporation and Symbol Technologies, Inc. (filed as an exhibit to Proxim’s Current Report on Form 8-K filed September 16, 2004).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DCSECURITIES 20549AND EXCHANGE COMMISSION

Date: February 7, 2005SIGNATURES

EXHIBIT INDEX

PROXIM CORPORATION

4EXHIBIT INDEX

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