UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)

~~May~~June 171, 2005

PROXIM CORPORATION

(Exact name of registrant as specified in its charter)

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

935 Stewart Drive

Sunnyvale, California 94085

(Address of principal executive offices, including zip code)

(408) 731-2700

(Registrant’s telephone number, including area code)

(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 1.0102. ~~Entry~~Termination ~~into~~of a Material Definitive Agreement

OnTermination ~~May 17, 2005, Proxim Corporation (“Proxim”) entered into a letter agreement (the “Letter Agreement”) with Symbol Technologies, Inc. (“Symbol”) providing for the limited waiver~~ of ~~certain provisions of~~ the ~~Settlement Agreement,~~Employee ~~dated~~Stock asPurchase ~~of September 13, 2004 between Proxim, Proxim Wireless Networks, Inc., a Delaware corporation and wholly owned subsidiary of Proxim f/k/a Proxim, Inc., and Symbol (the “Settlement Agreement”).~~Plan

~~Pursuant~~On toJune 1, 2005, the ~~terms~~Compensation Committee (“Committee”) of the ~~Letter Agreement,~~Board ~~Symbol~~of ~~waived~~Directors of Proxim Corporation (the ~~consequences~~“Company”) authorized the termination of the Proxim’s ~~failure~~Corporation toEmployee ~~timely~~Stock ~~make~~Purchase Plan (the ~~lump~~“ESPP”). ~~sum~~The ~~payment~~ESPP ~~due~~allowed toeligible ~~Symbol~~employees ~~March 31,~~of ~~2005~~the (Company to purchase shares of the ~~“March 2005~~Company’s common stock through payroll deductions. The ~~Payment”)~~ESPP ~~pursuant~~was designed to qualify under Section 423 of the ~~terms~~Internal Revenue Code. The Committee approved the cancellation of the ~~Settlement~~ESPP ~~Agreement~~because it does not consider it advisable and ~~extended~~in ~~until~~the ~~May 31~~best interests of the stockholders, ~~2005~~ given the Company’s ~~date~~challenging byfinancial ~~which~~circumstances, ~~Proxim~~to ~~must~~maintain ~~make~~and fund the ~~March 2005~~ESPP while ~~Payment~~the Company seeks to address and evaluate its alternatives.

~~Also~~Item ~~pursuant~~3.01. toNotice ~~the terms~~ of ~~the~~Delisting ~~Settlement Agreement,~~or ~~Proxim~~Failure ~~acknowledged that the royalty rate payable~~ to ~~Symbol~~Satisfy 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~~Continued ofListing ~~Proxim’s~~Rule ~~failure~~or toStandard; ~~make~~Transfer ~~the March 2005 Payment as~~ of ~~such date~~Listing.

~~Item~~Deficiency ~~9.01.~~Notice ~~Financial~~from ~~Statements~~Nasdaq ~~and Exhibits~~Stock Market, Inc.

On June 3, 2005, the Company received a letter from The Nasdaq Stock Market, Inc. (c“Nasdaq”) ~~Exhibits~~ notifying the Company that for the 30 consecutive trading days preceding the date of the letter, the bid price of the Company’s common stock had closed below the $1.00 per share minimum required for continued inclusion on the Nasdaq National Market pursuant to Nasdaq Marketplace Rule 4450(a)(5). The letter further notified the Company that, in accordance with Nasdaq Marketplace Rule 4450(e)(2), the Company will be provided 180 calendar days, or until November 30, 2005, to regain compliance with the minimum bid price requirement. Compliance will be achieved if the bid price per share of the Company’s common stock closes at $1.00 per share or greater for a minimum of ten (10) consecutive trading days prior to November 30, 2005.

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).

If compliance with Nasdaq’s Marketplace Rules is not achieved by November 30, 2005 and if the Company is not eligible for an additional compliance period, Nasdaq will provide notice that the Company’s common stock will be delisted from the Nasdaq National Market. In the event of such notification, the Company would have an opportunity to appeal Nasdaq’s determination or to apply to transfer its common stock to the Nasdaq SmallCap Market.

2De-listing likely would make the Company’s common stock more difficult to trade, reduce its trading volume, and likely would further depress its market price.

~~SIGNATURES~~Forward-Looking Statements

~~Pursuant~~Certain statements in this Current Report on Form 8-K constitute forward-looking statements that involve a number of known and unknown risks, uncertainties and other factors that may cause such forward-looking statements not to be realized. These forward-looking statements, include, but are not limited to, statements related to the ~~requirements~~Company’s financial situation, available alternatives and courses of action and the ~~Securities~~Company’s ~~Exchange~~continued ~~Act~~listed on the Nasdaq National Market. A number of ~~1934~~factors could cause actual events to differ materially from the forward-looking statements, including changes to the ~~registrant~~listing ~~has~~standards, ~~duly~~policies ~~caused~~and ~~this~~procedures ~~report~~of tothe beNasdaq ~~signed~~National onMarket ~~its~~and ~~behalf~~changes byto or developments in the ~~undersigned~~Company’s ~~hereunto~~financial situation. The Company expressly disclaims any ~~duly~~obligation ~~authorized~~to release publicly any updates or revisions to any forward-looking statements to reflect any changes in expectations, or any change in events or circumstances on which those statements are based, unless otherwise required by law.

		PROXIM CORPORATION
	By:	/s/ Michael D. Angel
		Michael D. Angel
		Executive Vice President and Chief Financial Officer
Date: May 23, 2005

3SIGNATURES

~~EXHIBIT~~Pursuant to ~~INDEX~~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

4Date: June 7, 2005

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