SECURITIES AND EXCHANGE COMMISSION ~~WASHINGTON, D.C. 20549~~

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): ~~August~~ September 1426, 2002

NEXT LEVEL COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)


Delaware	0-27877	99-3342408

(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

6085 State Farm Drive, Rohnert Park, California 94928

(Address of principal executive offices) (Zip Code)

(787) 584-6820

(Registrants’ telephone number, including area code)

N/A

(former name or former address, if changed since last report)

TABLE OF CONTENTS

ITEM 9. REGULATION FD DISCLOSURE SIGNATURES


	ITEM 5. Other Events.
	ITEM 7. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2
EXHIBIT 99.3
EXHIBIT 99.4
EXHIBIT 99.5

ITEM 95. ~~REGULATION~~Other ~~FD DISCLOSURE~~Events.

On ~~August~~September 1426, 2002, Next Level Communications, Inc. (the ~~Registrant~~“Company”) ~~filed~~and Motorola, ~~its~~Inc. ~~Quarterly~~(“Motorola”) ~~Report~~entered oninto ~~Form~~a Securities Purchase Agreement whereby Motorola purchased 236,559 shares of the Series 10A-Q1 Redeemable Convertible Preferred Stock of the Company (“Series A-1 Preferred”) at a per share purchase price of $93.00, for a total purchase price of approximately $22 million. The total purchase price consisted of (i) the ~~quarterly~~cancellation ~~period~~of ~~ended~~$12 million ~~June~~under the Credit Agreement (Multi-Draw Term Loan Facility), dated as of May 3016, ~~2002~~2001 (between the ~~“Form~~Company and Motorola, as amended, and (ii) cash in the amount of $10 million. Each share of Series A-~~Q”)~~1 ~~with~~Preferred is initially convertible into 100 shares of the Company’s common stock; is entitled to ~~Securities~~cumulative ~~and~~dividends ~~Exchange~~at ~~Commission~~an annual rate of 7.5%, ~~Pursuant~~payable in cash or additional shares of Series A-1 Preferred; and is entitled to 18a Uliquidation preference of $232.S50 per share in the event of insolvency or dissolution of the Company, in the event of certain change in control, merger or consolidation events and in the event of sales or transfers of a material portion of the Company’s assets outside the ordinary course of business.C Motorola has waived its right to receive the liquidation preference in the event of a change of control or sale of a material portion of the Company’s assets if such event occurs prior to April 1, 2003. §Holders ~~1350~~of a majority of the Series A-1 Preferred may require the Company to redeem the Series A-1 Preferred on or after June 25, as2007 ~~created~~at a byper ~~Section~~share redemption price of $111.60. Holders of Series ~~906~~A-1 Preferred may vote their shares together with holders of Common Stock on an as-converted to common stock basis, and certain material actions require the ~~Sarbanes~~consent of holders of a majority of the Series A-~~Oxley~~1 ~~Act~~Preferred. In connection with the issuance of ~~2002~~the Series A-1 Preferred, the ~~following~~Company ~~certifications~~granted Motorola a warrant to purchase ~~are~~5,913,978 ~~being~~shares ~~made~~of the Company’s common stock which is currently exercisable with an exercise price of $0.93 per share and a warrant to ~~accompany~~purchase 220,000 shares of the ~~Form~~Company’s common stock which is exercisable after September ~~10-Q:~~26, 2007 with an exercise price of $2.00 per share. The warrants expire on September 25, 2007 and September 25, 2012, respectively.

Certification of Chief Executive Officer

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Next Level Communications, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:

(i) the Quarterly Report on Form 10-Q of the Company for the quarterly period ended June 30, 2002 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 14, 2002 /s/ J. Michael Norris J. Michael Norris Chief Executive Officer and President

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Certification of Chief Financial Officer

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 14, 2002 /s/ James F. Ide James F. Ide Chief Financial Officer

~~The~~ITEM ~~foregoing certification is being furnished solely to accompany the Report pursuant to 18 U~~7.~~S.C.~~ §Financial ~~1350,~~Statements and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filingExhibits.


99.1		Securities Purchase Agreement, dated as of September 26, 2002, between Next Level Communications, Inc. and Motorola, Inc.

99.2		Amendment No. 1, dated as of September 26, 2002 to Registration Rights Agreement, dated as of June 25, 2002, between Next Level Communications, Inc. and Motorola, Inc.

99.3		Form of Warrant A-1 003.

99.4		Form of Warrant A-1 004.

99.5		Certificate of Increase of Shares Designated as Series A-1 Convertible Preferred Stock, dated as of September 26, 2002.

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.

Date: August 14, 2002	NEXT LEVEL COMMUNICATIONS, INC. (registrant)
	By:	/s/ Keith A. Zar
	Name: Keith A. Zar Its: Senior Vice President, General Counsel, Chief Administrative Officer and Secretary

Dated: October 1, 2002

NEXT LEVEL COMMUNICATIONS, INC.


		By:		/s/ Keith A. Zar

				Keith A. Zar Senior Vice President, General Counsel, Chief Administrative Officer and Secretary

EXHIBIT INDEX

Exhibits

The following exhibits are filed as part of this Report:


99.1		Securities Purchase Agreement, dated as of September 26, 2002, between Next Level Communications, Inc. and Motorola, Inc.

99.2		Amendment No. 1, dated as of September 26, 2002, to Registration Rights Agreement, dated as of June 25, 2002, between Next Level Communications, Inc. and Motorola, Inc.

99.3		Form of Warrant A-1 003.

99.4		Form of Warrant A-1 004.

99.5		Certificate of Increase of Shares Designated as Series A-1 Convertible Preferred Stock, dated as of September 26, 2002.

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