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 ~~August 27~~23, ~~2009~~ 2010

WORLDSPACE, INC.

(Exact name of ~~Registrant~~registrant as specified in its charter)

STATE OF DELAWARE		000-51466		52-1732881
(State or other jurisdiction of incorporation)		Commission File Number		(I.R.S. Employer Identification Number)

Delaware (State or other jurisdiction of incorporation)	000-51466 (Commission File Number)	52-1732881 (IRS Employer Identification No.)

8515 Georgia Avenue, Silver Spring, MD		20910
8515 Georgia Avenue, Silver Spring, MD (Address of principal executive offices)	20910 (Zip Code)
(Address of principal executive offices)		(Zip code)
(301) 960-1200 (Registrant’s telephone number, including area code)
N.A. (Former name or former address, if changed since last report)

(301) 960-1200

(Registrant’s telephone number, including area code)

N.A.

(Former name or former address, if changes 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~~Item 1.~~02.~~01 ~~Termination~~Entry ofinto a Material Definitive Agreement.

~~On August 27,~~The ~~2009,~~information ~~WorldSpace,~~provided ~~Inc.~~in ~~(the~~Item ~~“Company”)~~2.01 ~~announced that the asset purchase agreement providing for the sale~~ of ~~substantially~~this ~~all~~Current ofReport ~~its~~on ~~assets~~Form to8-K ~~Yenura~~is ~~Pte.~~incorporated ~~Ltd. (“Yenura”) had been terminated~~ by ~~the~~reference ~~Company’s debtor~~into inthis ~~possession~~Item ~~lenders (“DIP Lenders”)~~1. 01.

~~ITEM~~Item 82.01. ~~Other~~Completion ~~Events~~of Acquisition or Disposition of Assets.

~~The~~Effective ~~Company~~June ~~issued~~23, a2010, ~~press~~WorldSpace, ~~release announcing~~Inc. ~~that~~(the “Company”) and certain of its affiliates (together, the “Sellers”) completed the sale of substantially all the assets related to Sellers’ business pursuant to the terms of an asset purchase agreement, ~~with~~dated ~~Yenura~~May ~~has~~9, ~~been~~2010, ~~terminated~~as amended by the amendment dated June 23, 2010 (as so amended, the “Asset Purchase Agreement”) between Yazmi USA LLC (“Yazmi”) and the Sellers. Prior Ato ~~copy~~the ofsale, the ~~press~~Sellers ~~release~~provided issatellite-based ~~attached~~radio ~~hereto~~and asdata ~~Exhibit~~broadcasting 99services to paying subscribers in ten countries throughout Europe, India, the Middle East and Africa.1 The Sellers operated two geostationary satellites, AfriStar and AsiaStar, which are currently in orbit over Africa and Asia. Yazmi is a Maryland limited liability company that is owned and controlled by Noah Samara, founder, former chairman, president and CEO of the Company.

~~ITEM~~After 9negotiating a sale with numerous interested parties, the Sellers agreed to a sale to Yazmi for a purchase price that consisted of $5,500,000 cash, plus the funding of certain operating expenses.01 The Sellers retain certain operational and control rights over the assets pending regulatory approvals. In ~~Financial~~exchange, ~~Statements~~Yazmi received substantially all of the Sellers’ assets including certain contracts, sales orders, and ~~Exhibits~~rights to the Sellers’ owned intellectual property (as defined and described in greater detail in the Asset Purchase Agreement). Yazmi also received rights to certain of the Sellers’ owned equipment (including the AfriStar and AsiaStar satellites), deposits, pre-paid expenses and prepayments relating to the acquired assets, the accounts and notes receivable, books and files, equity interest in acquired subsidiaries, and various other assets (as defined and described in greater detail in the Asset Purchase Agreement). In addition, Yazmi assumed certain liabilities of the Sellers’ business.

As the Sellers had filed for Bankruptcy prior to the sale, the sale required the approval of the U.S. Bankruptcy Court for the District of Delaware (athe “Bankruptcy Court”). On ~~Not~~June ~~Applicable~~2, 2010, the Bankruptcy Court approved the sale. Additionally, in conjunction with the sale, a settlement agreement was reached between the Sellers, Yazmi, the Official Committee of Unsecured Creditors, Liberty Satellite Radio, Inc., Liberty Satellite Radio Holdings, LLC and various other parties. The Bankruptcy Court approved the settlement agreement on June 10, 2010.

~~(b)~~A ~~Not~~copy ~~Applicable~~of the Asset Purchase Agreement is attached as Exhibit 2.1 and Exhibit 2.2 and incorporated herein by reference. The above description of the Asset Purchase Agreement is a summary and is qualified in its entirety by the complete text of the Asset Purchase Agreement.

~~(c)~~A ~~Not~~copy ~~Applicable~~of our June 24, 2010 press release announcing the closing, subject to continuing some operations under contract with Yazmi for a transition period, of the Asset Purchase Agreement is attached hereto as Exhibit 99.1.

~~(d)~~Item ~~The~~9.01 ~~following~~Financial ~~exhibit~~Statements isand ~~filed as part of this report:~~Exhibits.

Exhibit No.		Description
99.1		Press Release of WorldSpace, Inc., dated August 27, 2009.

(d) Exhibits

Exhibit No.

Description

2.1

Asset Purchase Agreement, dated May 9, 2010

2.2

Amendment to Asset Purchase Agreement, dated June 23, 2010

99.1

Press Release of WorldSpace, Inc., dated June 24, 2010

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June ~~August 27~~29, ~~2009~~ 2010

WORLDSPACE, INC. ~~(Registrant)~~ By: /s/ Donald J. Frickel Name: Donald J. Frickel Title: Executive Vice President, General Counsel and Secretary

EXHIBITS

Exhibit No.	Description	~~Description~~
99.1		Press Release for WorldSpace, Inc., dated August 27, 2009
2.1	Asset Purchase Agreement, dated May 9, 2010
2.2	Amendment to Asset Purchase Agreement, dated June 23, 2010
99.1	Press Release of WorldSpace, Inc., dated June 24, 2010

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