content: <!-- CoverPageHeader start -->
  <!DOCTYPE html PUBLIC "-//W3C//DTD HTML 3.2//EN">
  <HTML>
  <HEAD>
  <TITLE> LCC International, Inc. (Form: 8-K) </TITLE>
  </HEAD>
  <BODY TEXT="#000000" BGCOLOR="#FFFFFF" ALINK="#0000FF" HLINK="#FF0000" VLINK="#800080">
  <A NAME="DOCUMENT_TOP">&nbsp;</A>
  <P>
  <!-- CoverPageHeader end --><!-- CoverPageTitle START -->
  <A NAME="DOCUMENT_TOP">&nbsp;</A>
  <HR NOSHADE>
  <P>
  <P ALIGN="CENTER">
  <FONT SIZE="4">
  		UNITED STATES<BR>
  	SECURITIES AND EXCHANGE COMMISSION
  </FONT>
  <BR>
  <FONT SIZE="2">
  	WASHINGTON, D.C. 20549
  </FONT>
  <P ALIGN="CENTER">
  <FONT SIZE="5">
  	FORM 8-K
  </FONT>
  <FONT SIZE="2">
  
  </FONT>
  </P>
  <P ALIGN="CENTER">
  <FONT SIZE="3">
  	CURRENT REPORT
  </FONT>
  </P>
  <P ALIGN="CENTER">
  <FONT SIZE="2">
  	Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934
  </FONT>
  </P>
  <CENTER>
  <TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
  <TR VALIGN="BOTTOM">
  <TD WIDTH="51%">
  	&nbsp;
  </TD>
  <TD WIDTH="5%">
  	&nbsp;
  </TD>
  <TD WIDTH="44%">
  	&nbsp;
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	Date of Report (Date of Earliest Event Reported):
  </FONT>
  </TD>
  <TD>
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	June 2, 2006
  </FONT>
  </TD>
  </TR>
  </TABLE>
  <BR>
  </CENTER>
  <!-- CoverPageTitle END --><!-- CoverPageRegistrant START -->
  <P ALIGN="CENTER"><!-- -->
  <FONT SIZE="6">
  	LCC International, Inc.
  </FONT>
  <FONT SIZE="2">
  <BR>__________________________________________<BR>
  	(Exact name of registrant as specified in its charter)
  </FONT>
  <CENTER>
  <TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
  <TR VALIGN="BOTTOM">
  <TD WIDTH="33%">
  	&nbsp;
  </TD>
  <TD WIDTH="34%">
  	&nbsp;
  </TD>
  <TD WIDTH="33%">
  	&nbsp;
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	Delaware
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	0-21213
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	54-1807038
  </FONT>
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  _____________________<BR>
  	(State or other jurisdiction
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  _____________<BR>
  	(Commission
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  ______________<BR>
  	(I.R.S. Employer
  </FONT>
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	of incorporation)
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	File Number)
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	Identification No.)
  </FONT>
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	7925 Jones Branch Drive, McLean, Virginia
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	22102
  </FONT>
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  _________________________________<BR>
  	(Address of principal executive offices)
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  ___________<BR>
  	(Zip Code)
  </FONT>
  </TD>
  </TR>
  </TABLE>
  </CENTER>
  <CENTER>
  <TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
  
  <TR VALIGN="BOTTOM">
  <TD WIDTH="51%">
  	&nbsp;
  </TD>
  <TD WIDTH="5%">
  	&nbsp;
  </TD>
  <TD WIDTH="44%">
  	&nbsp;
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	Registrant&#146;s telephone number, including area code:
  </FONT>
  </TD>
  <TD>
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	703-873-2000
  </FONT>
  </TD>
  </TR>
  </TABLE>
  </CENTER>
  <P ALIGN="CENTER">
  <FONT SIZE="2">
  	Not Applicable
  <BR>______________________________________________<BR>
  	Former name or former address, if changed since last report
  </FONT>
  <P ALIGN="CENTER">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  <!-- CoverPageRegistrant END --><P><FONT SIZE="2">
  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:</FONT>
  </P>
  <P><FONT SIZE="2">
  [&nbsp;&nbsp;]&nbsp;&nbsp;Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
  [&nbsp;&nbsp;]&nbsp;&nbsp;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
  [&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<br>
  [&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<br>
  </P></FONT><!-- PageBreak START -->
  <P>
  <HR NOSHADE>
  <DIV ALIGN="LEFT" STYLE="PAGE-BREAK-BEFORE:ALWAYS">
  <A HREF="#DOCUMENT_TOP">
  <U>
  <B>
  <FONT SIZE="2">Top of the Form</FONT>
  </B>
  </U>
  </A>
  </DIV>
  <!-- PageBreak END --><!-- Item START -->
  <P ALIGN="LEFT">
  <FONT SIZE="2">
  <B>
  	Item 1.01 Entry into a Material Definitive Agreement.
  </B>
  </FONT>
  </P>
  <P ALIGN="LEFT">
  <FONT SIZE="2">
  LCC International, Inc. and LCC Wireless Design Services, LLC, a wholly owned subsidiary of LCC International, Inc. (collectively "LCC"), and Nokia Inc. ("Nokia") entered into an Asset Purchase Agreement on June 2, 2006 (the "Purchase Agreement") pursuant to which Nokia will acquire certain assets and assume certain liabilities, contracts, and personnel associated with the network deployment business of LCC (the "Network Deployment Business") as of the closing date.<br><br>Under the Purchase Agreement, LCC will retain all pre-closing billed accounts receivable and all pre-closing accounts payable related to the Network Deployment Business.  Certain fixed assets used in the Network Deployment Business will be transferred to Nokia in exchange for a cash payment at closing equal to the value of such assets.  All unbilled accounts receivables related to the Network Deployment Business as of the closing date will be transferred to Nokia.  Nokia will pay to LCC all amounts collected against the unbilled accounts receivables, for a period of 12 months following closing, as they are billed and collected.  Nokia will pay LCC, in cash at closing, an amount equal to 10% of the unbilled accounts receivable being transferred at closing.<br><br>In addition, pursuant to a Loan and Security Agreement to be entered into by LCC and Nokia at the closing of the Purchase Agreement (the "Loan Agreement") Nokia will advance to LCC upon request by LCC from time to time during the first 150 days following the closing under the Purchase Agreement an aggregate amount of up to the lesser of 60% of the unbilled accounts receivables transferred at closing as calculated in the Purchase Agreement and $4.2 million.  Advances to LCC will be repaid as Nokia collects, and remits to LCC, the unbilled accounts receivables transferred at closing.  All amounts advanced shall be due in full 180 days following the closing date. The loan will be secured by a first-priority perfected security interest in (i) the unbilled accounts receivables transferred at closing, and (ii) LCC&#x2019;s contract rights under the purchase agreement to receive payment from Nokia for the transferred unbilled accounts receivable as they are collected.<br><br>LCC will remain liable after the closing of the Purchase Agreement for matters related to LCC&#x2019;s conduct of the Network Deployment Business before closing, and Nokia will be liable for all matters related to Nokia&#x2019;s conduct of the Network Deployment Business after closing.<br><br>Pursuant to the Purchase Agreement, LCC entered to a non-competition agreement with Nokia whereby LCC agreed that for a period of 18 months following the closing, LCC will not engage in the business of providing network site deployment services in the United States.  "Network site deployment services" is defined as the performance of any network site deployment service of the network deployment business, including site acquisition, site permitting and site construction, for clients in the United States where the provision of such services would, individually or in the aggregate, be competitive with network site deployment services currently provided by the network deployment business being transferred.  These restrictions do not prohibit LCC from engaging in such services provided the aggregate revenues received from these activities does not exceed 22.5% of LCC&#x2019;s consolidated revenues.<br><br>The foregoing non-competition restrictions terminate upon the occurrence of any of the   following events: (i) any sale of all or substantially all of LCC&#x2019;s business or assets either in the aggregate or in relation to the LCC&#x2019;s business in the United States; or (ii) any transaction or series of transactions by which any person or persons or entity or entities acquire or obtain more than 50% of LCC&#x2019;s capital stock or the right to vote more than 50% of LCC&#x2019;s capital stock; except the non-competition provision will not terminate if the acquiring or obtaining party in a transaction is a person or entity that holds 10% or more (on an as-converted basis) of the outstanding shares of LCC as of the date the purchase agreement was executed.  <br><br>LCC also agreed that it will not for a period of one year directly or indirectly (i) hire or attempt to hire any LCC employee transferred to Nokia, or (ii) otherwise encourage any transferred employee to leave the employ of Nokia.  In addition, neither party will directly or indirectly, or by assisting others, solicit or attempt to solicit any employee of the other party excluding an allowance for general advertisements for employment.<br><br>The closing of the transactions contemplated by the purchase agreement will occur on a date designated by Nokia within five business days following satisfaction or waiver of all conditions precedent provided in the Purchase Agreement (which include obtaining certain third party consents), but in no event later than July 15, 2006.  LCC expects closing to occur on or about June 30, 2006, followed by a preliminary post-closing reconciliation to be completed within 15 days after closing and a final post-closing reconciliation process to be completed within 90 days after closing.  <br><br>The Purchase Agreement may be terminated prior to closing (i) by mutual written consent of the parties, (ii) by LCC if Nokia fails to perform its obligations under or breaches a material term of the purchase agreement after notice from LCC and a 10 day cure period, (iii) by Nokia if LCC fails to perform its obligations under or breaches a material term of the purchase agreement after notice from Nokia and a ten day cure period, or (iv) by either party if the closing has not occurred by July 15, 2006.<br><br>As part of the transaction, pursuant to a Transition Services Agreement entered into on June 2, 2006, LCC will provide Nokia with transitional services for a period of up to 12 months unless earlier terminated by the parties.  Such services include as database administration, vendor and customer invoice processing, purchase order issuance, monthly financial reporting, system support, and the general support and training of Nokia personnel.   For such transitional services, Nokia will pay LCC a monthly fee which escalates after the first six months and escalates further after nine months. The Transition Services Agreement terminates if the transactions contemplated by the purchase agreement do not close.<br><br>Pursuant to a license agreement to be entered into at the closing, LCC will grant Nokia a non-exclusive, royalty free, worldwide license to its WINDS software for use in the Network Deployment Business for a period of one year or until earlier termination by Nokia.<br><br>The foregoing descriptions of the Purchase Agreement and the Loan Agreement do not purport to be complete and are qualified in their entirety by the terms and conditions thereof, copies of which are filed as Exhibits 10.1 and 10.2 to this Form 8-K, respectively, and are incorporated in this Item 1.01 by reference.<br><br>A copy of the Company&#x2019;s press release dated June 5, 2006 is filed as Exhibit 99.1 to this Form 8-K and is incorporated in this Item 1.01 by reference.
  </FONT>
  </P>
  <!-- Item END -->
  <BR><BR><BR><BR><!-- Item START -->
  <P ALIGN="LEFT">
  <FONT SIZE="2">
  <B>
  	Item 9.01 Financial Statements and Exhibits.
  </B>
  </FONT>
  </P>
  <P ALIGN="LEFT">
  <FONT SIZE="2">
  (a) Exhibit 10.1	Asset Purchase Agreement dated June 2, 2006<br>(b) Exhibit 10.2	Form of Loan and Security Agreement<br>(c) Exhibit 99.1	Press Release, dated June 5, 2006<br>
  </FONT>
  </P>
  <!-- Item END -->
  <BR><BR><BR><BR><P ALIGN="LEFT" STYLE="FONT-SIZE: 10PT"></P><!-- PageBreak START -->
  <P>
  <HR NOSHADE>
  <DIV ALIGN="LEFT" STYLE="PAGE-BREAK-BEFORE:ALWAYS">
  <A HREF="#DOCUMENT_TOP">
  <U>
  <B>
  <FONT SIZE="2">Top of the Form</FONT>
  </B>
  </U>
  </A>
  </DIV>
  <!-- PageBreak END --><!-- SignatureHeader START -->
  <P ALIGN="CENTER">
  <FONT SIZE="2">
  <B>
  	SIGNATURES
  </B>
  </FONT>
  </P>
  <P ALIGN="LEFT">
  <FONT SIZE="2">
  	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.
  </FONT>
  </P>
  <!-- SignatureHeader END --><!-- Signature START -->
  <CENTER>
  <TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
  <TR VALIGN="BOTTOM">
  <TD WIDTH="19%">
  	&nbsp;
  </TD>
  <TD WIDTH="34%">
  	&nbsp;
  </TD>
  <TD WIDTH="3%">
  	&nbsp;
  </TD>
  <TD WIDTH="1%">
  	&nbsp;
  </TD>
  <TD WIDTH="43%">
  	&nbsp;
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD>
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD COLSPAN="3" VALIGN="TOP" ALIGN="LEFT">
  <FONT SIZE="2">
  	LCC International, Inc.
  </FONT>
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;&nbsp;
  </FONT>
  </TD>
  <TD>
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="LEFT" VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD>
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="LEFT" VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD VALIGN="TOP">
  <FONT SIZE="2">
  <I>
  	June 5, 2006
  </I>
  </FONT>
  </TD>
  <TD>
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="LEFT" VALIGN="TOP">
  <FONT SIZE="2">
  <I>
  	By:
  </I>
  </FONT>
  </TD>
  <TD>
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="LEFT" VALIGN="TOP">
  <FONT SIZE="2">
  <I>
  	Dean J. Douglas
  </I>
  <BR>
  </FONT>
  </TD>
  </TR>
  <TR>
  <TD VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD>
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="LEFT" VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD>
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="LEFT" VALIGN="TOP">
  <HR SIZE="1" NOSHADE>
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD>
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="LEFT" VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD>
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="LEFT" VALIGN="TOP">
  <FONT SIZE="2">
  <I>
  	Name: Dean J. Douglas
  </I>
  </FONT>
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD>
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="LEFT" VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD>
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="LEFT" VALIGN="TOP">
  <FONT SIZE="2">
  <I>
  	Title: President & Chief Executive Officer
  </I>
  </FONT>
  </TD>
  </TR>
  </TABLE>
  </CENTER>
  <!-- Signature END --><!-- PageBreak START -->
  <P>
  <HR NOSHADE>
  <DIV ALIGN="LEFT" STYLE="PAGE-BREAK-BEFORE:ALWAYS">
  <A HREF="#DOCUMENT_TOP">
  <U>
  <B>
  <FONT SIZE="2">Top of the Form</FONT>
  </B>
  </U>
  </A>
  </DIV>
  <!-- PageBreak END --><P ALIGN="CENTER">
  <FONT SIZE="2">
  	Exhibit&nbsp;Index
  </FONT>
  <CENTER>
  <TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="60%">
  <TR VALIGN="BOTTOM">
  <TD WIDTH="8%">
  	&nbsp;
  </TD>
  <TD WIDTH="15%">
  	&nbsp;
  </TD>
  <TD WIDTH="77%">
  	&nbsp;
  </TD>
  </TR>
  
  <BR>
  <TR VALIGN="BOTTOM">
  <TD NOWRAP ALIGN="LEFT">
  <FONT SIZE="1">
  <B>
  	Exhibit No.
  </B>
  </FONT>
  </TD>
  <TD>
  <FONT SIZE="1">
  	&nbsp;
  </FONT>
  </TD>
  <TD NOWRAP ALIGN="LEFT">
  <FONT SIZE="1">
  <B>
  	Description
  </B>
  </FONT>
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD NOWRAP ALIGN="CENTER">
  <HR SIZE="1" NOSHADE>
  </TD>
  <TD>
  <FONT SIZE="1">
  	&nbsp;
  </FONT>
  </TD>
  <TD NOWRAP ALIGN="CENTER">
  <HR ALIGN="LEFT" SIZE="1" WIDTH="88%" NOSHADE>
  </TD>
  </TR>
  
  
  
  
  
  <TR VALIGN="BOTTOM">
  <TD VALIGN="TOP" WIDTH="8%" nowrap>
  <FONT SIZE="2">
  <DIV ALIGN="LEFT">
  	10.1
  </DIV>
  </FONT>
  </TD>
  <TD WIDTH="15%">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
  <FONT SIZE="2">
  Asset Purchase Agreement dated June 2, 2006
  </FONT>
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD VALIGN="TOP" WIDTH="8%" nowrap>
  <FONT SIZE="2">
  <DIV ALIGN="LEFT">
  	10.2
  </DIV>
  </FONT>
  </TD>
  <TD WIDTH="15%">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
  <FONT SIZE="2">
  Form of Loan and Security Agreement
  </FONT>
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD VALIGN="TOP" WIDTH="8%" nowrap>
  <FONT SIZE="2">
  <DIV ALIGN="LEFT">
  	99.1
  </DIV>
  </FONT>
  </TD>
  <TD WIDTH="15%">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
  <FONT SIZE="2">
  Press Release dated June 5, 2006, issued by LCC International, Inc.
  </FONT>
  </TD>
  </TR></TABLE></CENTER><!-- HTMLFooter START -->
  </BODY>
  </HTML>
  <!-- HTMLFooter END -->
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "htm_12929.htm", "description": "LIVE FILING", "secsgml_size_bytes": 17669}]
metadata_filer: {"company-data": {"conformed-name": "LCC INTERNATIONAL INC", "cik": "0001016229", "assigned-sic": "4812", "irs-number": "541807038", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-21213", "film-number": "06884878"}, "business-address": {"street1": "7925 JONES BRANCH DR", "street2": "STE 800", "city": "MCLEAN", "state": "VA", "zip": "22102", "phone": "7038732000"}, "mail-address": {"street1": "7925 JONES BRANCH DR", "street2": "SUITE 800", "city": "MCLEAN", "state": "VA", "zip": "22102"}}
text: LCC International, Inc. (Form: 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 2, 2006
  LCC International, Inc.
  __________________________________________
  (Exact name of registrant as specified in its charter)
  Delaware
  0-21213
  54-1807038
  _____________________
  (State or other jurisdiction
  _____________
  (Commission
  ______________
  (I.R.S. Employer
  of incorporation)
  File Number)
  Identification No.)
  7925 Jones Branch Drive, McLean, Virginia
  22102
  _________________________________
  (Address of principal executive offices)
  ___________
  (Zip Code)
  Registrant's telephone number, including area code:
  703-873-2000
  Not Applicable
  ______________________________________________
  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:
  [  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  [  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  [  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  [  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
  Top of the Form
  Item 1.01 Entry into a Material Definitive Agreement.
  LCC International, Inc. and LCC Wireless Design Services, LLC, a wholly owned subsidiary of LCC International, Inc. (collectively "LCC"), and Nokia Inc. ("Nokia") entered into an Asset Purchase Agreement on June 2, 2006 (the "Purchase Agreement") pursuant to which Nokia will acquire certain assets and assume certain liabilities, contracts, and personnel associated with the network deployment business of LCC (the "Network Deployment Business") as of the closing date.
  Under the Purchase Agreement, LCC will retain all pre-closing billed accounts receivable and all pre-closing accounts payable related to the Network Deployment Business.  Certain fixed assets used in the Network Deployment Business will be transferred to Nokia in exchange for a cash payment at closing equal to the value of such assets.  All unbilled accounts receivables related to the Network Deployment Business as of the closing date will be transferred to Nokia.  Nokia will pay to LCC all amounts collected against the unbilled accounts receivables, for a period of 12 months following closing, as they are billed and collected.  Nokia will pay LCC, in cash at closing, an amount equal to 10% of the unbilled accounts receivable being transferred at closing.
  In addition, pursuant to a Loan and Security Agreement to be entered into by LCC and Nokia at the closing of the Purchase Agreement (the "Loan Agreement") Nokia will advance to LCC upon request by LCC from time to time during the first 150 days following the closing under the Purchase Agreement an aggregate amount of up to the lesser of 60% of the unbilled accounts receivables transferred at closing as calculated in the Purchase Agreement and $4.2 million.  Advances to LCC will be repaid as Nokia collects, and remits to LCC, the unbilled accounts receivables transferred at closing.  All amounts advanced shall be due in full 180 days following the closing date. The loan will be secured by a first-priority perfected security interest in (i) the unbilled accounts receivables transferred at closing, and (ii) LCC's contract rights under the purchase agreement to receive payment from Nokia for the transferred unbilled accounts receivable as they are collected.
  LCC will remain liable after the closing of the Purchase Agreement for matters related to LCC's conduct of the Network Deployment Business before closing, and Nokia will be liable for all matters related to Nokia's conduct of the Network Deployment Business after closing.
  Pursuant to the Purchase Agreement, LCC entered to a non-competition agreement with Nokia whereby LCC agreed that for a period of 18 months following the closing, LCC will not engage in the business of providing network site deployment services in the United States.  "Network site deployment services" is defined as the performance of any network site deployment service of the network deployment business, including site acquisition, site permitting and site construction, for clients in the United States where the provision of such services would, individually or in the aggregate, be competitive with network site deployment services currently provided by the network deployment business being transferred.  These restrictions do not prohibit LCC from engaging in such services provided the aggregate revenues received from these activities does not exceed 22.5% of LCC's consolidated revenues.
  The foregoing non-competition restrictions terminate upon the occurrence of any of the   following events: (i) any sale of all or substantially all of LCC's business or assets either in the aggregate or in relation to the LCC's business in the United States; or (ii) any transaction or series of transactions by which any person or persons or entity or entities acquire or obtain more than 50% of LCC's capital stock or the right to vote more than 50% of LCC's capital stock; except the non-competition provision will not terminate if the acquiring or obtaining party in a transaction is a person or entity that holds 10% or more (on an as-converted basis) of the outstanding shares of LCC as of the date the purchase agreement was executed.
  LCC also agreed that it will not for a period of one year directly or indirectly (i) hire or attempt to hire any LCC employee transferred to Nokia, or (ii) otherwise encourage any transferred employee to leave the employ of Nokia.  In addition, neither party will directly or indirectly, or by assisting others, solicit or attempt to solicit any employee of the other party excluding an allowance for general advertisements for employment.
  The closing of the transactions contemplated by the purchase agreement will occur on a date designated by Nokia within five business days following satisfaction or waiver of all conditions precedent provided in the Purchase Agreement (which include obtaining certain third party consents), but in no event later than July 15, 2006.  LCC expects closing to occur on or about June 30, 2006, followed by a preliminary post-closing reconciliation to be completed within 15 days after closing and a final post-closing reconciliation process to be completed within 90 days after closing.
  The Purchase Agreement may be terminated prior to closing (i) by mutual written consent of the parties, (ii) by LCC if Nokia fails to perform its obligations under or breaches a material term of the purchase agreement after notice from LCC and a 10 day cure period, (iii) by Nokia if LCC fails to perform its obligations under or breaches a material term of the purchase agreement after notice from Nokia and a ten day cure period, or (iv) by either party if the closing has not occurred by July 15, 2006.
  As part of the transaction, pursuant to a Transition Services Agreement entered into on June 2, 2006, LCC will provide Nokia with transitional services for a period of up to 12 months unless earlier terminated by the parties.  Such services include as database administration, vendor and customer invoice processing, purchase order issuance, monthly financial reporting, system support, and the general support and training of Nokia personnel.   For such transitional services, Nokia will pay LCC a monthly fee which escalates after the first six months and escalates further after nine months. The Transition Services Agreement terminates if the transactions contemplated by the purchase agreement do not close.
  Pursuant to a license agreement to be entered into at the closing, LCC will grant Nokia a non-exclusive, royalty free, worldwide license to its WINDS software for use in the Network Deployment Business for a period of one year or until earlier termination by Nokia.
  The foregoing descriptions of the Purchase Agreement and the Loan Agreement do not purport to be complete and are qualified in their entirety by the terms and conditions thereof, copies of which are filed as Exhibits 10.1 and 10.2 to this Form 8-K, respectively, and are incorporated in this Item 1.01 by reference.
  A copy of the Company's press release dated June 5, 2006 is filed as Exhibit 99.1 to this Form 8-K and is incorporated in this Item 1.01 by reference.
  Item 9.01 Financial Statements and Exhibits.
  (a) Exhibit 10.1	Asset Purchase Agreement dated June 2, 2006
  (b) Exhibit 10.2	Form of Loan and Security Agreement
  (c) Exhibit 99.1	Press Release, dated June 5, 2006
  Top of the Form
  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.
  LCC International, Inc.
  June 5, 2006
  By:
  Dean J. Douglas
  Name: Dean J. Douglas
  Title: President & Chief Executive Officer
  Top of the Form
  Exhibit Index
  Exhibit No.
  Description
  10.1
  Asset Purchase Agreement dated June 2, 2006
  10.2
  Form of Loan and Security Agreement
  99.1
  Press Release dated June 5, 2006, issued by LCC International, Inc.