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) September 10, 2004
AIRSPAN NETWORKS, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Washington | | 000-31031 | | 75-2743995 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
| 777 Yamato Road, Suite 105, BocaRaton, Florida | | 33431 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (561) 893-8670
(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):
| ¨ | 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)) |
Item 1.01. Entry into a Material Definitive Agreement
On September 13, 2004, Airspan Networks, Inc. (the “Company”) announced that, effective as of September 10, 2004, the Company entered into a Preferred Stock Purchase Agreement with Oak Investment Partners XI Limited Partnership (“Oak”) pursuant to which the Company agreed to sell 73,000 shares of Series A Preferred Stock to Oak for $29,200,000. These shares of Series A Preferred Stock would be initially convertible into 7.3 million shares of Common Stock. The transaction, approved by the Company’s Board of Directors on September 9, 2004 and September 12, 2004 and by the Company’s Audit Committee on September 9, 2004, is anticipated to close on September 13, 2004. The shares of Series A Preferred Stock will be issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended.
A copy of the press release containing the announcement is filed herewith as Exhibit 99.1 and is incorporated herein by this reference.
Item 3.02. Unregistered Sales of Securities
On September 13, 2004, Airspan Networks, Inc. (the “Company”) announced that, effective as of September 10, 2004, the Company entered into a Preferred Stock Purchase Agreement with Oak Investment Partners XI Limited Partnership (“Oak”) pursuant to which the Company agreed to sell 73,000 shares of Series A Preferred Stock to Oak for $29,200,000. These shares of Series A Preferred Stock would be initially convertible into 7.3 million shares of Common Stock. The transaction, approved by the Company’s Board of Directors on September 9, 2004 and September 12, 2004 and by the Company’s Audit Committee on September 9, 2004, is anticipated to close on September 13, 2004. The shares of Series A Preferred Stock will be issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended.
A copy of the press release containing the announcement is filed herewith as Exhibit 99.1 and is incorporated herein by this reference.
Item 9.01. Exhibits
| | 4.1 | Preferred Stock Purchase Agreement, dated as of September 10, 2004 among Airspan Networks, Inc. and Oak Investment Partners XI, Limited Partnership |
| | 99.1 | Press Release dated September 13, 2004 |
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.
Dated: September 13, 2004
| | |
| AIRSPAN NETWORKS, INC |
| |
| By: | | /s/ Peter Aronstam
|
| | | Peter Aronstam |
| | | Senior Vice President and |
| | | Chief Financial Officer |
INDEX TO EXHIBITS
| | |
Exhibit No.
| | Description
|
| |
| 4.1 | | Preferred Stock Purchase Agreement, dated as of September 10, 2004 among Airspan Networks, Inc. and Oak Investment Partners XI, Limited Partnership |
| |
| 99.1 | | Press Release dated September 13, 2004 |
