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): October 20, 2005
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YDI WIRELESS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-29053 04-2751645
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(State or other jurisdiction of (Commission file number) (IRS employer
incorporation) identification no.)
2115 O'Nel Drive, San Jose, CA 95131
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (408) 731-2700
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N/A
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(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.
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New Lease for Harmonix Division
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On October 21, 2005, YDI Wireless, Inc. received the countersigned
signature pages to a Lease Agreement, dated October 7, 2005, from Adom Realty
Trust, the landlord under that lease agreement. Pursuant to that agreement, YDI
will lease approximately 17,000 square feet in a building located in Haverhill,
Massachusetts. YDI expects to use that facility for its Harmonix Division, which
needed a larger facility. The key terms of the lease are the following:
o The term of the lease is 10 years commencing upon completion
of renovations and ending on October 31, 2015, provided,
however, that YDI can terminate the lease at any time after
the 60th month of the term upon 8 months notice to the
landlord by paying approximately $29,200 plus specified
unamortized brokerage costs;
o Base rent per month is $8,658 for the first year, $9,380 for
the second and third years, $9,740 for the fourth and fifth
years, $10,101 for the sixth and seventh years, $10,390 for
the eighth year, $10,678 for the ninth year, and $10,967 for
the tenth year;
o YDI must also pay operating expenses, management fees, and
real estate taxes under the lease;
o YDI has one option to extend the term of the lease for 5 years
at a rental rate equal to 95% of the then fair market value
rent; and
o YDI has the first option to lease additional space in the
building if it becomes available.
The foregoing description of the lease agreement between YDI and Adom
Realty Trust does not purport to be complete and is qualified in its entirety by
the terms and conditions of the lease agreement, a copy of which is filed as
Exhibit 10.1 to this Form 8-K and is incorporated by reference.
Separation Agreement with Kevin J. Duffy
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As reported in the Form 8-K filed by YDI Wireless with the Securities and
Exchange Commission on September 20, 2005, Kevin J. Duffy ceased to be President
and Chief Operating Officer of YDI effective September 15, 2005. On October 20,
2005, YDI signed a letter agreement, dated September 30, 2005, with Mr. Duffy
relating to the termination of his employment with YDI. YDI agreed to pay Mr.
Duffy $75,000. In addition, YDI agreed to continue Mr. Duffy's medical and
dental insurance at the same cost to Mr. Duffy as when he was an employee
through December 31, 2005 should Mr. Duffy elect to continue those benefits
under COBRA. Mr. Duffy agreed to be available for consulting services through
December 31, 2005 at no further cost to YDI and provided a general release of
claims to YDI. The letter agreement terminated Mr. Duffy's employment agreement
with YDI, effective September 15, 2005, except for Section 8 of that agreement
(which addresses confidential information, non-competition, and intellectual
property), which survives in accordance with its terms.
The foregoing description of the letter agreement between YDI Wireless and
Mr. Duffy does not purport to be complete and is qualified in its entirety by
the terms and conditions of the letter agreement, a copy of which is filed as
Exhibit 10.2 to this Form 8-K and is incorporated by reference.
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SIGNATURE
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.
YDI WIRELESS, INC.
Dated: October 26, 2005 By: /s/ David L. Renauld
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David L. Renauld
Vice President
EXHIBIT INDEX
Number Title
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10.1 Lease Agreement, dated October 7, 2005, between YDI Wireless, Inc. and
Adom Realty Trust.
10.2 Letter Agreement, dated September 30, 2005, between YDI Wireless, Inc.
and Kevin J. Duffy.