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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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)
May 17, 2005
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NAYNA NETWORKS, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-13822 83-0210455
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
180 ROSE ORCHARD WAY
SAN JOSE, CALIFORNIA 95134
(Address of principal executive offices, including zip code)
(408) 956-8000
(Registrant's telephone number, including area code)
(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))
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Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 17, 2005, Nayna Networks, Inc. ("Nayna") entered into an Agreement and
Plan of Reorganization (the "Agreement") with South Seas Data, Inc. ("SSDI"),
which provides for the acquisition of SSDI. SSDI is a privately held company
located in Englewood, Colorado, that provides sophisticated, enterprise-class
network solutions and services.
Under the terms of the Agreement, SSDI will merge with a wholly-owned subsidiary
of Nayna and the holders of SSDI's securities will be entitled to receive shares
of Nayna common stock. Nayna will issue 600,000 shares to stockholders of SSDI
at the closing. 350,000 of these shares will be subject to adjustment based on
the trading price of Nayna common stock over the course of a certain period of
time prior to the effective date of their registration with the Securities and
Exchange Commission (the "SEC"), as described in the Agreement. The transaction
is subject to the approval of SSDI's stockholders, applicable regulatory
approval and other customary closing conditions and is expected to close in June
2005. A copy of the Agreement is attached hereto as Exhibit 10.1. A copy of the
press release announcing the signing of the Agreement is attached hereto as
Exhibit 99.1.
Item 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On May 17, 2005, the Nayna board of directors (the "Board") elected three new
members: Richard Berman, William Boller and William O'Connor, and increased the
authorized number of members of the Board to six (6). There are no arrangements
or understandings between any of Messrs. Berman, Boller and O'Connor and any
other persons pursuant to which they were appointed as directors. The Board
determined that none of Messrs. Berman, Boller and O'Connor have any material
relationship with Nayna and are otherwise "independent" in accordance with the
applicable listing requirements of the Nasdaq Stock Market and the rules and
regulations of the SEC.
Mr. Berman has been appointed to serve as chairperson of the Compensation
Committee of the Board (the "Compensation Committee") as well as a member of the
Audit Committee of the Board (the "Audit Committee"). Mr. Boller has been
appointed to serve as chairperson of the Nominating and Corporate Governance
Committee of the Board (the "Nominating Committee") as well as a member of both
the Audit Committee and the Compensation Committee. Mr. O'Connor has been
appointed to serve as chairperson of the Audit Committee as well as a member of
the Nominating Committee.
Prior to each of their appointments to the Board, none of Messrs. Berman, Boller
or O'Connor owned any shares of Nayna. On May 17, 2005, the Board granted each
of Messrs. Berman, Boller and O'Connor, pursuant to Nayna's 2000 Stock Option
Plan, a nonqualified stock option to purchase 150,000 shares of Nayna common
stock, which shall vest quarterly, in equal installments over three years. Mr.
O'Connor was also granted a nonqualified stock option to purchase 10,000 shares
of Nayna common stock, which shall vest in full on the one-year anniversary of
the date of grant, as consideration for his service as the chairperson of the
Audit Committee. Each of Messrs. Berman and Boller were granted nonqualified
stock options to purchase 5,000 shares of Nayna common stock, each of which
shall vest in full on the one-year anniversary of the date of grant, as
consideration for their service as chairpersons of the Compensation Committee
and the Nominating Committee, respectively. In addition, each of Messrs. Berman,
Boller and O'Connor are eligible to receive a nonqualified stock option grant of
an additional 25,000 shares of Nayna common stock at each annual meeting of
shareholders, each of which shall vest in full on the one-year anniversary of
the date of grant. A copy of the press release announcing the election of new
members of the Board is attached hereto as Exhibit 99.2.
Item 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
On May 17, 2005, the Board resolved to change Nayna's fiscal year from one
ending August 31 to one ending December 31. Pursuant to Rule 13a-10 under the
Securities Exchange Act of 1934, Nayna will file a separate transition period
report on Form 10-KSB for the period commencing September 1, 2004 and concluding
December 31, 2004.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit No. Description
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10.1 Agreement and Plan of Reorganization by and among Nayna Networks,
Inc., SSDI Acquisition Corporation and South Seas Data, Inc.
99.1 Press Release, dated May 18, 2005, announcing the signing of the
Agreement and Plan of Reorganization with South Seas Data, Inc.
99.2 Press Release, dated May 23, 2005, announcing the election of new
members of the Board.
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.
NAYNA NETWORKS, INC.
By: /s/ Naveen S. Bisht
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Naveen S. Bisht
President and Chief Executive Officer
Date: May 23, 2005
EXHIBIT INDEX
Exhibit No. Description
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10.1 Agreement and Plan of Reorganization, dated May 17, 2005, by and
among Nayna Networks, Inc., SSDI Acquisition Corporation and
South Seas Data, Inc.
99.1 Press Release, dated May 18, 2005, announcing the signing of the
Agreement and Plan of Reorganization with South Seas Data, Inc.
99.2 Press Release, dated May 23, 2005, announcing the election of new
members of the Board.