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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)
MARCH 22, 2006
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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.)
4699 OLD IRONSIDES DRIVE, SUITE 420
SANTA CLARA, CALIFORNIA 95054
(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 March 22, 2006, the Board of Directors (the "BOARD") of Nayna Networks, Inc.,
a Nevada corporation (the "COMPANY"), approved the adoption of the Nayna
Networks, Inc. 2006 Executive Stock Plan (the "PLAN"). A copy of the Plan is
attached hereto as Exhibit 10.1. The Plan allows the grant to certain executive
employees and directors of the Company, of stock options as well as stock
purchase rights. A form of Notice of Grant of Stock Option is attached hereto as
Exhibit 10.2, and a form of Stock Option Agreement is attached hereto as Exhibit
10.3. The Company has reserved 5,000,000 shares of its common stock for issuance
pursuant to the Plan. The Plan shall be administered by the Compensation
Committee of the Board, or such other committee as the Board shall appoint from
time to time. The Plan shall remain in effect until its termination by such
administering committee.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS.
EXHIBIT NO. DESCRIPTION
10.1 Nayna Networks, Inc., 2006 Executive Stock Plan
10.2 Notice of Grant of Stock Option (Form of)
10.3 Stock Option Agreement (Form of)
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: MARCH 27, 2006
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
10.1 Nayna Networks, Inc., 2006 Executive Stock Plan
10.2 Notice of Grant of Stock Option (Form of)
10.3 Stock Option Agreement (Form of)