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): May 25, 2005
AMEDIA NETWORKS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-22055 11-3223672
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
101 CRAWFORDS CORNER ROAD, HOLMDEL, NEW JERSEY 07733
(Address of principal executive offices, including Zip Code)
(732) 949-2350
(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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 25, 2005, Amedia Networks, Inc. (the "Company") entered into an
employment agreement with James D. Gardner pursuant to which Mr. Gardner will
serve as the Company's Chief Financial Officer.
The agreement has an initial term of one year, provided, that within the first
90 days the Company is entitled to terminate the agreement. After the initial
term of one year, the agreement is automatically renewable for two additional
one year terms unless the Company or Mr. Gardner notified the other in writing
upon at least 45 days prior to the scheduled termination of the initial term or
any renewal term that it does not intend to renew the agreement. Mr. Gardner
will be paid a monthly salary of $14,583 and will be granted options under the
Company's 2000 Equity Incentive Plan to purchase 300,000 shares of the Company's
common stock, par value $0.001 (the "Common Stock") at a per share purchase
price of $1.05. The options are to vest over three years on a quarterly basis,
provided that if within the first 6 months of employment Mr. Gardner resigns or
the agreement is terminated by the Company for Cause (as defined in the
employment agreement), none of the options vest. The agreement may be terminated
by Mr. Gardner for any reason on 60 days written notice to the Company or by the
Company for Cause. In the event of a termination by the Company for any reason
other than Cause, the Company shall pay Mr. Gardner (i) if such termination
occurs during the initial term of the agreement, an amount equal to three
months' salary and (ii) if such termination occurs after the initial term, an
amount equal to 6 months' salary.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On June 13, 2005, the Company announced the appointment of James D. Gardner, age
52, as its Chief Financial Officer. Mr. Gardner assumed the duties of Chief
Financial Officer on May 25 2005.
Prior to Joining the Company, from January 2005 thru May 6, 2005, Mr. Gardner
served as Chief Operating Officer of dotPhoto, a private company engaged in
on-line photo processing and wireless application development for cellular
telephones. From January, 2002 through April, 2004, Mr. Gardner served as Chief
Executive Officer for Comstar Interactive, a private company engaged in the
wireless credit card processing field. He has also held the position of Chief
Financial Officer at BellSouth Wireless Data (renamed Cingular Interactive (May
1999 through November 2001), and as chief financial officer of BellSouth Mobile
Data (November 1995 through May 1999) and chief financial officer of RAM/BSE
Communications L.P. from 1991 though 1995, with all companies involved in the
provision of wireless packet data networks and services, principally in the US
and Europe. Mr. Gardner also held several other senior executive positions at
BellSouth and AT&T in the areas of Financial Management, Domestic and
International corporate finance, issuing debt and equity and the related rating
agency and investment banking interfaces, shareholder relations and a number of
other treasury, accounting and finance positions. As Chief Financial Officer,
Mr. Gardner will be responsible for the Company's overall financial plans and
accounting practices and will oversee the treasury, budget, administrative and
related activities of the organization.
Mr. Gardner does not have any family relationship with any executive officer,
director or person selected to become an officer or director of the Company.
Neither Mr. Gardner nor any member of his immediate family was, during the last
two years, or is to be a party to any transaction or proposed transaction with
the Company.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
None
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: JUNE 13, 2005
/s/ FRANK GALUPPO
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FRANK GALUPPO
PRESIDENT AND CHIEF EXECUTIVE OFFICER