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): January 20, 2006
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.)
2 CORBETT WAY, EATONTOWN, NEW JERSEY 07724
(Address of principal executive offices, including Zip Code)
(732) 440-1992
(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;
The information set forth under Item 2.03 of this current report on Form
8-K is hereby incorporated by reference into this Item 1.01.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT;
On January 20, 2006, Amedia Networks, Inc. (the "Company") entered into
a Bridge Loan Agreement (the "January 2006 Loan Agreement") dated as of January
20, 2006 with three private investors (collectively the "January 2006
Investors"), pursuant to which these investors loaned to the Company the
aggregate amount of $500,000 (before the payment of offering related fees and
expenses aggregating $5,000). The January 2006 Investors included Mr. Juan
Mendez, Chairman of the Company's board of directors, who loaned the Company
$250,000.
As disclosed in the Company's Current Report on Form 8-K filed on
December 23, 2005 (the "December 2005 8-K"), on December 22, 2005 the Company
entered into a bridge loan agreement, dated as of December 15, 2005 (the
"December 2005 Loan Agreement"), with two institutional investors pursuant to
which those investors loaned to the Company, on a secured basis, the aggregate
amount of $1,000,000 on the terms and subject to the conditions set forth in the
December 2005 Loan Agreement. The loans made pursuant to the January 2006 Loan
Agreement are "Additional Short-term Loans" within the meaning of the December
2005 8-K.
Pursuant to the January 2006 Loan Agreement, the Company issued to the
January 2006 Investors secured promissory notes (the "January 2006 Notes") in
the aggregate principal amount of $530,000, representing an original issue
discount of 6% with respect to the principal amount of $500,000 through the
stated maturity date of April 21, 2006. To secure the Company's obligations
under the January 2006 Loan Agreement, the Company granted the January 2006
Investors a security interest in substantially all of its assets, including
without limitation, its intellectual property, on the terms and subject to the
conditions of the security interest agreement executed by the Company in
connection with the December 2005 Loan Agreement closing (the "Security
Agreement"), which was amended, as contemplated by the original Security
Agreement, to list the January 2006 Investors as secured parties along with the
investors from the December 2005 Loan Agreement. Accordingly, the security
interest granted to the January 2006 Investors is PARI-PASSU with the security
interest that was granted to the investors pursuant to the December 2005 Loan
Agreement. The Company also issued to the January 2006 Investors warrants
expiring December 31, 2010 (the "January 2006 Bridge Loan Warrants") to purchase
in the aggregate up to 250,000 shares of the Company's common stock, par value
$0.001 (the "Common Stock"), at a per share exercise price of $1.50, subject to
adjustment upon certain specified conditions. Under the January 2006 Loan
Agreement, the Company granted to the January 2006 Investors piggy-back
registration rights with respect to the shares of Common Stock issuable upon
exercise of the January 2006 Bridge Loan Warrants. In all material respects, the
loans made to the Company pursuant to the January 2006 Loan Agreement were made
on terms identical to the terms of the loans made pursuant to the December 2005
Loan Agreement.
The securities sold in this transaction have not been registered under
the Securities Act of 1933, as amended (the "Act") and may not be offered or
sold in the United States in the absence of an effective registration statement
or exemption from the registration requirements under the Act. The Company
believes that the issuance of the foregoing securities was exempt from
registration under Section 4(2) of the Act as transactions not involving a
public offering.
The foregoing descriptions of the January 2006 Loan Agreement, the
January 2006 Notes, the January 2006 Bridge Loan Warrants and the Security
Agreement are qualified in their entirety by the descriptions of the December
2005 Bridge Loan Agreement, the Notes, the Bridge Loan Warrants and the Security
Agreement (in each case, as defined in the December 2005 8-K) set forth in the
December 2005 8-K which are incorporated herein by reference.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The information set forth under Item 2.03 of this current report on Form
8-K is hereby incorporated by reference into this Item 3.02.
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: January 26, 2006
/s/ Frank Galuppo
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FRANK GALUPPO
PRESIDENT AND CHIEF EXECUTIVE OFFICER