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): February 22, 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
On February 22, 2006 and February 23, 2006, certain officers and
directors of Amedia Networks, Inc. (the "Company") exercised outstanding options
to purchase a total of 268,200 shares of the Company's common stock, par value
$0.001 per share ("Common Stock"), at exercise prices ranging from $0.55 to
$0.74 per share, resulting in total cash proceeds to the Company of
approximately $162,000. In consideration of those option exercises, the Company
issued the following options to purchase Common Stock to the exercising officers
and directors: (i) Juan Mendez (Chairman of the Board of Directors): options
under the Company's 2002 Non-Employee Directors Plan (the "2002 Directors Plan")
to purchase 328,812 shares of Common Stock at $0.69 per share exercisable for
six years from the date of grant; (ii) Frank Galuppo (Chief Executive Officer,
President and director): options under the Company's 2000 Equity Incentive Plan
(the "2000 Equity Plan") to purchase 40,540 shares of Common Stock at $0.69 per
share exercisable for ten years from the date of grant; (iii) John Colton (Chief
Technology Officer): options under the 2000 Equity Plan to purchase 54,548
shares of Common Stock at $0.70 per share exercisable for ten years from the
date of grant; and (iv) Gerald Butters (director): options under the 2002
Directors Plan to purchase 112,500 shares of Common Stock at $0.70 per share
exercisable for six years from the date of grant. The exercise price of each of
these options is equal to the closing price of the Common Stock on the date
immediately preceding the date of issuance.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The information set forth under Item 1.01 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: February 28, 2006
/s/ Frank Galuppo
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Frank Galuppo
President and Chief Executive Officer