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): July 14, 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):
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
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[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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[ ] 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 July 14, 2006, Amedia Networks, Inc. (the "Company") and Lucent
Technologies, Inc. ("Lucent") entered into the Amendment to Prior Agreements,
dated as of July 10, 2006 (the "Amendment"), pursuant to which they have amended
the terms of a number of prior agreements entered into by them, including,
without limitation, the (i) Development and Licensing Agreement of January 6,
2004 and (ii) the Supplementary Development Agreement between the Company and
Lucent effective as of May 5, 2005 (as well as various supplementary agreements
and amendments thereto entered into by them (collectively the "Agreements").
Under the terms of the Amendment, in lieu of the current royalties of
3.2% of certain revenues payable (under certain circumstances) to Lucent under
the Agreements, the Company will be required to pay to Lucent royalties in the
amount of 1.5% of specified revenue sources from the Company's Gateway and
Switch products that include Lucent owned technologies, PROVIDED, THAT, no
royalties accrue or become payable until July 10, 2008. In addition, Lucent
waived payment of $835,000 outstanding under the Agreements and the Company paid
to Lucent $200,000 upon the execution of the Amendment in respect of
deliverables received by it from Lucent under the Agreements. In addition, the
parties agreed to terminate the license that the Company was granted to Lucent
owned patents under the Agreements; accordingly, the Company is no longer
obligated to make any payments to Lucent, if any, owing under such patent
license. The termination of the patent license does not affect the Company's
rights under the Agreements to develop and sell products based upon or
incorporating Lucent owned technologies.
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: July 21, 2006
/s/ Frank Galuppo
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Frank Galuppo
President and Chief Executive Officer