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 24, 2006 AMEDIA NETWORKS, INC. (Exact name of registrant as specified in its charter) Delaware 0-22055 11-3223672 - ----------------------------- --------------------------- ---------------------- (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 8.01 OTHER EVENTS On July 24, 2006, Mr. Galuppo issued a newsletter on the Company's website (www.amedia.com). The newsletter addresses several of the Company's recent developments and prospects. A copy of the newsletter has been filed as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Form 8-K is shall not be deemed to be "filed" for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements. None. (b) Pro Forma Financial Information. None. (c) Exhibits. EXHIBIT NUMBER DESCRIPTION ------ ----------- 99.1 Newsletter, dated July 24, 2006 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 27, 2006 /s/ Frank Galuppo ----------------- Frank Galuppo President and Chief Executive Officer