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): November 22, 2006
AMEDIA NETWORKS, INC.
(Exact name of registrant as specified in its charter)
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Delaware 0-22055 11-3223672
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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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 November 22, 2006, Amedia Networks, Inc. (the "Company") obtained additional
short-term working capital loans (hereinafter, the "First Additional Loans"; and
together with any previous or subsequent loans obtained pursuant to the Offer
(as hereinafter defined), the "Loans") in the gross amount of approximately
$250,000 from certain previous investors in the Company.
The Company disclosed in its current report on Form 8-K filed on October 24,
2006 (the "October 2006 8-K"), that it made an offer (the "Offer") to the
purchasers of its Series A 7% Convertible Preferred Stock issued in August 2004
and its Series B 8% Convertible Preferred Stock issued in April-May 2005. As
disclosed in the October 2006 8-K, additional Loans could be made after the
initial closing date of the Loans reported in the October 2006 8-K. The First
Additional Loans were made pursuant to the terms of the Offer.
The First Additional Loans are evidenced by the Company's promissory notes
containing terms identified in the Company's October 2006 8-K. The First
Additional Loans were in all material respects and conditions identical to those
disclosed in the October 2006 8-K.
To date, the Company has received Loans in the gross amount of approximately
$850,000 pursuant to the Offer. The Offer has been extended and is in effect
through December 31, 2006, and additional Loans, up to a cumulative maximum of
$2,000,000, may be made after the First Additional Closing Date through that
date.
The notes representing the First Additional Loans 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 description is qualified in its entirety by the Offer document
attached as exhibits to the October 20076 8-K and incorporated by reference.
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: NOVEMBER 30, 2006
/s/ Frank Galuppo
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FRANK GALUPPO
PRESIDENT AND CHIEF EXECUTIVE OFFICER