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): December 28, 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 December 28, 2006, Amedia Networks, Inc. (the "Company") obtained
additional short-term working capital loans (hereinafter, the "Additional
Loans"; and together with the previously reported loans obtained pursuant to the
Offer as hereinafter defined, the "Loans") in the gross amount of approximately
$395,400 from a certain previous investor in the Company. The Offer expired on
December 31, 2006. The Company has received Loans in the gross amount of
approximately $1.45 million pursuant to the Offer.
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, and that loans in the aggregate principal amount of approximately $600,000
were advanced to the Company pursuant to the Offer. 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. Subsequent to the initial Loans
disclosed in the October 2006 8-K, the Company obtained in November and December
2006, pursuant to the terms of the Offer, Loans in the gross amount of
approximately $450,000. The Additional Loans were made pursuant to the terms of
the Offer.
The Additional Loans are evidenced by the Company's promissory notes
containing terms identified in the Company's October 2006 8-K. The Additional
Loans were in all material respects and conditions identical to those disclosed
in the October 2006 8-K.
The notes representing the 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 2006 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: JANUARY 5, 2007
/s/ Frank Galuppo
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FRANK GALUPPO
PRESIDENT AND CHIEF EXECUTIVE OFFICER