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): January 19, 2007
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 January 19, 2007, Amedia Networks, Inc. (the "Company") obtained a
short-term working capital loan (hereinafter, the "Loan") in the gross amount of
$356,000 from an institutional investor. The Loan is evidenced by the Company's
promissory note in the principal amount of $384,480 (the "Note") and becomes due
and payable on the earliest to occur of (i) the date on which the Company
consummates a subsequent financing that generates, on a cumulative basis with
all other financings, gross proceeds to us of at least $2 million or (ii) May
19, 2007. The proceeds of the Loan will be used for general corporate working
capital purposes. Other than the Note, no additional instrument or securities
convertible into shares of the Company's common stock were issued to such
investor.
Under the terms of the Note, the holder may declare the Note
immediately due and payable upon the occurrence of any of the following events
of default: (i) failure to pay principal or any other amount due under the Note
when due, (ii) material breach of any of the representations or warranties made
in the Note, (iii) failure to observe any undertaking contained in the Note or
the other transaction documents in a material respect if such failure continues
for 30 calendar days after notice, (iv) the Company's admission in writing as to
our inability to pay our debts generally as they mature, makes an assignment for
the benefit of creditors or commences proceedings for our dissolution, or apply
for or consent to the appointment of a trustee, liquidator or receiver for our
or for a substantial part of our property or business, (v) the Company's
insolvency or liquidation or a bankruptcy event, (vi) the entry of money
judgment or similar process in excess of $750,000 if such judgment remains
unvacated for 60 days.
The Company paid due diligence and other closing related fees from the
proceeds of the Loan in the aggregate amount of $41,000.
The Note has 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 security 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 Note attached
hereto as an exhibit to this Current Report on Form 8-K and incorporated by
reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
4.1 Form of Promissory Note.
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 25, 2007
/s/ Frank Galuppo
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FRANK GALUPPO
PRESIDENT AND CHIEF EXECUTIVE OFFICER