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): May 30, 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 AMENDMENT OF MATERIAL DEFINITIVE AGREEMENT;
On May 30, 2007, Amedia Networks, Inc. (the "Company") and Motorola Wireline
Networks, Inc. ("Motorola"), a subsidiary of Motorola, Inc. entered into a (i)
Transition Agreement (the "Transition Agreement") and (ii) License Agreement
(the "License Agreement"), pursuant to which the Strategic Alliance Agreement
entered into by the parties on April 5, 2006 (the "Original Strategic Alliance
Agreement") is to be terminated (except for certain specified provisions).
Under the License Agreement, the Company will be transferring to Motorola all
duties relating to the engineering, manufacturing, and support of the IP Home
gateways that the Company and Motorola have been jointly developing. Under the
Original Strategic Alliance Agreement, the Company and Motorola have been
working to jointly develop a family of three IP Home gateways (the "Gateway
Products") that are being designed to provide expanded support for data, IPTV,
High Definition TV, and Digital Video Recorders using Motorola's existing
Multi-Service Access Platform. Pursuant to the License Agreement, all further
development , engineering and manufacture of the Gateway Products will become
the sole responsibility of Motorola. Motorola will pay to the Company $5.00 for
each unit of the Gateway Product (the "Production Fee") manufactured by Motorola
under the License Agreement. The Production Fee is payable on a calendar
quarterly basis, by the 45th day following each calendar quarter. Motorola will
be paying to the Company an advance of $200,000 in respect of the Production Fee
with respect to the first 40,000 Gateway Product units to be manufactured under
the License Agreement. The advance on the Production Fee is to be paid by the
seventh day after the License Agreement Effective Date (as defined below).
The Transition Agreement is intended to govern the transition period in which
the Gateway Product engineering, manufacturing, and support responsibilities are
being transferred to Motorola. Under the Transition Agreement, the Company is
required to deliver to Motorola certain agreed upon deliverables (the
"Transition Deliverables") on or before June 15, 2007. The License Agreement
will become effective on the date (the "License Agreement Effective Date") on
which the delivery of the Transition Deliverables has been completed. Upon the
License Agreement Effective Date, the Original Strategic Alliance Agreement will
be terminated and of no further effect, except for certain specified provisions.
Upon receipt of invoices from the Company, Motorola agreed to pay to the
Company, in respect of the Transition Deliverables and the remaining
deliverables under the Original Strategic Alliance Agreement, $250,000 within
seven days of the effective date of the Transition Agreement and $83,333 within
seven days of the acceptance by Motorola of the Transition Deliverables. On June
8, 2007, the Company received from Motorola the $250,000 payment and on June 11,
2007, Motorola accepted the Transition Deliverables.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) 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: June 12, 2007
/s/ Frank Galuppo
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FRANK GALUPPO
PRESIDENT AND CHIEF EXECUTIVE OFFICER