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): August 15, 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 August 8, 2007, the Company executed an agreement with the landlord
of its principal offices settling claims made by the landlord in the summons
which it served the Company in June 2007 alleging non-payment of rent for the
months of February and March 2007. Under the terms of the settlement, the
Company surrendered possession of the second floor of its premises and continued
to lease the first floor in accordance with the terms of the original lease
agreement, provided, that the landlord is entitled to lease all or part of such
first floor in which event the Company will be required to vacate the newly
leased portion. Under the terms of the settlement, the Company agreed to pay
rent and related late charges in respect of April and May 2007 in the aggregate
amount of $85,667 through the issuance of shares of its restricted Common Stock.
The settlement fixed the base rent for the period of June through August 31,
2007 at $17,555, plus applicable charges under the original lease, which amounts
are to be paid in cash, and fixed the base rent for the retained premises
(assuming the Company will retain the first floor) for the following periods
(all payable in cash): September 2007 through August 2008, $18,129; September
2008 through August 2010, $18,714. Thereafter, the landlord indicated that it is
not executing the settlement. On August 29, 2007, the Company received from the
landlord a signed copy of the agreement as well as notice of default thereon and
a copy of request made to Superior Court of New Jersey Law Division - Special
Civil Part Landlord - Tenant, for a Warrant of Removal. On September 6, 2007,
the Company was served with a court order to vacate the premises by September
12, 2007. The Company is currently in the process of seeking suitable
replacement premises. No assurance can be given that the Company will be able to
raise the working capital needed to cure the default or find suitable
replacement premises.
ITEM 8.01 OTHER EVENTS
On August 15, 2007, Amedia Networks, Inc. (the "Company") released seven
of its nine remaining employees, leaving only its Chief Executive Officer and
Chief Financial Officer on staff. However, the seven non-executive employees
continued to provide support through September 2, at the company's premises
based on the Company's statement that it would reinstate them if and when a
financing is secured; no assurance can be given that these persons will continue
to provide their services or that the Company will be successful in raising
funds. The Company has also been forced to delay payments to most of its
vendors, defer salaries for management and curtail product development plans. If
the Company is unable to raise additional capital on an immediate basis, it will
be forced to lay-off its remaining workforce and either restructure or cease
operations entirely. At the present time, the Company has no commitments for any
additional financing, and there can be no assurance that, if needed, additional
capital will be available to it on commercially acceptable terms (or at all).
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: September 7, 2007
/s/ Frank Galuppo
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FRANK GALUPPO
PRESIDENT AND CHIEF EXECUTIVE OFFICER