Amedia's Series B Registration Statement Declared Effective by the SEC.EATONTOWN, N.J. -- Amedia Networks, Inc. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). : AANI), a provider of switched Ethernet An Ethernet network that is controlled by a switch instead of a shared hub. The switch cross connects all clients, servers and network devices, giving each sending-receiving pair the full rated transmission speed. ultra-broadband solutions for the Triple Play Access Market, today announced that the Securities and Exchange Commission declared effective Amedia's registration statement for the resale of up to 17,486,723 shares of its common stock. The registration was undertaken in connection with Amedia's $7.765 million private offering in April and May 2005 of its Series B 8% Convertible Preferred Stock Convertible Preferred Stock Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares". , initially convertible into Amedia's common stock at a per share conversion rate of $1.01 and related five year warrants to purchase an additional 3.8 million shares of Amedia's common stock, initially at per share exercise price of $1.50. J.D. Gardner, Chief Financial Officer of Amedia, stated "We are quite pleased to have so expeditiously ex·pe·di·tious adj. Acting or done with speed and efficiency. See Synonyms at fast1. ex accomplished the registration of our investors' shares. We will do our utmost to increase the value of their investment." The registration includes (i) 7,688,122 shares of common stock issuable upon conversion of the $7,765,000 aggregate principal amount of the Series B 8% convertible preferred stock, (ii) up to 3,075,248 shares of common stock that may be issuable in respect of the payment of dividends on the Series B preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. through the fifth anniversary of issuance, (iii) up to 4,997,285 shares of common stock issuable upon exercise of warrants issued in connection with the sale of the preferred stock (including up to 1,153,222 warrants issued to a placement agent), (iv) up to 1,576,068 shares of common stock that may become issuable as adjustments to the conversion price of the unconverted preferred stock and/or the exercise price of the unexercised warrants if prior to the first anniversary of the effectiveness date of the registration statement Amedia enters into certain specified securities transactions and (v) up to 150,000 shares of common stock issuable upon exercise of warrants issued in April 2005 in connection with a bridge loan that was advanced to Amedia (which has since been retired). Amedia will receive no proceeds from the sale of stock but it may receive proceeds upon the exercise of the warrants, if any. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor will there be any sale of these shares in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. About Amedia Networks Amedia designs, develops, and implements switched Ethernet solutions for the ultra-broadband access market. These secure and flexible solutions are used by network operators deploying Fiber-to-the-Premises (FTTP (Fiber To The Premises) The installation of optical fiber from the carrier directly into the home or office. Also called "fiber to the home" (FTTH). See PON and FTTC. See also FTP. ) and/or Fiber-to-the-Node (FTTN (Fiber To The Neighborhood or Fiber To The Node) See FTTC. ) infrastructures to offer their residential and business subscribers high-speed data, video, and Voice over Internet Protocol See Internet and TCP/IP. (networking) Internet Protocol - (IP) The network layer for the TCP/IP protocol suite widely used on Ethernet networks, defined in STD 5, RFC 791. IP is a connectionless, best-effort packet switching protocol. (VoIP) services in a highly cost effective manner. For more information about Amedia Networks, please visit www.amedia.com. This press release may contain "forward-looking" statements as that term is defined in the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. A number of factors could cause Amedia's actual results to differ from anticipated results expressed in such forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. . Such factors are addressed in Amedia's filings with the Securities and Exchange Commission (available at www.sec.gov). Amedia assumes no obligation to update any forward-looking statements. |
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