- Current report filing (8-K)
2009年4月1日 - 12:28AM
Edgar (US Regulatory)
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): March 25, 2009
AIRSPAN
NETWORKS INC.
(Exact
name of registrant as specified in its charter)
Washington
(State or
other jurisdiction of incorporation)
000-31031
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75-2743995
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(Commission
file number)
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(I.R.S.
Employer Identification No.)
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|
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777
Yamato Road, Suite 310, Boca Raton, Florida
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33431
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(Address
of principal executive offices)
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(Zip
code)
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(561)
893-8670
(Registrant’s
telephone number, including area code)
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:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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|
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry into a Material Definitive Agreement.
Effective
March 25, 2009, Airspan Networks Inc. (the “Company”) and its wholly-owned
subsidiary, Airspan Communications Limited, entered into an amendment and
restatement of their August 1, 2006 Loan and Security Agreement, as previously
amended on August 7, 2007 and August 21, 2008 (as so amended and restated, the
“Restated Loan and Security Agreement”), with Silicon Valley Bank (“SVB”), with
respect to a revolving credit line.
At
December 31, 2008, the Company was not in compliance with the covenant
related to the “minimum tangible net worth” to be maintained by the
Company. At December 31, 2008, the tangible net worth
requirement was $30 million and the Company’s actual tangible net worth was
$25.8 million. In the Restated Loan and Security Agreement, SVB
agreed to waive such violation. In addition, in the Restated Loan and
Security Agreement, the covenant related to the “minimum tangible net worth” to
be maintained by the Company was decreased from $30 million to $18 million
at March 31, 2009, $14 million at June 30, 2009, $13 million at September 30,
2009 and $12 million at December 31, 2009, and thereafter. There
can be no assurance that the Company will meet the requirements of the revised
covenant.
Pursuant
to the Restated Loan and Security Agreement, effective March 25, 2009,
amounts payable under the Loan and Security Agreement bear interest at SVB’s
prime rate plus 4.0% per annum, subject to a minimum rate of 8.0% per
annum. Prior to that effective date, amounts payable under the Loan
and Security Agreement bore interest at SVB’s prime rate plus a percentage
ranging from 0.0% to 1.75% per annum, depending on certain financial and
collateral tests.
Also, in
the Restated Loan and Security Agreement, the maturity date was extended from
December 31, 2009 to March 31, 2010.
In
connection with the foregoing, the Company agreed to pay SVB an extension fee of
$22,500 and a restructuring fee of $20,000.
The
foregoing description of the Restated Loan and Security Agreement does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Restated Loan and Security Agreement, a copy of which is attached
hereto as Exhibit 10.1 and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
10.1
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Amended
and Restated Loan and Security Agreement dated as of March 25, 2009 among
Silicon Valley Bank, Airspan Networks Inc. and Airspan Communications
Limited
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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.
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AIRSPAN
NETWORKS INC.
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By:
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/s/ David
Brant
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David
Brant
Senior
Vice President and Chief Financial Officer
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Date: March
31, 2009
EXHIBIT
INDEX
10.1
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Amended
and Restated Loan and Security Agreement dated as of March 25, 2009 among
Silicon Valley Bank, Airspan Networks Inc. and Airspan Communications
Limited
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Airspan Networks (MM) (NASDAQ:AIRN)
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Airspan Networks (MM) (NASDAQ:AIRN)
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