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 21, 2008
AIRSPAN
NETWORKS INC.
(Exact
name of registrant as specified in its charter)
Washington
(State
or
other jurisdiction of incorporation)
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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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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:
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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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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 August
21, 2008, Airspan Networks Inc. (the “Company”) and its wholly-owned subsidiary,
Airspan Communications Limited, entered into a Second Amendment (the “Second
Amendment”) to its August 1, 2006 Loan and Security Agreement, as amended August
7, 2007 (the “Loan and Security Agreement”), with Silicon Valley Bank (“SVB”),
with respect to a revolving credit line.
Pursuant
to the Second Amendment, under the Loan and Security Agreement, the Company
may,
subject to certain adjustments, borrow up to the lesser of (i) (a) 80% of
eligible accounts receivable plus (as long as the Company’s worldwide cash and
investments exceeds $20 million and the Company’s cash and investments
maintained at SVB and its affiliates exceeds $15 million) (b) the lesser of
(1)
60% of eligible inventory and (2) $8 million (the “Borrowing Base”) and (ii) $20
million. Prior to the Second Amendment, under the Loan and Security Agreement,
the Company could have borrowed, subject to certain adjustments, up to the
lesser of (x) 80% of eligible accounts receivable (the “Prior Borrowing Base”)
and (y) $20 million. The Second Amendment also revises the definition of
eligible accounts receivable primarily to allow certain concentrations and
relief from timing limits with respect to certain customers.
Pursuant
to the Second Amendment, the minimum monthly interest amount under the Loan
and
Security Agreement has increased to an amount equal to the applicable interest
rate multiplied by the lesser of (i) the maximum available Borrowing Base and
(ii) $10 million. Prior to the Second Amendment, the minimum monthly interest
amount under the Loan and Security Agreement was an amount equal to the
applicable interest rate multiplied by (i) the maximum available Prior Borrowing
Base and (ii) $7.5 million.
In
addition, pursuant to the Second Amendment, the covenant related to the “minimum
tangible net worth” to be maintained by the Company, with effect from the end of
the second quarter of 2008, was decreased from $44 million to $30 million,
with
such required amount to be increased for each fiscal quarter after the Company’s
second fiscal quarter of 2008 by 50% of (i) the Company’s positive net income,
(ii) proceeds of stock issuances and (iii) proceeds of indebtedness which is
subordinated to the Company’s obligations to SVB.
Pursuant
to the Second Amendment, the maturity date of the Loan and Security Agreement
was extended from December 31, 2008 to December 31, 2009.
In
connection with the Second Amendment, the Company agreed to pay SVB a
supplemental commitment fee of $100,000.
The
foregoing description of the Second Amendment does not purport to be complete
and is qualified in its entirety by reference to the full text of the Second
Amendment, a copy of which is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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10.1
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Second
Amendment to Loan and Security Agreement dated August 21, 2008 by
and
between 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: |
/s/
David Brant
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David
Brant |
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Senior
Vice President and Chief Financial
Officer
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Date:
September 2, 2008