NETRIX CORP
8-K/A, 1998-05-19
COMPUTER COMMUNICATIONS EQUIPMENT
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                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549

                                  FORM 8-K/A
                               (Amendment No. 1)

               Current Report Pursuant to Section 13 or 15(d) of
                      The Securities Exchange Act of 1934


               Date of Report (Date of Earliest Event Reported):

                                April 21, 1998
                                --------------


                              NETRIX CORPORATION
      -------------------------------------------------------------------
            (Exact Name of Registrant as Specified in its Charter)

 
                                   Delaware
- -------------------------------------------------------------------------------
                 State or Other Jurisdiction of Incorporation)


              0-50464                                 54-1345159
      ------------------------            ---------------------------------
      (Commission File Number)            (IRS Employer Identification No.)


13595 Dulles Technology Drive, Herndon, VA                    20171
- -------------------------------------------------------------------------------
 (Address of principal executive offices)                  (Zip Code)


                                (703) 742-6000
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              Registrant's Telephone Number, Including Area Code


                                Not Applicable
- -------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)
<PAGE>
 
     This Current Report on Form 8-K/A amends and supersedes the Registrant's
Current Report on Form 8-K, as filed on May 1, 1998.

ITEM 5.   OTHER EVENTS

     On April 27, 1998, the Company announced that it completed a private
placement by issuing and selling 1,750,000 shares of common stock at a price of
$1.25 per share and by issuing warrants for an additional 140,000 shares of
common stock at $1.75 per share. The Company has agreed to file a registration
statement with respect to these shares.

     In connection with the private placement, the Company received net proceeds
of $2,078,125 that will be used for working capital and other general corporate
purposes.


ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

                                  (c) EXHIBITS

 
EXHIBIT NUMBER                     TITLE
- --------------       ----------------------------------
     99.1            Press Release Dated April 27, 1998
 


                                    SIGNATURE


     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.


Date:  May 19, 1998                           NETRIX CORPORATION



                                    By: /s/ Lynn Chapman
                                       ------------------------------------
                                            Lynn Chapman
                                            President and CEO

<PAGE>
 
                                                                    EXHIBIT 99.1


                                             NEWS RELEASE

INVESTOR/PRESS CONTACTS:
Sue Hale, NETRIX Corporation, (703) 793-2016
Bill Schlosser, Media Tech, (256) 852-8111



                      NETRIX COMPLETES PRIVATE PLACEMENT
     Investment in Voice over IP Marketing and Product Development Slated
                                        
       HERNDON, VA - April 27, 1998 - NETRIX  Corporation (NASDAQ: NTRX) today
announced that it received net proceeds of $2,078,125 in a private placement.
In connection with the placement, the Company sold and issued 1,750,000 shares
of common stock at a price of $1.25 per share, and issued warrants for an
additional 140,000 shares of common stock at $1.75 per share.  The shares are
not registered under the Securities Act of 1933 and may not be offered or sold
in the United States absent registration or an exemption from registration
requirements; the Company has agreed to file a registration statement with
respect to these shares.

       The proceeds from the placement will be used for working capital and
other general corporate purposes, including financing the Company's growth
through further investment into marketing and product development of its Voice
over IP gateway, the Network Exchange 2210 with Vodex software.

       According to NETRIX President and CEO Lynn Chapman, "This infusion of
cash allows us to continue to focus on further penetration of the Voice over
Data market."

       This press release contains forward-looking statements that involve a
number of risks and uncertainties. Readers are cautioned that all forward-
looking statements are subject to risks and uncertainties, including, without
limitation, the timing of new announcements or introductions by the Company and
its competitors, the hiring and retention of key employees, competitive pricing
pressures, the manufacturing of products, the need for capital, dependence on
third parties for manufacturing, 
<PAGE>
 
components and products, general economic conditions in the United States and
international markets, and the risk factors detailed from time to time in the
Company's periodic reports and registration statements filed with the Securities
and Exchange Commission. Readers are cautioned not to place undue reliance on
these forward-looking statements that speak only as of the date hereof. The
Company undertakes no obligation to publicly release the result of any revisions
to these forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.


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