8-K

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):  June 29, 2011

WEGENER CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-11003	81-0371341
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification No.)

11350 Technology Circle, Johns Creek, Georgia 30097

 (Address of principal executive offices, including zip code)

(770) 623-0096

(Registrant’s telephone number, including area code)

N/A

(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01        Other Events.

Seventeenth Amendment to revolving line of credit and term loan facility

On October 8, 2009, Wegener Communications, Inc., a Georgia corporation (the “Company”), and The David E. Chymiak Trust Dated December 15, 1999 (the “Trust”)  entered into a Twelfth Amendment (the “Twelfth Amendment”), to a certain Loan and Security Agreement dated June 5, 1996 (the "Security Agreement"). Among other things, the Twelfth Amendment added certain substantive changes to the Security Agreement including, but not limited to, a requirement that the Company be in compliance with a solvency representation provision on the last day of our fiscal 2010 third quarter ended May 28, 2010.  On June 11, 2010, the Company and the Trust entered into a Thirteenth Amendment to the Security Agreement which changed the date of compliance for the solvency representation to the last day of our fiscal 2010 fourth quarter ending on September 3, 2010.  On November 8, 2010, the Company and the Trust entered into a Fifteenth Amendment to the Security Agreement which extended the date of compliance for the solvency representation from the last day of our fiscal 2010 fourth quarter, to the last day of our fiscal 2011 second quarter ending on March 4, 2011.  On April 13, 2011, the Company and the Trust entered into a Sixteenth Amendment to the Security Agreement which extended the date of compliance for the solvency representation from the last day of our fiscal 2011 second quarter, to the last day of our fiscal 2011 third quarter ending on June 3, 2011.

On June 29, 2011, the Company and the Trust entered into a Seventeenth Amendment  to the Security Agreement which deleted the solvency representation provision in its entirety from the Security Agreement.

Item 9.01 Financial Statements and Exhibits

(C)  Exhibits

4.1  Loan and Security Agreement – Seventeenth Amendment dated June 29, 2011,  by and between Wegener Communications, Inc. and The David E. Chymiak Trust Dated December 15, 1999, as assignee of the Bank of America, N.A., successor interest by merger to LaSalle Bank National Association, respecting $4,250,000 Loan and Security Agreement.

99.1  Press release dated June 29, 2011.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Wegener Corporation
Date:  June 29, 2011	By:	/s/ C. Troy Woodbury, Jr.
		C. Troy Woodbury, Jr.
		Chief Executive Officer

Exhibit Index

Exhibit Number

4.1  Loan and Security Agreement – Seventeenth Amendment dated June 29, 2011,  by and between Wegener Communications, Inc. and The David E. Chymiak Trust Dated December 15, 1999, as assignee of the Bank of America, N.A., successor interest by merger to LaSalle Bank National Association, respecting $4,250,000 Loan and Security Agreement.

99.1 Press release dated June 29, 2011.

EX-4.1

Exhibit 4.1

June 29, 2011

Wegener Communications, Inc.

11350 Technology Circle

Johns Creek, Georgia  30097

Re:  Seventeenth Amendment

Gentlemen:

Wegener Communications, Inc., a Georgia corporation (“Borrower”), and The David E. Chymiak Trust Dated December 15, 1999 (“Trust”), as assignee of the Bank of America, N.A.,successor interest by merger to LaSalle Bank National Association, respecting a $4,250,000 Loan and Security Agreement (“Security Agreement”), which Security Agreement has been previously amended sixteen times, wish to further amend the Security Agreement as provided herein (the “Seventeenth Amendment”).

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower and the Trust hereby agree as follows:

Provision A. 7 of the Twelfth Amendment is deleted in its entirety and the following is substituted in its place:

7.           Solvency Representation.  Paragraph 10(p) of the Security Agreement shall be deleted in its entirety.

Except as expressly amended hereby, the Security Agreement, as amended, is ratified and confirmed by the parties hereto and remains in full force and effect in accordance with the terms thereof.  In the event there is any conflict between the provisions of this Seventeenth Amendment and those in the Security Agreement generally, the provisions of this Seventeenth Amendment shall control in all respects.

[SIGNATURE PAGE FOLLOWS]

THE DAVID E. CHYMIAK TRUST DATED DECEMBER 15, 1999

By:  /s/ David E. Chymiak

Name:  David E. Chymiak

Title: Trustee

Accepted and agreed to this

29th day of June, 2011

WEGENER COMMUNICATIONS, INC.

By:  /s/ C. Troy Woodbury, Jr.

Name:    C. Troy Woodbury, Jr.

Title: President and CEO

Accepted and agreed to this

29th day of June, 2011

By: /s/ James Traicoff

Name:   James Traicoff

Title: Treasurer and CFO

Accepted and agreed to this

29th day of June, 2011

Consented and agreed to by the following

guarantor of the obligations of Wegener Communications, Inc.

to The David E. Chymiak Trust Dated December 15, 1999.

WEGENER CORPORATION

By:  /s/ C. Troy Woodbury, Jr.

Name:   C. Troy Woodbury, Jr.

Title: President and CEO

Date: June 29, 2011

EX-99.1

Exhibit 99.1

Wegener Corporation Announces a Loan Agreement Amendment

(June 29, 2011) – Johns Creek, Georgia - Wegener Corporation (OTCQB: WGNR.PK), a leading provider of products for television, audio and data distribution networks worldwide, today announced an amendment to their Loan and Security Agreement with The David E. Chymiak Trust.

“We met with Mr. Chymiak and reviewed our current and future strategies for Wegener,” stated Troy Woodbury, President and CEO of Wegener Corporation. “As a result, we are pleased to announce that the solvency representation provision has been removed from the debt covenants of our loan agreement.  Our entire team is committed to the success of Wegener and Mr. Chymiak’s willingness to remove this covenant demonstrates his continued faith in our company and our ability to serve our customers.  His support is greatly appreciated by our board of directors, management, our dedicated employees and shareholders.”

Wegener Corporation will host a conference call on Monday, July 18, 2011, at 4:15 PM Eastern Time to discuss its fiscal third quarter financial results. To join the conference call, dial 877.299.4454 or 617.597.5447 for international dial in, and enter participant code 91971088. Wegener Corporation intends to discuss financial and other operational information on this conference call. In addition, this call is being webcast by Thomson/CCBN and can be accessed from the Company’s website at www.wegener.com.  It will be archived on WEGENER’s website at www.wegener.com and the replay will be available within one hour after the conference call.

ABOUT WEGENER

WEGENER® (Wegener Communications, Inc.), a wholly-owned subsidiary of Wegener Corporation (OTCQB: WGNR.PK), is an international provider of digital video and audio solutions for broadcast television, radio, telco, private and cable networks. With over 30 years experience in optimizing point-to-multipoint multimedia distribution over satellite, fiber, and IP networks, WEGENER offers a comprehensive product line that handles the scheduling, management and delivery of media rich content to multiple devices, including video screens, computers and audio devices.  WEGENER focuses on long- and short-term strategies for bandwidth savings, dynamic advertising, live events and affiliate management.

WEGENER’s product line includes: iPump® media servers for file-based and live broadcasts; COMPEL® Network Control and COMPEL® Conditional Access for dynamic command, monitoring and addressing of multi-site video, audio, and data networks; and the Unity® satellite media receivers for live radio and video broadcasts.  Applications served include:  digital signage, linear and file-based TV distribution, linear and file-based radio distribution, Nielsen rating information, broadcast news distribution, business music distribution, corporate communications, video and audio simulcasts.

WEGENER® can be reached at (770) 814-4000 or at www.wegener.com.

WEGENER, COMPEL, COMPEL CONTROL, iPUMP, MEDIAPLAN, UNITY, ASSURED FILE DELIVERY, PANDA, PROSWITCH, VIDATA, the stylized W-design logo (for WEGENER®), the stylized C-design logo (for Compel®) and the stylized PANDA design logo are all registered trademarks of WEGENER®.  All Rights Reserved.

This news release may contain forward-looking statements within the meaning of applicable securities laws, including the Private Securities Litigation Reform Act of 1995, and the Company intends that such forward-looking statements are subject to the safe harbors created thereby.  Forward-looking statements may be identified by words such as "believes," "expects," "projects," "plans," "anticipates," and similar expressions, and include, for example, statements relating to expectations regarding  future sales, income and cash flows.  Forward-looking statements are based upon the Company’s current expectations and assumptions, which are subject to a number of risks and uncertainties including, but not limited to:  customer acceptance and effectiveness of recently introduced products, development of additional business for the Company’s digital video and audio transmission product lines, effectiveness of the sales organization, the successful development and introduction of new products in the future, delays in the conversion by private and broadcast networks to next generation digital broadcast equipment, acceptance by various networks of standards for digital broadcasting, the Company’s liquidity position and capital resources, general market conditions which may not improve during fiscal year 2011 and beyond, and success of the Company’s research and development efforts aimed at developing new products.  Discussion of these and other risks and uncertainties are provided in detail in the Company’s periodic filings with the SEC, including the Company’s most recent Annual Report on Form 10-K.  Since these statements involve risks and uncertainties and are subject to change at any time, the Company’s actual results could differ materially from expected results.  Forward-looking statements speak only as of the date the statement was made.  The Company does not undertake any obligation to update any forward-looking statements.

______________________________________

INVESTOR RELATIONS CONTACT:

Jim Traicoff – CFO

Wegener Corporation

(770) 814-4000

FAX (770) 623-9648

info@wegener.com