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): ~~April~~June 425, ~~2008~~2009

DIGITAL LIGHTWAVE, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-31770

95-4313013

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

5775 Rio Vista Drive

Clearwater, Florida 33760

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (727) 442-6677

Not Applicable

(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):

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

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

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

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

ITEM 1.01.

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

~~The~~Borrowing From ~~disclosure~~Optel ~~set~~Capital, ~~forth~~LLC ~~below under Item 2.03 (Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant) is hereby incorporated by reference into this Item 1.01.~~

To fund its working capital requirements, Digital Lightwave, Inc. (the “Company”) borrowed $75,000 on June 25, 2009, and $213,000 on June 29, 2009, from Optel Capital, LLC (“Optel”), an entity controlled by the Company’s largest stockholder and current chairman of the board of directors, Dr. Bryan J. Zwan. The disclosure set forth below under Item 2.03 (Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant) is hereby incorporated by reference into this Item 1.01.

ITEM 2.03.

CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

OnThe ~~April~~Company borrowed $75,000 on June 425, ~~2008~~2009 and $213,000 ~~Digital~~on ~~Lightwave~~June 29, ~~Inc~~2009, from Optel to fund its working capital requirements. (Each loan is evidenced by a secured promissory note that bears interest at 10.0% per annum and is secured by a security interest in substantially all of the “Company”)’s assets. Principal and any accrued but unpaid interest under the secured promissory note is due and payable upon demand by Optel ~~Capital~~at any time after August 30, ~~LLC~~2009; ~~(“Optel”)~~provided, ~~entered~~however, ~~into~~that athe ~~Credit~~entire unpaid principal amount of the loan, together with accrued but unpaid interest, shall become immediately due and payable ~~Restructuring~~upon ~~Agreement~~demand (by Optel at any time on or following the ~~“Credit~~occurrence ~~Agreement”)~~of ~~pursuant~~any toof ~~which~~the following events: (a) the sale of all or substantially all of the Company’s ~~existing~~assets ~~indebtedness~~or, ~~owed~~subject to ~~Optel~~certain exceptions, ~~consisting~~any merger or consolidation of ~~approximately~~the ~~$28.0~~Company with ~~million~~or into another corporation; (b) the inability of ~~principal,~~the ~~that~~Company ~~bore~~to ~~interest~~pay atits ~~10%~~debts as they become due; (c) ~~per~~the ~~annum~~dissolution, ~~and accrued~~termination ~~interest~~of ~~thereon~~existence, or appointment of ~~approximately~~a ~~$7.7~~receiver, ~~million~~trustee or custodian, for all or any material part of ~~which~~the property ~~was~~of, ~~due~~assignment ~~and~~for ~~payable~~the ~~upon~~benefit ~~demand~~of creditors by, ~~Optel~~or the commencement of any proceeding by the Company under any reorganization, ~~was~~bankruptcy, ~~restructured~~arrangement, ~~and~~dissolution or liquidation law or statute of any jurisdiction, now or in the future in effect; (bd) ~~Optel~~the ~~agreed~~execution toby ~~make~~the Company of a ~~$2.5~~general ~~million~~assignment ~~revolving~~for ~~credit~~the ~~facility~~benefit ~~available~~of tocreditors; (e) the ~~Company.~~commencement ~~Optel~~of isany ~~controlled by~~proceeding ~~Dr. Bryan J.~~against ~~Zwan,~~ the Company’s ~~largest~~under ~~stockholder~~any ~~and~~reorganization, ~~chairman~~bankruptcy, ofarrangement, ~~the~~dissolution ~~board~~or liquidation law or statute of ~~directors.~~any ~~The~~jurisdiction, ~~Credit~~now ~~Agreement~~or ~~was~~in ~~approved~~the future in effect, which is not cured by the ~~Company’s~~dismissal ~~board~~thereof ofwithin ~~directors~~ninety ~~upon~~(90) days after the ~~unanimous~~date ~~recommendation~~commenced; or (f) the appointment of a ~~special~~receiver ~~committee~~or trustee to take possession of the property ~~board~~or ~~comprised~~assets ~~solely~~ of ~~independent~~the ~~directors~~Company.

~~Pursuant~~As toof ~~the~~June 29, ~~Credit Agreement~~2009, the ~~restructured~~Company ~~indebtedness~~owed isOptel ~~evidenced~~an byaggregate ~~a new secured convertible promissory note in the principal amount~~ of approximately $3538.72 million ~~(the “Restated Note”), and the revolving credit facility is evidenced by an additional secured convertible promissory note~~ in ~~the~~ principal ~~amount of $2~~.5 ~~million (the “New Commitment Note” and, together with the Restated Note, the “Notes”).~~ The indebtedness ~~Notes~~bears ~~bear~~ interest at a rate equal to London Interbank Offered Rate plus 1.0% per annum and ~~are~~is secured by substantially all the Company’s assets pursuant to an amended and restated security agreement (the “Security Agreement”). ~~Each~~Additionally, of the ~~Notes~~Company ~~requires~~owed ~~quarterly~~Optel ~~payments~~an aggregate of approximately $702,000, which is also secured by a first priority security interest ~~commencing~~in onsubstantially ~~June 30,~~all ~~2008,~~of the Company’s assets and ~~matures~~such ondebt ~~March~~accrues interest at a rate of 10.0% ~~31,~~per ~~2010~~annum. The maturity dates and corresponding payment schedules related to these obligations are as follows:

~~All~~• ~~the~~approximately ~~indebtedness~~$38.2 ~~evidenced~~million byin ~~the~~principal, ~~Notes~~which isrequires ~~convertible~~quarterly ~~into~~payments ~~common stock~~ of ~~the~~interest ~~Company~~commencing ~~at the option of Optel at any time following approval of the conversion feature by the disinterested stockholders (as described below) at a conversion price based~~ on ~~the~~June average trading price of the stock during the five-day period preceding the date of any conversion. The Company and Optel have made it a condition to the indebtedness evidenced by the Notes becoming convertible30, that the conversion feature be approved by the holders of a majority of the outstanding shares of common stock of the Company who are not affiliated with Optel or any of its affiliates at the Company’s 2009 annual meeting of stockholders. If such holders do not approve the conversion feature2008, ~~the outstanding debt~~ and ~~accrued~~mature ~~interest~~on ~~would~~March ~~immediately~~31, ~~become~~2010; ~~due~~ and ~~payable in full upon demand by Optel at any time after the stockholders’ meeting.~~

~~Pursuant~~• toapproximately a$414,000 ~~Registration Rights Agreement (the “Registration Rights Agreement”) entered into~~ in ~~connection~~principal, ~~with~~plus ~~the~~accrued ~~Credit~~interest ~~Agreement,~~which ~~the~~as ~~Company~~of ~~has~~June ~~agreed to file~~29, ~~upon~~2009 ~~written~~was ~~demand~~approximately ~~by Optel~~$11,000, ais ~~registration~~currently ~~statement~~due ~~covering~~and ~~the~~payable ~~resale~~on bydemand ~~Optel~~at ofany ~~the~~time; ~~shares of common stock issuable upon conversion of the Notes.~~ and

~~The~~• ~~Credit Agreement~~$75,000 ~~the~~in ~~Notes~~principal, ~~the~~plus ~~Security~~interest ~~Agreement,~~that ~~and~~accrues ~~the~~thereon ~~Registration~~after ~~Rights~~June ~~Agreement~~25, ~~are~~2009, ~~attached~~is asdue ~~exhibits~~and topayable ~~this Current Report~~ on ~~Form~~demand ~~8-K~~at ~~and~~any ~~are~~time ~~incorporated~~after ~~herein~~August by30, ~~reference.~~2009; ~~The foregoing summaries do not purport to be complete~~ and ~~are qualified in their entirety by reference to such documents.~~

•

$213,000 in principal, plus interest that accrues thereon after June 29, 2009, is due and payable on demand at any time after August 30, 2009.

If the Company is not able to obtain financing, it expects that it will not have sufficient cash to fund its working capital and capital expenditure requirements for the near term and will not have the resources required for the payment of its current liabilities when they become due. The Company’s ability to meet cash requirements and maintain sufficient liquidity over the next 12 months is dependent on the Company’s ability to obtain additional financing from funding sources which may include, but may not be limited to Optel. Optel currently is, and continues to be, the principal source of financing for the Company. The Company has not identified any funding source other than Optel that would be prepared to provide current or future financing to the Company.

The Company cannot assure that it will be able to obtain adequate financing, that it will achieve profitability or, if it achieves profitability that the profitability will be sustainable or that it will continue as a going concern. As a result, the Company’s independent registered public accounting firm has included an explanatory paragraph for a going concern in its report for the year ended December 31, 2008, that was included in the Company’s Annual Report on Form 10-K filed on March 31, 2009.

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS.

(a)

Financial Statements of Businesses Acquired.

Not applicable.

(b)

Pro Forma Financial Information.

Not applicable.

(c)

Exhibits.

10.1		Credit and Restructuring Agreement dated April 4, 2008, between Digital Lightwave, Inc. and Optel Capital, LLC.
10.2		Secured Convertible Promissory Note (Restated Note) dated April 4, 2008, issued by Digital Lightwave, Inc. to Optel Capital, LLC.
10.3		Secured Convertible Promissory Note (New Commitment Loans) dated April 4, 2008, issued by Digital Lightwave, Inc. to Optel Capital, LLC.
10.4		Amended and Restated Security Agreement dated April 4, 2008, between Digital Lightwave, Inc. and Optel Capital, LLC.
10.5		Registration Rights Agreement dated April 4, 2008, between Digital Lightwave, Inc. and Optel Capital, LLC.

10.1

Secured Promissory Note issued by Digital Lightwave, Inc. to Optel Capital, LLC on June 25, 2009.

10.2

Secured Promissory Note issued by Digital Lightwave, Inc. to Optel Capital, LLC on June 29, 20009.

SIGNATURES

Pursuant to the requirements of the Securities 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.

	~~DIGITAL LIGHTWAVE, INC.~~	DIGITAL LIGHTWAVE, INC.
Date: April 10, 2008	By:	/s/ Kenneth T. Myers
Date: July 1, 2009		By:	/s/ Kenneth T. Myers
		~~Kenneth T. Myers~~	Kenneth T. Myers
		~~President and Chief Executive Officer~~	President and Chief Executive Officer

Exhibit Index

Exhibit No.		Description
10.1		~~Credit~~Secured ~~and~~Promissory ~~Restructuring~~Note ~~Agreement~~issued ~~dated~~by ~~April 4, 2008, between the~~ Digital Lightwave, Inc. ~~and~~to Optel Capital, LLC on June 25, 2009.
10.2		Secured ~~Convertible~~ Promissory ~~Noted (Restated~~ Note) ~~dated April 4, 2008,~~ issued by ~~the~~ Digital Lightwave, Inc. to Optel Capital, LLC on June 29, 2009.
10.3		Secured Convertible Promissory Note (New Commitment Loans) dated April 4, 2008, issued by Digital Lightwave, Inc. to Optel Capital, LLC.
10.4		Amended and Restated Security Agreement dated April 4, 2008, between Digital Lightwave, Inc. and Optel Capital, LLC.
10.5		Registration Rights Agreement dated April 4, 2008, between Digital Lightwave, Inc. and Optel Capital, LLC.

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