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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): January 7, 2009
HARRIS STRATEX NETWORKS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-33278
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20-5961564 |
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(State or other jurisdiction
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(Commission File
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(I.R.S. Employer |
of incorporation)
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Number)
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Identification No.) |
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Address of principal executive offices:
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637 Davis Drive, Morrisville, NC 27560 |
Registrants telephone number, including area code:
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(919) 767- 3250 |
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02. |
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Results of Operations and Financial Condition. |
On January 7, 2009, Harris Stratex Networks, Inc. (Harris Stratex or the Company) issued a
press release confirming revenue guidance for the second quarter
ended January 2, 2009. The Company also announced it has commenced an interim review of goodwill
and other indefinite-lived intangible assets for impairment, and expects to record a non-cash
charge to write down a significant portion of these assets as of the end of the second quarter. A
copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference in response to this item. In addition, the information provided in
response to Item 2.06, below, is incorporated by reference in response to this item.
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Item 2.06. |
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Material Impairments. |
On January 7, 2009, the Company determined that based on the current global economic
environment and the decline in the Companys market valuation, it is likely that the fair value of
one or more of its reporting units has been reduced below its carrying value. As a result, the
Company has commenced an interim review of goodwill and other indefinite-lived intangible assets
for impairment, and expects to record a non-cash charge to write down a significant portion of
these assets as of the end of its fiscal quarter ended January 2, 2009. As of September 28, 2008, the balance of goodwill and other indefinite-lived
intangible assets totaled $316 million, and relates primarily to the goodwill recorded in
connection with the combination of Stratex Networks, Inc. and the Microwave Communications Division
of Harris Corporation.
Though the goodwill impairment testing is not yet completed, it is the view of the Companys
management that a significant portion of the $316 million of goodwill and other indefinite-lived
intangible assets on the Companys balance sheet will be impaired as of the end of its fiscal
quarter ended January 2, 2009.
As of the time of this filing, the impairment review has not been completed, and therefore the
Company is unable in good faith to make a determination of an estimate of the amount or range of
amounts of the impairment charge. The Company will disclose such an estimate in a future filing
with the Securities and Exchange Commission. Such impairment of goodwill and other indefinite-lived
intangible assets will be included in the Companys consolidated financial results as of and for
the fiscal quarter ended January 2, 2009. The Company will not be required to make any current or
future cash expenditures as a result of these impairments.
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Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibit is furnished herewith:
99.1 Press Release, issued by Harris Stratex Networks, Inc. on January 7, 2009 (furnished pursuant to Item 2.02).
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.
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HARRIS STRATEX NETWORKS, INC.
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Dated: January 7, 2009 |
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/s/ Sarah A. Dudash
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Name: |
Sarah A. Dudash |
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Title: |
Senior Vice President and Chief Financial
Officer |
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exv99w1
Exhibit 99.1
637 Davis Drive
Morrisville, NC 27560 USA
phone 1-919-767-3230
fax 1-919-767-3233
www.harrisstratex.com
Harris Stratex Networks Confirms Second Quarter Revenue
Guidance
Company announces interim impairment testing for goodwill
RESEARCH TRIANGLE PARK, N.C., January 7, 2009 Harris Stratex Networks, Inc. (NASDAQ: HSTX), a
leading specialist in backhaul solutions for mobility and broadband networks, today confirmed
revenue guidance for its second quarter ended January 2, 2009. The company anticipates that
revenue will be between $185 million and $195 million, as provided in the companys October 29,
2008 earnings press release.
The company also announced that based on the current global economic environment and the decline in
the companys market valuation, it is likely that the fair value of one or more of its reporting
units has been reduced below its carrying value. As a result, the company has commenced an interim
review of goodwill and other indefinite-lived assets for impairment, and expects to record a
non-cash charge to write down a significant portion of these assets as of the end of the second
quarter. As of September 28, 2008, the balance of goodwill and other indefinite-lived intangible
assets totaled $316 million, and relates primarily to the goodwill recorded in connection with the
combination of Stratex Networks, Inc. and the Microwave Communications Division of Harris
Corporation.
Our companys value proposition in mobility networks remains strong, and we see the primary growth
drivers of our business as fundamentally in place, said Harald Braun, president and chief
executive officer of Harris Stratex Networks. We continue to
execute our strategy and are focused on meeting the demands for wireless infrastructure build-outs and the growing need for
higher-capacity IP applications.
Regular Financial Results Conference Call on February 4
Harris Stratex Networks will host a conference call on Wednesday, February 4th to
discuss the companys financial results at 5:30 p.m. Eastern Time. Those wishing to join the call
should dial 303-262-2137 (no pass code required) at approximately 5:20 p.m. A replay of the call
will be available starting one hour after the calls completion until February 11. To access the
replay, dial 303-590-3000 (pass code: 11124334 #). A live and archived webcast of the conference
call will also be available via the companys Web site at
www.HarrisStratex.com/investors/conference-call.
About Harris Stratex Networks, Inc.
Harris Stratex Networks, Inc. is a leading specialist in backhaul solutions for mobility and
broadband networks. The company offers reliable, flexible and scalable wireless network solutions,
backed by comprehensive professional services and support. Harris Stratex Networks serves all
global markets, including mobile network operators, public safety agencies, private network
operators, utility and transportation companies, government agencies and broadcasters. Customers in
more than 135 countries depend on Harris Stratex Networks to build, expand and upgrade their voice,
data and video solutions. Harris Stratex Networks is recognized around the world for innovative,
best-in-class wireless networking solutions and services. For more information, visit
www.HarrisStratex.com.
Forward-Looking Statements
The information contained in this document includes forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995, Section 21E of the Securities Exchange Act
and Section 27A of the Securities Act. All statements, trend analyses and other information
contained herein about the markets for the services and products of Harris Stratex Networks and
trends in revenue, as well as other statements identified by the use of forward-looking
terminology, including anticipated, believe, plan, estimate, expect, goal, will,
see, continues, delivering, view, and intend, or the negative of these terms or other
similar expressions, constitute forward-looking statements. These forward-looking statements are
based on estimates reflecting the current beliefs of the senior management of Harris Stratex
Networks. These forward-looking statements involve a number of risks and uncertainties that could
cause actual results to differ materially from those suggested by the forward-looking statements.
Forward-looking statements should therefore be considered in light of various important factors, including those set forth in
this document. Important factors that could cause actual results to differ materially from
estimates or projections contained in the forward-looking statements include the following:
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downturn in the global economy affecting customer spend; |
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continued price erosion as a result of increased competition in the
microwave transmission industry; |
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the volume, timing and customer, product and geographic mix of our
product orders may have an impact on our operating results; |
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the ability to achieve business plans for Harris Stratex Networks; |
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the ability to manage and maintain key customer relationships; |
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the ability to maintain projected product rollouts, product
functionality, anticipated cost reductions or market acceptance of planned
products; |
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future costs or expenses related to litigation; |
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the ability of our subcontractors to perform or our key suppliers to
manufacture or deliver material; |
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customers may not pay for products or services in a timely manner, or
at all; |
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the failure of Harris Stratex Networks to protect its intellectual
property rights and its ability to defend itself against intellectual property
infringement claims by others; |
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currency and interest rate risks; |
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the impact of political, economic and geographic risks on international sales; |
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the impact of slowing growth in the wireless telecommunications market
combined with supplier and operator consolidations; |
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our ability to remediate our material weaknesses in internal control. |
For more information regarding the risks and uncertainties for our business, see Risk Factors in
our form 10-K filed with the U.S. Securities and Exchange Commission (SEC) on September 25, 2008
as well as other reports filed by Harris Stratex Networks with the SEC from time to time. Harris
Stratex Networks undertakes no obligation to update publicly any forward-looking statement for any
reason, except as required by law, even as new information becomes available or other events occur
in the future.
CONTACTS:
Investors: Mary McGowan, Summit IR Group Inc., 408-404-5401, mary@summitirgroup.com
Media: Cynthia Johnson, Harris Stratex Networks, Inc., 919-767-3323, cynthia.johnson@hstx.com