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

AVIAT NETWORKS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-33278		20-5961564
(State or other jurisdiction		(Commission File		(I.R.S. Employer
of incorporation)		Number)		Identification No.)

637 Davis Drive
Morrisville, North Carolina 27560
(Address of principal executive offices, including zip code)

(919) 767-3250
(Registrant’s telephone number, including area code)

Harris Stratex Networks, Inc.
(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:

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))

 

 

TABLE OF CONTENTS

Item 5.03		Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year		3
Item 8.01		Other Events		3
Item 9.01		Financial Statements and Exhibits		3
SIGNATURE				4
EX-3.1
EX-99.1

Item 5.03 Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year.

	(i)		Effective January 27, 2010, Harris Stratex Networks, Inc. (the “Company”) changed its name to Aviat Networks, Inc. Pursuant to Section 253 of the Delaware General Corporation Law (the “DGCL”), the name change was effected by the merger of Aviat Networks, Inc., a wholly-owned subsidiary of the Company, with and into the Company (the “Merger”), with the Company being the surviving corporation. The Certificate of Ownership and Merger was filed with the Secretary of State of the State of Delaware on January 27, 2010. A copy of the Certificate of Ownership and Merger is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
	(ii)		Pursuant to Section 253 of the DGCL, such merger had the effect of amending the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to reflect the new legal name of the Company. Specifically, Article FIRST of the Company’s Certificate of Incorporation was amended to read in its entirety as follows: “ FIRST: The name of the corporation is Aviat Networks, Inc.” There were no other changes to the Company’s Certificate of Incorporation. A copy of the Certificate of Ownership and Merger is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
	(iii)		This merger and name change did not require stockholder approval and outstanding stock certificates of the Company are not affected by the change in name and need not be exchanged as they continue to be valid.
	(iv)		The Company’s common stock trades on the NASDAQ Global Market under the symbol “HSTX”, and effective January 29, 2010, will continue to trade under the new symbol “AVNW”. The CUSIP number has been changed to 05366Y102.

Item 8.01 Other Events.

     On January 28, 2010, the Company announced in a press release that it has changed its name to Aviat Networks, Inc. and its ticker symbol will change to “AVNW.” A copy of the Company’s press release containing this announcement is attached as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following are filed as Exhibits to this Report:

3.1		Certificate of Ownership and Merger Merging Aviat Networks, Inc. into Harris Stratex Networks Inc., effective January 27, 2010, as filed with the Delaware Secretary of State.
99.1		Press Release, dated January 28, 2010, entitled “Harris Stratex Changes Company name to Aviat Networks.”

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.

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

AVIAT NETWORKS, INC., A DELAWARE CORPORATION,

INTO

HARRIS STRATEX NETWORKS, INC., A DELAWARE CORPORATION

Pursuant to Section 253
of the General Corporation Law of the State of Delaware

January 27, 2010

     Harris Stratex Networks, Inc., a Delaware corporation (the “Parent Corporation”), does hereby certify as follows:

     FIRST: That the Parent Corporation was incorporated pursuant to the General Corporation Law of the State of Delaware (the “DGCL”).

     SECOND: That the Parent Corporation owns all of the issued and outstanding shares of the capital stock of Aviat Networks, Inc., a Delaware corporation (the “Subsidiary Corporation”).

     THIRD: That the Parent Corporation, by the resolutions duly adopted by its Board of Directors as of January 22, 2010 and attached hereto as Exhibit A, determined to merge the Subsidiary Corporation into itself (the “Merger”), with the Parent Corporation being the surviving corporation.

     FOURTH: That the Amended and Restated Certificate of Incorporation of Parent Corporation as in effect immediately prior to the Merger shall be the certificate of incorporation of the surviving corporation, except that Article First thereof shall be amended to read in its entirety as follows:

          “FIRST: The name of the Corporation is Aviat Networks, Inc.”

     FIFTH: That the merger of the Subsidiary Corporation into the Parent Corporation shall be effective as of the date and time of filing of this Certificate of Ownership and Merger with the Delaware Secretary of State.

[This space intentionally left blank]

     IN WITNESS WHEREOF, the Parent Corporation has caused this Certificate of Ownership and Merger to be signed as of the date first written above by a duly authorized officer, declaring that the facts stated herein are true.

Exhibit A

   Resolutions of the Board of Directors of Harris Stratex Networks, Inc., a Delaware corporation

     WHEREAS, Harris Stratex Networks, Inc., a Delaware corporation (the “Corporation”), owns all of the issued and outstanding shares of the capital stock of Aviat Networks, Inc., a Delaware corporation (the “Subsidiary”); and

     WHEREAS, the Board of Directors of the Corporation has deemed it advisable that the Subsidiary be merged with and into the Corporation pursuant to Section 253 of the General Corporation Law of the State of Delaware (the “DGCL”);

     NOW, THEREFORE, be it resolved as follows:

     RESOLVED, that, effective upon the filing of the Certificate of Ownership and Merger filed in respect thereof (the “Effective Time”), the Subsidiary shall be merged with and into the Corporation with the Corporation being the surviving corporation (the “Merger”);

     RESOLVED FURTHER, that it is intended that the Merger constitute a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and that these resolutions constitute a plan of reorganization within the meaning of Section 368 and the regulations thereunder;

     RESOLVED FURTHER, that, at any time prior to the Effective Time, the Merger may be amended, modified, terminated or abandoned by action of the Board of Directors of the Corporation;

     RESOLVED FURTHER, that pursuant to Section 259 of the DGCL, at the Effective Time, the separate existence of the Subsidiary shall cease, and the Corporation shall continue its existence as the surviving corporation of the Merger;

     RESOLVED FURTHER, that upon the Effective Time, the directors and officers of the Corporation, as constituted immediately prior to the Effective Time, shall continue to be the directors and officers of the Corporation;

     RESOLVED FURTHER, that by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding or treasury share of capital stock of the Corporation shall remain unchanged and continue to remain outstanding or held in treasury, respectively, as one share of capital stock of the Corporation, held by the person who was the holder of such share of capital stock of the Corporation immediately prior to the Merger and that each stock certificate evidencing ownership of shares of capital stock of the Corporation issued and outstanding immediately prior to the Effective Time shall continue to evidence ownership of such shares;

     RESOLVED FURTHER; that the form of certificate for fully paid and nonassessable shares of Common Stock, $0.01 par value per share, of the Corporation issued anytime after the Effective Time shall be in the form attached hereto as Annex A;

     RESOLVED FURTHER, that by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding share of common stock of the Subsidiary shall be cancelled and no consideration shall be issued in respect thereof;

     RESOLVED FURTHER, that, in connection with the Merger, the Board of Directors deems it desirable, advisable and in the best interest of the Corporation and its stockholders to change its corporate name to “Aviat Networks, Inc.”; and

     RESOLVED FURTHER, that, at the Effective Time, Article First of the Amended and Restated Certificate of Incorporation of the Corporation shall be amended to read in its entirety as follows:

     “FIRST: The name of the Corporation is Aviat Networks, Inc.”

     RESOLVED FURTHER, that each officer of the Corporation is authorized to make and execute a Certificate of Ownership and Merger setting forth a copy of these resolutions, and the date of adoption thereof, and to file the same in the office of the Secretary of State of the State of Delaware;

     RESOLVED FURTHER, that in connection with changing the Corporation’s name, each officer of the Corporation is authorized, in the name and on behalf of the Corporation, to enter into any agreements with the office of the Secretary of State of the State of Delaware, and to make and execute such additional certificates and to file the same in the office of the Secretary of State of the State of Delaware, in each case as may, in his or her judgment, be required or advisable;

     RESOLVED FURTHER, that in order for the Corporation to comply with all applicable regulations and requirements of federal, state, local and foreign governmental agencies and exchanges, each officer of the Corporation is authorized, in the name and on behalf of the Corporation, to prepare, execute and file or cause to be filed all reports, statements, documents, undertakings, commitments and information with any exchange or governmental agencies as may, in his or her judgment, be required or advisable in connection with the Merger or the Corporation’s name change;

     RESOLVED FURTHER, that, after the Effective Time, each officer of the Corporation is hereby authorized, in the name and on behalf of the Corporation, to prepare, execute and file a listing application or supplemental listing application, and such other documents, and to take such steps, as may be necessary or desirable, with the NASDAQ, the Depositary Trust Company and/or the Corporation’s transfer agent to reflect the change in the Corporation’s name and the CUSIP numbers of the Corporation’s securities;

     RESOLVED FURTHER, that in connection with changing the Corporation’s name, each officer of the Corporation is authorized, in the name and on behalf of the Corporation, to change the CUSIP numbers of the Corporation’s securities, to create a new corporate seal, to notify the Corporation’s stockholders and to give such notices to, and obtain such consents from, third parties, in each case as may, in his or her judgment, be required or advisable; and

     RESOLVED FURTHER, that, effective as of the Effective Time, each of the benefits plans and programs of the Corporation are hereby amended to replace each reference to “Harris Stratex Networks, Inc.” with “Aviat Networks, Inc.” to reflect the change in the Corporation’s name, including, but not limited to the following plans and programs of the Corporation:

	•		Harris Stratex Networks, Inc. 2007 Stock Equity Plan, as amended and restated
	•		Harris Stratex Networks, Inc., 2010 Employee Stock Purchase Plan

     RESOLVED FURTHER, that each officer of the Corporation is hereby authorized, in the name and on behalf of the Corporation, to sign, seal, execute, acknowledge, file, deliver and record all papers,

instruments, agreements, documents and certificates, and to pay all charges, fees, taxes and other expenses, from time to time necessary, desirable or appropriate to be done, signed, sealed, executed, acknowledged, filed, delivered, recorded or paid, under any applicable law, or otherwise, as may be necessary or desirable to effectuate the immediately preceding resolution and to make any other amendments or modifications to such identified plans and any other benefits plans or programs (including registration statements, trust agreements and any other related documents) maintained or sponsored by the Corporation or any of its affiliates to reflect the change in the Corporation’s name;

     RESOLVED FURTHER, that, after the Effective Time, each officer of the Corporation is hereby authorized, in the name and on behalf of the Corporation, to sign, seal, execute, acknowledge, file, deliver and record all papers, instruments, agreements, documents and certificate, and to pay all charges, fees, taxes and other expenses, from time to time necessary, desirable or appropriate to be done, signed, sealed, executed, acknowledged, filed, delivered, recorded or paid, under any applicable law, or otherwise, as may be necessary or desirable in order to change the names of the Corporation’s subsidiaries to reflect the change in the Corporation’s name;

     RESOLVED FURTHER, that all actions to be taken or heretofore taken by any officer of the Corporation in connection with any matter referred to or contemplated by any of the foregoing resolutions be, and they hereby are, approved, ratified and confirmed in all respects;

     RESOLVED FURTHER, that each officer of the Corporation is authorized to do all acts and things and to sign, seal, execute, acknowledge, file, deliver and record all papers, instruments, agreements, documents and certificates, and to pay all charges, fees, taxes and other expenses, from time to time necessary, desirable or appropriate to be done, signed, sealed, executed, acknowledged, filed, delivered, recorded or paid, under any applicable law, or otherwise, and to certify as having been adopted by this Board of Directors any form of resolution required by any law, regulation or agency, in order to effectuate the purpose of the foregoing resolutions or any of them or to carry out the transactions contemplated hereby.

Exhibit 99.1

637 Davis Drive
Morrisville, NC 27560 USA
phone 1-919-767-3230
www.aviatnetworks.com

Harris Stratex Changes Company Name to Aviat Networks

Name Selected to accentuate the Company’s Position
as the Wireless Expert in Solutions for Advanced IP Network Migration

RESEARCH TRIANGLE PARK, N.C. — January 28, 2010 — Marking the third anniversary of the merger between the Microwave Communications Division of Harris Corporation and Stratex Networks, Inc., Harris Stratex Networks, Inc. announced today that it has changed its name to Aviat Networks, Inc. Along with the name change, the Company’s ticker symbol will change to AVNW and its common stock will continue to trade on NASDAQ.

The new brand represents a culmination of the Company’s transformation over the last three years from that of a specialized microwave backhaul equipment supplier into a world-class provider of advanced IP wireless network solutions, with a comprehensive portfolio of migration solutions and lifecycle services. Today, Aviat Networks is ideally positioned to help operators successfully evolve their existing networks toward an all-IP broadband future, expand into untapped rural and remote markets, and capitalize on the explosive growth of mobile data traffic around the globe.

“Today’s unveiling of Aviat Networks marks a significant milestone in the evolution of our Company. The Aviat brand embodies our commitment to quality and innovative products, highly individualized services, operational excellence and industry leadership,” said Harald Braun, president and CEO of Aviat Networks. “In markets around the world, advancements in wireless network capacity have often been constrained because carriers are grappling with operational network limitations and cost-related challenges that historically haven’t been sufficiently addressed by telecom equipment vendors. Instead of ‘handshake’ assurances that do little to mitigate the perceived risk of IP migration, operators need practical and innovative solutions that help them bridge seamlessly from the legacy network of today to the network that will fuel their success in the future.

“LTE Ready” Wireless Backhaul Solutions The advent of new Smartphone technology and the deployment of 3^rd Generation Mobile Data technologies have resulted in an explosion in demand for mobile data. As a result, operators in the US and Europe are scrambling due to bottlenecks in their existing backhaul networks which have traditionally relied upon legacy

TDM technology and bandwidth limited leased copper lines. These operators must evolve their networks to all-IP to support the capacity, flexibility and operational costs needed to keep them competitive.

Aviat Networks leads the market with a wireless backhaul solution that supports all key migration features as well as scalable capacity sufficient to support the needs of LTE networks. Braun expanded, “Our wireless solutions enable operators to transform their network to solve the current capacity crunch, provide a smooth migration path to LTE, as well as protect existing investments and service commitments supported by their existing network. Operators in other parts of the world also rely on our solution to efficiently extend their 2G and 3G networks to provide national coverage in the most demanding environments.”

“Around half the world’s 2G and 3G cell sites are already served by microwave backhaul”, said Patrick Donegan, Senior Analyst, Heavy Reading. “With the rise of mobile broadband and the upcoming transition to 4G LTE and WiMAX, a major new wave of investment in microwave equipment is underway in emerging markets like Africa as well as mature markets like North America and on the part of established wireless operators as well as new entrants.”

Enabling Broadband Access in Emerging Markets and Underserved Communities

Broadband is increasingly regarded as an essential utility for economic growth and social and political stability. Fueled by new business models and government incentive programs, operators are deploying and expanding into the rural and underdeveloped areas of Africa, Asia, Middle East, and the Americas. Braun explained, “But it’s not without challenges given significant differences in the local government, economy, demographics, terrain and existing network infrastructure, including limited spectrum availability. Building networks in these environments takes skill, understanding and experience, as well as working closely by the side of our customers all the way.”

“Aviat Networks has been instrumental in helping our company to successfully deliver broadband Internet access to un-served and underserved communities. Their comprehensive and flexible set of solutions has enabled us to reduce our operational costs while providing a high-quality, high-speed network,” said Bill Beans Jr., founder and chief executive officer, Open Range Communications.

From fixed networks to broadband mobility, from TDM to all Ethernet/IP, from public to private, from planning to managed services, from the core to the edge — Aviat Networks is helping operators create, expand and manage the best networks for their markets and their bottom lines.

Launch Details and Links

For more information and materials about today’s launch, please see the following web sites:

Aviat Networks Site — www.aviatnetworks.com

Live Webcast of NASDAQ Opening Bell — www.nasdaq.com/about/marketsitetowervideo.asx

Online Newsroom — http://aviat.eventnewscenter.com

Twitter — www.twitter.com/aviatnetworks.com

YouTube — http://www.youtube.com/aviatnetworks

About Aviat Networks

Aviat Networks, Inc. (NASDAQ: AVNW), previously known as Harris Stratex Networks, Inc., is the wireless expert in advanced IP network migration, building the foundation for the 4G/LTE broadband future. We offer best-of-breed transformational wireless solutions, including LTE-ready microwave backhaul, WiMAX access and a complete portfolio of essential service options that enable wireless public and private telecommunications operators to deliver advanced data, voice, video and mobility services around the world. Aviat is agile and adaptive and anticipates what’s coming to help our customers make the right choices. Our products and services are designed for flexible evolution, no matter what the future brings. With global reach and local presence on the ground, we work by the side of our customers allowing them to quickly and cost effectively seize new market and service opportunities while managing migration towards an all- IP future. For more information, please visit www.aviatnetworks.com or join the dialogue at www.twitter.com/aviatnetworks.

MEDIA CONTACTS:

	•		North America: Scott Smith, Aviat Networks, 408-438-3408, scott.smith@aviatnet.com
	•		UK/Europe and Middle East: Lauren Wood, 44(0) 7766 760 777, laurenw@noiseworks.com
	•		Asia-Pacific and all Other International: Erica Smith, 415-830-4530 erica.smith@sonuspr.com

INVESTOR CONTACT:

•

Mary McGowan, Summit IR Group Inc., 408-404-5401, mary@summitirgroup.com