8-K12G3

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):

May 2, 2007

Vecima Networks Inc.

(Exact name of Registrant as specified in its charter)

Canada

(State or other jurisdiction of incorporation) 

To be assigned	Not applicable
(Commission File Number)	(IRS Employer Identification No.)
4210 Commerce Circle
Victoria, British Columbia	V8Z 6N6
(Address of principal executive offices)	(Postal Code)

Registrant’s telephone number, including area code: (250) 881-1982

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))

Securities and Exchange Commission

Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

For the Month of May 2007

Commission File Number: To be assigned

Vecima Networks Inc.

(Translation of registrant’s name into English)

4210 Commerce Circle

Victoria, British Columbia V8Z 6N6

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x        Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):   o

Note:  Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):   o

Note:  Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o       No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):   82-             

2

Successor Registrant

On May 2, 2007, Vecima Networks Inc. (the “Company”) completed the acquisition of all of the issued and outstanding common shares of Spectrum Signal Processing Inc. (“Spectrum”) for a total purchase price of approximately CDN$18.3 million, made up of 820,000 common shares of the Company and approximately CDN$10.1 million in cash. As a result of this acquisition, Spectrum became a wholly-owned subsidiary of the Company, and the Company’s class of common shares is deemed to be registered under Section 12(g) of the Securities Exchange Act of 1934 (the “1934 Act”), pursuant to Rule 12g-3(a). This report is being filed under cover of Form 8-K to satisfy the requirements of Rule 12g-3(f) and to provide information required to be submitted by the Company on Form 6-K regarding the acquisition of Spectrum.

Before the acquisition, Spectrum’s shares traded on The Toronto Stock Exchange and on the NASDAQ Stock Market. The Company’s common shares trade on The Toronto Stock Exchange (TSX:VCM). The Company qualifies as a foreign private issuer under 1934 Act rules. Currently there is no active trading market in the United States for the Company’s shares, and the Company does not intend to list its shares on any U.S. exchange.

About Vecima Networks

Vecima Networks Inc. designs, manufactures and sells products that enable broadband access to cable, wireless and telephony networks. Our hardware products incorporate original embedded software to meet the complex requirements of next-generation, high-speed digital networks. Service providers use our solutions to deliver services to a converging worldwide broadband market, including what are commonly known as “triple play” (voice, video and data) and “quadruple play” (voice, video, data and wireless) services. Our solutions allow service providers to rapidly and cost-effectively bridge the final network segment that connects the system directly to end users, commonly referred to as “the last mile”, by overcoming the bottleneck resulting from insufficient carrying capacity in legacy, last mile infrastructures. Our products are directed at three principal markets: Data over Cable, Broadband Wireless and Digital Video. We have also developed and continue to focus on developing products to address emerging markets such as Voice over Internet Protocol, fiber to the home and IP video. For more information, please visit our website at www.vecimanetworks.com.

Forward-Looking Statements

Certain statements in this report may constitute forward-looking statements which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this report, such statements are generally identified by the use of such words as “may”, “expect”, “believe”, “plan”, “intend” and other similar terminology. These statements reflect our current expectations regarding future events and operating performance and speak only as of the date of this report. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors including, but not limited to, the factors discussed under “Risk Factors” in our Annual Information Form dated September 27, 2006 available on SEDAR (www.sedar.com), could cause actual results to differ materially from the results discussed in the forward-looking statements. Although the forward-looking statements contained in this report are based upon what our management believes are reasonable assumptions, we cannot assure investors that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this report, and we assume no obligation to update or revise them to reflect new events or circumstances.

3

EXHIBIT INDEX

The following documents are furnished with this report:

Exhibit	Description
99.1	News release dated May 2, 2007
99.2	Material change report dated May 9, 2007
99.3	Business acquisition report dated May 9, 2007
99.4	Notice of change in corporate structure dated May 14, 2007

4

SIGNATURES

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, thereunto duly authorized.

	VECIMA NETWORKS INC.
	By:	/s/ Graham Carrothers
		Graham Carrothers
		Corporate Counsel and Secretary
Dated: May 25, 2007

5

EX-99.1

Exhibit 99.1

Vecima Completes Purchase of Spectrum Signal Processing

VICTORIA, BRITISH COLUMBIA – (May 2, 2007) – Vecima Networks Inc. (“Vecima”) (TSX:VCM) is pleased to announce that it has completed the acquisition of all of the issued and outstanding common shares of Spectrum Signal Processing Inc. (“Spectrum”) for a total purchase price of approximately $18.3 million, made up of 820,000 Vecima shares and approximately $10.1 million in cash.

The statutory plan of arrangement (the “Arrangement”), announced on February 16, 2007, involving Spectrum, its shareholders and Vecima, was approved by the Supreme Court of British Columbia on April 27, 2007 and by the Committee on Foreign Investments in the United States (CFIUS) on April 26, 2007. More than 92% of Spectrum shareholders represented at its special meeting held on April 20, 2007 voted to approve the Arrangement.

“Spectrum’s shareholder vote clearly demonstrated strong support in favor of this Arrangement that fuses two powerful technological portfolios to enhance our position and opportunities in the emerging WiMAX market. The strategic fit of Spectrum’s compelling product portfolio focused at the commercial and defense broadband wireless markets advantageously positions Vecima to deliver the power and security of software-defined radio technologies to the commercial broadband wireless market,” stated Dr. Surinder Kumar, President and Chief Executive of Vecima. “In addition, the Arrangement allows us to bring Vecima’s portfolio of last-mile wireless solutions to Spectrum’s current market.”

Both Spectrum’s and Vecima’s product portfolios are powered at their core by field programmable gate array chips, digital signal processing chips, and general purpose processors running software tailored to broadband wireless communications.

In addition to the defense market, Vecima intends to target high growth commercial markets such as the public safety, homeland security, satellite communications, and broadband wireless markets which demand a configurable software radio solution to enable the various agencies to communicate in an interoperable manner.

“Vecima has a solid strategic plan to bring Spectrum’s financial results into alignment with our historical profit model in the near term by taking advantage of a single exchange listing and streamlining administrative expenses through economies of scale,” said Dr. Kumar. “We are pleased to

see so many Spectrum shareholders elect to receive Vecima shares and look forward to building upon Vecima’s track record of 19 consecutive years of profitability.”

Vecima reiterates its expectation that the acquisition will be immediately accretive to revenues.

About Vecima Networks

Vecima Networks Inc. (TSX:VCM) designs, manufactures and sells products that enable broadband access to cable, wireless and telephony networks. Vecima’s hardware products incorporate original embedded software to meet the complex requirements of next-generation, high-speed digital networks. Service providers use Vecima’s solutions to deliver services to a converging worldwide broadband market, including what are commonly known as “triple play” (voice, video and data) and “quadruple play” (voice, video, data and wireless) services. Vecima’s solutions allow service providers to rapidly and cost-effectively bridge the final network segment that connects the system directly to end users, commonly referred to as “the last mile”, by overcoming the bottleneck resulting from insufficient carrying capacity in legacy, last mile infrastructures. Vecima’s products are directed at three principal markets: Data over Cable, Broadband Wireless and Digital Video. The Company has also developed and continues to focus on developing products to address emerging markets such as Voice over Internet Protocol, fiber to the home and IP video. For more information on Vecima, please visit www.vecimanetworks.com.

Forward-Looking Statements

Certain statements in this news release may constitute forward-looking statements which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this news release, such statements are generally identified by the use of such words as “may”, “will”, “expect”, “believe”, “plan”, “intend” and other similar terminology. These statements reflect Vecima’s current expectations regarding future events and operating performance and speak only as of the date of this news release. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors including, but not limited to, the factors discussed under “Risk Factors” in the Company’s Annual Information Form dated September 27, 2006 available on SEDAR (www.sedar.com), could cause actual results to differ materially from the results discussed in the forward-looking statements. Although the forward-looking statements contained in this news release are based upon what management of the Company believes are reasonable assumptions, the Company cannot assure investors that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this news release, and the Company assumes no obligation to update or revise them to reflect new events or circumstances.

FOR FURTHER INFORMATION PLEASE CONTACT:

Vecima Networks Inc.

Alan Brick

Investor Relations Officer

(250) 881- 1982

invest@vecimanetworks.com

www.vecimanetworks.com

##

EX-99.2

Exhibit 99.2

Form 51-102F3
Material Change Report

1.Name and Address of Company

Vecima Networks Inc. (“Vecima”)
4210 Commerce Circle
Victoria, British Columbia
V8Z 6N6

2.Date of Material Change

May 2, 2007

3.News Release

A news release was disseminated by Vecima through Canada Newswire on May 2, 2007.

4.Summary of Material Change

Vecima has completed its previously-announced acquisition of all of the outstanding common shares of Spectrum Signal Processing Inc. (“Spectrum”) pursuant to a statutory plan of arrangement (the “Arrangement”).

5.Full Description of Material Change

On May 2, 2007, Vecima completed the acquisition of all of the issued and outstanding common shares of Spectrum pursuant to the Arrangement for the equivalent of $0.8939 per Spectrum share, for a total purchase price of approximately $18.3 million, made up of 820,000 common shares of Vecima and approximately $10.1 million in cash.

Also pursuant to the Arrangement, outstanding options and warrants to purchase Spectrum shares were replaced by financially equivalent options and warrants to purchase a total of 322,621 common shares of Vecima.

Spectrum’s common shares have been de-listed from the Toronto Stock Exchange and the NASDAQ Stock Market, and Vecima will apply for an order of the applicable securities regulatory authorities that Spectrum be deemed to have ceased to be a reporting issuer.  Pursuant to the agreement between Vecima and Spectrum providing for the Arrangement, Vecima has agreed to amalgamate with Spectrum by no later than December 31, 2007.

6.Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

7.Omitted Information

Not applicable.

8.Executive Officer

The following senior officer may be contacted for further information in connection with this material change:

J. Michael Barry
Chief Financial Officer
Vecima Networks Inc.
4210 Commerce Circle
Victoria, British Columbia
V8Z 6N6
Telephone:  (250) 881-1982
Facsimile:  (250) 881-1974

9.Date of Material Change Report

May 9, 2007.

VECIMA NETWORKS INC.

Per J. Michael Barry, Chief Financial Officer

EX-99.3

Exhibit 99.3

VECIMA NETWORKS INC.

FORM 51-102F4

BUSINESS ACQUISITION REPORT

Item 1.Identity of Company

1.1Name and Address of Company

Vecima Networks Inc. (“Vecima”)

4210 Commerce Circle

Victoria, British Columbia

V8Z 6N6

1.2Executive Officer

For further information contact:

Graham Carrothers, Corporate Counsel and Secretary

Telephone:250.881.1982

Fax:250.881.1974

Item 2.Details of Acquisition

2.1Nature of Business Acquired

On May 2, 2007, Vecima completed the acquisition (the “Acquisition”) of all of the issued and outstanding shares (the “Shares”) of Spectrum Signal Processing Inc. (“Spectrum”) pursuant to a statutory plan of arrangement conducted pursuant to the provisions of the Business Corporations Act (British Columbia).

Spectrum is a leading supplier of software-defined radio products, which allow users to communicate securely between an array of fixed and mobile platforms ranging from aircraft and surface vehicles to semi-permanent and permanent command centres.  Target applications for Spectrum’s products and services include military communications, public safety, signals intelligence, surveillance, electronic warfare and satellite communications.  Spectrum’s wholly-owned subsidiary, Spectrum Signal Processing (USA) Inc., provides applications engineering services and modified commercial off-the-shelf platforms to the United States Government and its allies and prime contractors.

2.2Date of Acquisition

The date of acquisition for accounting purposes is May 2, 2007.

2.3Consideration

Vecima purchased the Shares for total consideration of approximately $18.3 million, consisting of 820,000 common shares of Vecima and approximately $10.1 million in cash.  Vecima also acquired all outstanding options and warrants to purchase Spectrum shares in exchange for financially-equivalent options and warrants to purchase a total of 322,621 common shares of Vecima.  Vecima financed the cash portion of the consideration from cash on hand.

2.4Effect on Financial Position

The Acquisition is not expected to have a significant effect on Vecima’s results of operations or financial position.  Vecima expects to amalgamate with Spectrum under the Canada Business Corporations Act on or about June 30, 2007, which is Vecima’s fiscal year-end.  The amalgamated company will continue to be called “Vecima Networks Inc.”, and there will be no change in Vecima’s annual or interim financial reporting periods as a result of the planned amalgamation.

2.5Prior Valuations

No valuation opinion was obtained or required by securities legislation or a Canadian exchange or market to be obtained by Spectrum or Vecima to support the consideration paid in the Acquisition.

2.6Parties to the Transaction

The parties to the Acquisition were entirely at arm’s length with one another.

2.7Date of Report

May 9, 2007

Item 3.Financial Statements

The audited annual financial statements of Spectrum for the years ended December 31, 2006 and 2005, which may be found under Spectrum’s name on SEDAR at www.sedar.com, are incorporated herein by reference.   Spectrum’s auditors have not given their consent to the inclusion of their audit report in this report.

The unaudited interim financial statements of Spectrum for the three months ended March 31, 2007 and 2006, which may be found under Spectrum’s name on SEDAR at www.sedar.com, are incorporated herein by reference.

2

The unaudited pro forma consolidated financial statements of Vecima giving effect to the Acquisition attached as Appendix F to Spectrum’s management information circular dated March 23, 2007 sent to Spectrum’s shareholders in connection with the Acquisition, which may be found under Spectrum’s name on SEDAR at www.sedar.com, are incorporated herein by reference.

VECIMA NETWORKS INC.

Per J. Michael Barry, Chief Financial Officer

3

EX-99.4

Exhibit 99.4

NOTICE OF CHANGE IN CORPORATE STRUCTURE
pursuant to
SECTION 4.9 OF NATIONAL INSTRUMENT 51-102

(a)Parties to the transaction:

Vecima Networks Inc. (“Vecima” or the “Issuer”) and the Issuer’s now wholly-owned subsidiary, Spectrum Signal Processing Inc. (“Spectrum”) were the parties to the transaction.

(b)A description of the transaction:

On May 2, 2007, pursuant to a plan of arrangement under the Business Corporations Act (British Columbia), Vecima acquired ownership and control of 20,488,425 common shares (“Spectrum Shares”) of Spectrum Signal Processing Inc. (“Spectrum”), being all of the issued and outstanding shares of Spectrum.  Spectrum is now a wholly-owned subsidiary of Vecima.  The Spectrum Shares have since been de-listed from the Toronto Stock Exchange and from the NASDAQ Stock Market.  Spectrum is a reporting issuer in each of the provinces of British Columbia, Alberta, Ontario and Quebec, but has applied to the securities regulatory authorities to cease to be a reporting issuer in each such jurisdiction.

(c)The effective date of the transaction:

The effective date of the arrangement was May 2, 2007.

(d)The names of each party that ceased to be a reporting issuer subsequent to the transaction and of each continuing entity:

Spectrum will cease to be a reporting issuer as noted in paragraph (b) above.  Each of Vecima and Spectrum is a continuing entity, Spectrum being the wholly-owned subsidiary of Vecima.

(e)The date of the reporting issuer’s first financial year end subsequent to the transaction if paragraph 4.9(a) or subparagraph 4.9(b)(ii) of National Instrument 51-102 applies:

Not Applicable.

(f)The periods, including the comparative periods, if any, of the interim and annual financial statements required to be filed for the reporting issuer’s first financial year subsequent to the transaction if paragraph 4.9(a) or subparagraph 4.9(b)(ii) of National Instrument 51-102 applies:

Not Applicable.

(g)What documents were filed under National Instrument 51-102 that described the transaction and where those documents can be found in electronic format if paragraph 4.9(a) or subparagraph 4.9(b)(ii) of National Instrument 51-102 applies:

Not Applicable.

DATED May 14, 2007.
VECIMA NETWORKS INC.
Per:	/s/ Graham Carrothers
Name:  Graham Carrothers
Title:    Corporate Counsel and Secretary