15F-12G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 15F

CERTIFICATION OF A FOREIGN PRIVATE ISSUER’S TERMINATION OF REGISTRATION

OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE

ACT OF 1934 OR ITS TERMINATION OF THE DUTY TO FILE REPORTS UNDER

SECTION 13(a) OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 000-52663

VECIMA NETWORKS INC.

(Exact name of registrant as specified in its charter)

4210 Commerce Circle, Victoria, British Columbia, Canada V8Z 6N6

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Common shares

(Title of each class of securities covered by this Form)

Place an X in the appropriate box(es) to indicate the provision(s) relied upon to terminate the duty to file reports under the Securities Exchange Act of 1934:

Rule 12h-6(a) x	Rule 12h-6(d) x
(for equity securities)	(for successor registrants)
Rule 12h-6(c) o	Rule 12h-6(i) o
(for debt securities)	(for prior Form 15 filers)

PART I

Item 1. Exchange Act Reporting History

A.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 was deemed to be registered under Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) pursuant to Rule 12g-3(a). The Company also succeeded to Spectrum’s reporting obligations under Section 13(a) and Section 15(d) of the Exchange Act.

Spectrum first incurred its duty to file reports under Section 13(a) or Section 15(d) of the Exchange Act when it registered its class of common shares under Section 12(g) of the Exchange Act pursuant to a Form 20-F registration statement, which was filed on March 4, 1992 and became effective on May 3, 1992. Spectrum also apparently incurred a duty to file reports under Section 13(a) or Section 15(d) in connection with the following filings:

(1) A Form 8-A registration statement filed on July 1, 1992 to register Spectrum’s class of common shares under Section 12(b) for trading on the American Stock Exchange’s Emerging Company Marketplace, which became effective on August 30, 1992. It is our understanding that in June 1993 Spectrum’s shares were subsequently listed for trading on the Nasdaq National Market (which later became the Nasdaq Stock Market), where they traded until Spectrum voluntary delisted from the Nasdaq Stock Market on May 3, 2007, following the closing of the Company’s acquisition of Spectrum.

(2) A Form F-3 registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), on June 30, 1998 and subsequently amended several times, which was filed to register a total of 883,001 common shares for resale by two selling shareholders, and which we assume was made effective soon after the final amendment was filed on July 26, 1999.

(3) A Form S-8 registration statement filed on February 11, 2000 to register common shares for issuance under Spectrum’s employee stock purchase plan, which became effective upon filing.

B.The Company and its predecessor, Spectrum, have filed or submitted all reports required under Exchange Act Section 13(a) or Section 15(d) and corresponding Commission rules for the 12 months preceding the filing of this form. Spectrum filed at least one annual report under Section 13(a).

Item 2. Recent United States Market Activity

The Company has never sold securities in the United States in a registered offering under the Securities Act. The Company believes that, except for offerings of a type not required to be disclosed in this item, the Company’s predecessor, Spectrum, has never sold securities in the United States in a registered offering under the Securities Act.

Item 3. Foreign Listing and Primary Trading Market

A. The Company’s common shares are listed on the Toronto Stock Exchange (“TSX”) in Toronto, Ontario, Canada, which currently constitutes the primary trading market for the common shares.

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B. The Company’s common shares became listed on the TSX on November 14, 2005, and the Company has maintained this listing continuously since that date. Thus, the Company has maintained a listing of its common shares on the TSX for at least the 12 months preceding the filing of this form.

C. For the 12-month period from June 1, 2006 through May 31, 2007, the percentage of trading in the Company’s common shares on the TSX was 98.25% of the combined volume traded on the TSX and in the “Other OTC” market in the United States during that period (see Exhibit 99.1).

Item 4. Comparative Trading Volume Data

A. The first and last days of the 12-month period (the “12-Month Period”) used to meet the requirements of Rule 12h-6(a)(4)(i) are June 1, 2006 and May 31, 2007, respectively.

B. During the 12-Month Period, the average daily trading volume of the Company’s common shares on a worldwide basis was 15,810.2 (see Exhibit 99.1).

C. During the 12-Month Period, the percentage of the average daily trading volume of the Company’s common shares on a worldwide basis that was traded on the Other OTC market in the United States was 1.75% (see Exhibit 99.1).

D. The Company’s class of common shares has never been listed on a national securities exchange or inter-dealer quotation system in the United States; thus, the class of common shares has also never been delisted from a national securities exchange or inter-dealer quotation system in the United States.

E. Not applicable.

F. The trading volume data for the Company’s common shares on the TSX was provided by TSX Historical Data Access. The trading volume data for the Company’s common shares in the Other OTC market in the United States was provided by TSXconnect.

Item 5. Alternative Record Holder Information

Not applicable.

Item 6. Debt Securities

Not applicable.

Item 7. Notice Requirement

The Company issued a news release on June 29, 2007 with distribution in the United States via Canada NewsWire disclosing the Company’s intent to terminate its duty to file reports under Section 13(a) or Section 15(d) of the Exchange Act. A copy of the news release is attached to this form as Exhibit 99.2.

Item 8. Prior Form 15 Filers

Not applicable.

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PART II

Item 9. Rule 12g3-2(b) Exemption

Not applicable.

PART III

Item 10. Exhibits

Exhibit Number	Description of Exhibit
99.1	Average Daily Trading Volume of Vecima Networks Inc. Common Shares for the 12-Month Period Ended May 31, 2007
99.2	News Release: Vecima to File Form 15F to Terminate SEC Registration and Reporting Obligations

Item 11. Undertakings

The undersigned issuer hereby undertakes to withdraw this Form 15F if, at any time before the effectiveness of its termination of reporting under Rule 12h-6, it has actual knowledge of information that causes it reasonably to believe that, at the time of filing the Form 15F:

(1)	The average daily trading volume of its subject class of securities in the United States exceeded 5 percent of the average daily trading volume of that class of securities on a worldwide basis for the same recent 12-month period that the issuer used for purposes of Rule 12h-6(a)(4)(i);
(2)	Its subject class of securities was held of record by 300 or more United States residents or 300 or more persons worldwide, if proceeding under Rule 12h-6(a)(4)(ii) or Rule 12h-6(c); or
(3)	It otherwise did not qualify for termination of its Exchange Act reporting obligations under Rule 12h-6.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Vecima Networks Inc. has duly authorized the undersigned person to sign on its behalf this certification on Form 15F. In so doing, Vecima Networks Inc. certifies that, as represented on this Form, it has complied with all of the conditions set forth in Rule 12h-6 for terminating its registration under Section 12(g) of the Exchange Act, or its duty to file reports under Section 13(a) or Section 15(d) of the Exchange Act, or both.

	VECIMA NETWORKS INC.
Date: June 29, 2007	By:	/s/ Graham Carrothers
	Graham Carrothers
	Corporate Counsel and Secretary

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EX-99.1

EXHIBIT 99.1

Average Daily Trading Volume

of Vecima Networks Inc. Common Shares

for the 12-Month Period Ended May 31, 2007

	Total Trading Volume
Month	TSX		Other OTC		Combined
June 2006	198,937		6,452		205,389
July 2006	771,345		1,300		772,645
August 2006	61,860		-0-		61,860
September 2006	169,007		600		169,607
October 2006	501,014		6,200		507,214
November 2006	506,063		-0-		506,063
December 2006	305,106		1,500		306,606
January 2007	191,774		5,100		196,874
February 2007	454,782		10,800		465,582
March 2007	151,217		34,000		185,217
April 2007	267,618		-0-		267,618
May 2007	335,781		3,713		339,494
Total trading volume (12 months)	3,914,504		69,665		3,984,169
Days of trading	252		252		252
Average daily trading volume (ADTV)	15,533.7		276.5		15,810.2
Percentage of combined ADTV (worldwide)	98.25	%	1.75	%	100.0	%

Source of trading volume data:

TSX data was provided by TSX Historical Data Access

Other OTC data was provided by TSXconnect

EX-99.2

Exhibit 99.2

Vecima to File Form 15F to Terminate SEC Registration and Reporting Obligations

VICTORIA, BRITISH COLUMBIA – (June 29, 2007) – Vecima Networks Inc. (TSX:VCM) (“Vecima”) announces that it intends to file a Form 15F with the Securities and Exchange Commission (“SEC”) to terminate the registration of the company’s class of common shares under Section 12(g) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the company’s reporting obligations under Section 13(a) and Section 15(d) of the Exchange Act.

Vecima succeeded to Spectrum Signal Processing Inc.’s (“Spectrum’s”) Exchange Act registration and reporting obligations when Vecima acquired Spectrum on May 2, 2007. The passage of new Exchange Act Rule 12h-6 has enabled Vecima to apply to terminate its registration and reporting obligations with the SEC. Vecima determined this was advisable given the associated costs and the fact the company has no intention to pursue a US listing at this time. When Vecima files Form 15F, the company’s Exchange Act reporting obligations will be suspended immediately and will terminate within 90 days absent any objections by the SEC.

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, fibre to the home and IP video.

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.

Vecima Networks

Alan Brick, IRO

250 – 881- 1982

invest@vecimanetworks.com

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