-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FCjF4O9O8uBSt3JGWhibzATlpABXwGXlvW4+7Oi1vB/6Zg2A5fSRZC4uxj6GfF0E PLkNSdxrJpSwr3/YblubFQ== 0000950134-07-001687.txt : 20070131 0000950134-07-001687.hdr.sgml : 20070131 20070131161802 ACCESSION NUMBER: 0000950134-07-001687 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070131 DATE AS OF CHANGE: 20070131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STRATEX NETWORKS INC CENTRAL INDEX KEY: 0000812703 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 770016028 STATE OF INCORPORATION: DE FISCAL YEAR END: 0518 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-50820 FILM NUMBER: 07568357 BUSINESS ADDRESS: STREET 1: 170 ROSE ORCHARD WAY CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4089430777 MAIL ADDRESS: STREET 1: 170 ROSE ORCHARD WAY CITY: SAN JOSE STATE: CA ZIP: 95134 FORMER COMPANY: FORMER CONFORMED NAME: DMC STRATEX NETWORKS INC DATE OF NAME CHANGE: 20000810 FORMER COMPANY: FORMER CONFORMED NAME: DIGITAL MICROWAVE CORP /DE/ DATE OF NAME CHANGE: 19920703 POS AM 1 f26846a2posam.htm POST-EFFECTIVE AMENDMENT TO FORM S-3 posam
 

As filed with the Securities and Exchange Commission on January 31, 2007
Registration No. 333-50820
 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 2
to
Form S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
STRATEX NETWORKS, INC.
(Exact name of Registrant as specified in its Charter)
     
Delaware
(State or other Jurisdiction of
Incorporation or Organization) 		  77-0016028
(I.R.S. Employee
Identification Number)
Research Triangle Park
637 Davis Drive
Morrisville, North Carolina 27560
919-767-3256
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices)
Guy M. Campbell
Chief Executive Officer
Research Triangle Park
637 Davis Drive
Morrisville, North Carolina 27560
(919) 767-3256
(Name, Address, Including Zip Code, and Telephone Number
Including Area Code, of Agent For Service)
Copies to:
Juan Otero
General Counsel and Secretary
Research Triangle Park
637 Davis Drive
Morrisville, North Carolina 27560
(919) 767-3256
     Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement, as determined by the registrant.
     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. o
     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
     If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o
     If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
 
 

 

 

Deregistration of Securities
     This Post-Effective Amendment No. 2 relates to the Registration Statement on Form S-3 (File No. 333-50820) (as amended and supplemented, the “Registration Statement”) filed on November 28, 2000, with the Securities and Exchange Commission by Stratex Networks, Inc. (the “Registrant”), and as amended by Amendment No. 1 to Registration Statement on Form S-3 filed December 4, 2000. The Registration Statement registered for potential offer and sale by the Registrant (a) common stock, $.01 par value (“Common Stock”), of the Registrant; (b) debt securities of the Registrant; and (c) warrants to purchase Common Stock or debt securities of the Registrant. The Registration Statement registered an aggregate of $300,000,000 of securities of the Registrant.
     On January 26, 2007, pursuant to an Amended and Restated Formation, Contribution and Merger Agreement, dated as of December 18, 2006, among the Registrant, Harris Corporation, Stratex Merger Corp. (“Merger Sub”) and Harris Stratex Networks, Inc. (“Harris Stratex”), Merger Sub was merged with and into the Registrant, with the Registrant continuing as the surviving corporation (the “Merger”). Generally, at the effective time of the Merger, each outstanding share of Common Stock was converted into one-fourth of a share of Harris Stratex Class A common stock.
     As a result of the Merger, the Common Stock will no longer be publicly traded. Accordingly, all securities which remain unsold under the Registration Statement are hereby deregistered, including, without limitation, 2,156,780 shares of Common Stock issuable upon exercise of warrants registered thereunder. As a result of this deregistration, no securities remain registered for sale pursuant to the Registration Statement.

 

 

SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on January 31, 2007.
             
    STRATEX NETWORKS, INC.    
 
            
 
  By:         /s/Juan Otero
 
    
 
      Name: Juan Otero    
 
      Title: General Counsel and Secretary    
SIGNATURE PAGE
     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
/s/ Guy M. Campbell
 
   Chief Executive Officer; Director    January 31, 2007
Guy M. Campbell
  (Principal Executive Officer)    
 
        
/s/ Sarah A. Dudash
 
   Chief Financial Officer; Director     January 31, 2007
Sarah A. Dudash
  (Principal Financial Officer)    
 
        
/s/ Thomas H. Waechter
 
   Chief Operating Officer; Director   January 31, 2007
Thomas H. Waechter
        
 
        
/s/ Robert Kamenski
 
   Corporate Controller (Principal   January 31, 2007
Robert Kamenski
  Accounting Officer)    

 

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