SEC Comment Letter for AVIAT NETWORKS, INC. (AVNW) (CIK 0001377789) (AVNW) — Dec 22, 2006
AVIAT NETWORKS, INC. (AVNW) (CIK 0001377789)
Date: Dec. 22, 2006 · CIK: 0001377789 · Accession: 0000000000-06-062784
AI Filing Summary & Sentiment
File numbers found in text: 333-137980
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 3720 December 22, 2006 Guy M. Campbell Chief Executive Officer Harris Stratex Networks, Inc. 1025 West NASA Boulevard Melbourne, Florida 32919
RE: Harris Stratex Networks, Inc. Registration Statement on Form S-4/A Filed on December 19, 2006 File No. 333-137980
Dear Mr. Campbell:
We have reviewed your filing and have the following comments. Where indicated, we think you should re vise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. Af ter reviewing this information, we may or may not raise additional comments.
Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Prospectus Cover Page – To Our Stockholders 1. We reissue prior comment one as it app ears from your courtesy copy that the cover page exceeds one page.
Guy M. Campbell Harris Stratex Networks, Inc. December 22, 2006 Page 2 2. We reference your revisions in response to our prior comment two stating that the actual number of shares to be issued in the merger and combination will not be known until the effective time because “ it will depend upon the number of shares of Stratex common stock outstanding and underlying options and warrants.” Please advise us under what circumstances Stratex may issue shares of common stock outside of those shares underlyi ng options and warrants, which shares would be considered in your calculation of the number of shares to be exchanged in the merger. We may have furt her comment based upon your response.
Background of the Transaction – page 53 3. We note your response to comment seven, a nd the statement that disclosure of partial or draft forms of the informa tion contained in Bear Stearns’ fairness opinion is not material to i nvestors. Please disregard our prior reference to Rule 13e-3. Nevertheless, it appears that the pr eliminary presentations are “referred to in the prospectus” within the meaning of It em 4(b) of Form S-4. Please advise us further why you believe that these prelim inary presentations are not materially related to the transaction, given your statement on page 54 that Bear Stearns on April 19, 2006 “presented preliminary material relevant to the possible combination of Stratex’s and the Mi crowave Communications Division’s respective businesses.” Alternatively, provide the disc losure as requested in our prior comment. 4. Please revise to provide further insight in to the alternatives considered by Stratex and why the alternatives were rejected. Your revised disclosure in response to prior comment 8 merely references Strate x’s discussions with major international suppliers generally, the lack of any m eaningful responses and the subsequent transactions in which certain supplie rs engaged (without indicating whether Stratex engaged in discussions with th e named suppliers). However, you do not give enough background information to he lp a reader understand what the board considered regarding the ability to “i ncrease the value of Stratex for its stockholders through these alternatives” and “the timing and likelihood of effecting any alternativ e.” Please revise.
As appropriate, please amend your regist ration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cove r letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understa nd that we may have additional comments after reviewing your amendment and responses to our comments.
You may contact Kathryn Jacobson, A ccountant, at (202) 551-3365 or Kyle Moffat, Accounting Branch Chief, at (202) 551-3810 if you have questions regarding
Guy M. Campbell Harris Stratex Networks, Inc. December 22, 2006 Page 3 comments on the financial statements and rela ted matters. Please contact Paul Fischer, Attorney-Advisor, at (202) 551-3415 or me at (202) 551-3810 with any other questions.
Sincerely,
Michele Anderson
Legal Branch Chief
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 3720
December 22, 2006
Guy M. Campbell
Chief Executive Officer
Harris Stratex Networks, Inc.
1025 West NASA Boulevard
Melbourne, Florida 32919
RE: Harris Stratex Networks, Inc.
Registration Statement on Form S-4/A
Filed on December 19, 2006
File No. 333-137980
Dear Mr. Campbell:
We have reviewed your filing and have the following comments. Where
indicated, we think you should re vise your document in response to these comments. If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary. Please be as deta iled as necessary in your explanation. In
some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. Af ter reviewing this information, we may or
may not raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Prospectus Cover Page – To Our Stockholders
1. We reissue prior comment one as it app ears from your courtesy copy that the
cover page exceeds one page.
Guy M. Campbell
Harris Stratex Networks, Inc.
December 22, 2006 Page 2
2. We reference your revisions in response to our prior comment two stating that the
actual number of shares to be issued in the merger and combination will not be
known until the effective time because “ it will depend upon the number of shares
of Stratex common stock outstanding and underlying options and warrants.”
Please advise us under what circumstances Stratex may issue shares of common
stock outside of those shares underlyi ng options and warrants, which shares
would be considered in your calculation of the number of shares to be exchanged
in the merger. We may have furt her comment based upon your response.
Background of the Transaction – page 53
3. We note your response to comment seven, a nd the statement that disclosure of
partial or draft forms of the informa tion contained in Bear Stearns’ fairness
opinion is not material to i nvestors. Please disregard our prior reference to Rule
13e-3. Nevertheless, it appears that the pr eliminary presentations are “referred to
in the prospectus” within the meaning of It em 4(b) of Form S-4. Please advise us
further why you believe that these prelim inary presentations are not materially
related to the transaction, given your statement on page 54 that Bear Stearns on
April 19, 2006 “presented preliminary material relevant to the possible combination of Stratex’s and the Mi crowave Communications Division’s
respective businesses.” Alternatively, provide the disc losure as requested in our
prior comment.
4. Please revise to provide further insight in to the alternatives considered by Stratex
and why the alternatives were rejected. Your revised disclosure in response to
prior comment 8 merely references Strate x’s discussions with major international
suppliers generally, the lack of any m eaningful responses and the subsequent
transactions in which certain supplie rs engaged (without indicating whether
Stratex engaged in discussions with th e named suppliers). However, you do not
give enough background information to he lp a reader understand what the board
considered regarding the ability to “i ncrease the value of Stratex for its
stockholders through these alternatives” and “the timing and likelihood of
effecting any alternativ e.” Please revise.
As appropriate, please amend your regist ration statement in response to these
comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please understa nd that we may have
additional comments after reviewing your amendment and responses to our comments.
You may contact Kathryn Jacobson, A ccountant, at (202) 551-3365 or Kyle
Moffat, Accounting Branch Chief, at (202) 551-3810 if you have questions regarding
Guy M. Campbell
Harris Stratex Networks, Inc.
December 22, 2006 Page 3
comments on the financial statements and rela ted matters. Please contact Paul Fischer,
Attorney-Advisor, at (202) 551-3415 or me at (202) 551-3810 with any other questions.
Sincerely,
Michele Anderson
Legal Branch Chief
cc: Duncan McCurrach, Esq. (via facsimile)
Sullivan & Cromwell LLP