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): September 15, 2010
AVIAT NETWORKS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-33278
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20-5961564 |
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| (State or other jurisdiction
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(Commission File
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(I.R.S. Employer |
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Number)
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Identification No.) |
Address
of principal executive offices: 5200 Great America Parkway, Santa
Clara, CA 95054
Registrant’s telephone number, including area code:
(408) 567-7000
(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 40.13e-4(c))
TABLE OF CONTENTS
Item 1.01.
Entry Into A Material Definitive Agreement
Aviat Networks, Inc. (“Aviat” or the “Company”) has entered into an agreement dated as of
September 14, 2010 (the “Agreement”) with certain entities and individuals associated with Ramius
LLC set forth on Schedule A of the Agreement (collectively, the “Ramius Group”), who beneficially
own approximately 7.6% of the Company’s outstanding common stock.
Pursuant to the Agreement, the Company agreed to nominate one individual recommended by the
Ramius Group who is independent of the Ramius Group for election to the Company’s Board of
Directors (the “Board”) at the 2010 annual meeting of stockholders. A copy of the press release
announcing the settlement with the Ramius Group is attached to this Current Report on Form 8-K as
Exhibit 99.1.
The Ramius Group agreed to support the Company’s Board nominations at the 2010 annual meeting.
Additionally, the Ramius Group agreed to certain limited standstill restrictions which will expire
ten business days prior to the deadline for nominations of directors for election at the Company’s
2011 annual meeting, but in any event no later than one year from the date of the Agreement. The
2010 annual meeting is scheduled for November 9, 2010.
The description of the terms of the Agreement set forth above does not purport to be complete
and is qualified in its entirety by reference to the full text of the Agreement, which is attached
as Exhibit 10.1 hereto and is incorporated herein by reference.