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): January 7, 2009
HARRIS STRATEX 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 |
of incorporation)
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Number)
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Identification No.) |
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Address of principal executive offices:
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637 Davis Drive, Morrisville, NC 27560 |
Registrants telephone number, including area code:
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(919) 767- 3250 |
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02. |
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Results of Operations and Financial Condition. |
On January 7, 2009, Harris Stratex Networks, Inc. (Harris Stratex or the Company) issued a
press release confirming revenue guidance for the second quarter
ended January 2, 2009. The Company also announced it has commenced an interim review of goodwill
and other indefinite-lived intangible assets for impairment, and expects to record a non-cash
charge to write down a significant portion of these assets as of the end of the second quarter. A
copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference in response to this item. In addition, the information provided in
response to Item 2.06, below, is incorporated by reference in response to this item.
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Item 2.06. |
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Material Impairments. |
On January 7, 2009, the Company determined that based on the current global economic
environment and the decline in the Companys market valuation, it is likely that the fair value of
one or more of its reporting units has been reduced below its carrying value. As a result, the
Company has commenced an interim review of goodwill and other indefinite-lived intangible assets
for impairment, and expects to record a non-cash charge to write down a significant portion of
these assets as of the end of its fiscal quarter ended January 2, 2009. As of September 28, 2008, the balance of goodwill and other indefinite-lived
intangible assets totaled $316 million, and relates primarily to the goodwill recorded in
connection with the combination of Stratex Networks, Inc. and the Microwave Communications Division
of Harris Corporation.
Though the goodwill impairment testing is not yet completed, it is the view of the Companys
management that a significant portion of the $316 million of goodwill and other indefinite-lived
intangible assets on the Companys balance sheet will be impaired as of the end of its fiscal
quarter ended January 2, 2009.
As of the time of this filing, the impairment review has not been completed, and therefore the
Company is unable in good faith to make a determination of an estimate of the amount or range of
amounts of the impairment charge. The Company will disclose such an estimate in a future filing
with the Securities and Exchange Commission. Such impairment of goodwill and other indefinite-lived
intangible assets will be included in the Companys consolidated financial results as of and for
the fiscal quarter ended January 2, 2009. The Company will not be required to make any current or
future cash expenditures as a result of these impairments.
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Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibit is furnished herewith:
99.1 Press Release, issued by Harris Stratex Networks, Inc. on January 7, 2009 (furnished pursuant to Item 2.02).