As filed with the Securities and Exchange Commission on April 13, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AVIAT
NETWORKS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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20-5961564
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification Number)
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200 Parker Drive, Suite C100A
Austin, Texas 78728
(480) 347-1111
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Peter A. Smith
President and Chief Executive Officer
200 Parker Drive, Suite C100A
Austin, Texas 78728
(408) 941-7100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Paul
R. Tobias
Katherine Terrell Frank
Vinson & Elkins L.L.P.
2801 Via Fortuna, Suite 100
Austin, TX 78746
(512) 542-8400
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration
statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans,
please check the following box. ☐
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. ☒
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. ☐
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. ☐
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. ☐
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. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company, and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period to comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of each class of
securities to be registered (1)(2)
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Amount
to be
registered
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Proposed
maximum
offering
price
per unit
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Proposed
maximum
aggregate
offering price (3)
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Amount of
registration fee(4)
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Common Stock, par value $0.01 per share (5)
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Preferred Stock, par value $0.01 per share
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Debt Securities
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Total
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$200,000,000
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$21,280
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(1)
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There is being registered hereunder such indeterminate number or amount of the securities of each identified
class as may from time to time be issued by the registrant at indeterminate prices and as may be issuable upon conversion, redemption, exchange, exercise or settlement of any securities registered hereunder, including under any applicable
antidilution provisions.
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(2)
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Pursuant to Rule 416 under the Securities Act of 1933, the shares being registered hereunder include such
indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transaction.
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(3)
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Estimated solely for the purpose of computing the amount of registration fee pursuant to Rule 457(o) under the
Securities Act of 1933, as amended.
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(4)
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Calculated pursuant to Rule 457(o) under the Securities Act of 1933 based on an estimate of the proposed
maximum aggregate offering price.
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(5)
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Includes associated rights to acquire Series A Participating Preferred Stock of Aviat Networks, Inc. under the
Tax Benefit Preservation Plan, dated as of March 3, 2020, under the terms of such plan.
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The registrant hereby amends
this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.