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 23, 2020
_______________________
AVIAT NETWORKS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-33278 | 20-5961564 | ||||||||||||||||||||||||
| (State or other jurisdiction | (Commission File | (I.R.S. Employer | ||||||||||||||||||||||||
| of incorporation) | Number) | Identification No.) | ||||||||||||||||||||||||
| 200 Parker Dr., Suite C100A, Austin, Texas 78728 | ||||||||||||||||||||||||||
| (Address of principal executive offices, including zip code) | ||||||||||||||||||||||||||
| (408)-941-7100 | ||||||||||||||||||||||||||
| Registrant’s telephone number, including area code | ||||||||||||||||||||||||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||||||||||||||
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||||||||||||||||||||
| Common Stock, par value $0.01 per share | AVNW | NASDAQ Stock Market LLC | ||||||||||||||||||||||||
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
| ☐ | Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2) | ||||
| ¨ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ||||
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 23, 2020, the Board of Directors of Aviat Networks (the “Company”) amended and restated the Company’s bylaws to among other things, contemplate virtual and hybrid stockholder meetings; make clarifications to the voting standard and other procedural requirements related to the Company’s stockholder meetings; make certain other changes in line with current market practices; and eliminate typos, inaccuracies and certain provisions that are no longer applicable to the Company.
The foregoing summary and description of the provisions of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is files as Exhibit 3.1 with this Current Report on Form 8-K and is incorporated herein by reference. In addition, a marked copy of the Amended and Restated Bylaws showing all changes made to the Company’s prior Bylaws is attached as Exhibit 3.2.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
3.2 Marked Amended and Restated Bylaws
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AVIAT NETWORKS, INC. | ||||||||||||||||||||||||||||||||
| September 24, 2020 | By: | /s/ Eric Chang | ||||||||||||||||||||||||||||||
| Name: | Eric Chang | |||||||||||||||||||||||||||||||
| Title: | Senior Vice President, Chief Financial Officer | |||||||||||||||||||||||||||||||