sxcl20140911_sc13da.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

 

(Amendment No. 1)1

 

Aviat Networks, Inc.

(Name of Issuer)

 

Common Stock, par value $0.01

(Title of Class of Securities)

 

05366Y102
(CUSIP Number)

 

Warren G. Lichtenstein

Steel Partners Holdings L.P.

590 Madison Avenue, 32nd Floor

New York, New York 10022

(212) 520-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

September 9, 2014

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box .

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

 


1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 
 

 

 

1

NAME OF REPORTING PERSONS

 

               STEEL EXCEL INC.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a) ☐

(b) ☐

3

SEC USE ONLY

 

 

 

 

 

4

SOURCE OF FUNDS

              WC

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

     ☐
     

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

                DELAWARE

 

 NUMBER OF

SHARES

BENEFICIALLY

7

SOLE VOTING POWER

 

              - 0 -

 

OWNED BY

EACH

REPORTING

8

SHARED VOTING POWER

             

            4,172,861

 
PERSON WITH 9

SOLE DISPOSITIVE POWER

              

              - 0 -

 
  10

SHARED DISPOSITIVE POWER

 

             4,172,861

 
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

             4,172,861

 
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES       ☐
     
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

             6.7%

 
14

TYPE OF REPORTING PERSON

 

             CO

 

 

 
 

 

 

1

NAME OF REPORTING PERSONS

              

                STEEL PARTNERS HOLDINGS L.P.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐

(b) ☐

3

SEC USE ONLY

 

 

 

 

 

4

SOURCE OF FUNDS

               AF

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

     ☐
     

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

                DELAWARE

 

 NUMBER OF

SHARES

BENEFICIALLY

7

SOLE VOTING POWER

 

              - 0 -

 

OWNED BY

 EACH 

REPORTING

8

SHARED VOTING POWER

             

              4,172,861

 
PERSON WITH 9

SOLE DISPOSITIVE POWER

 

              - 0 -

 
  10

SHARED DISPOSITIVE POWER

 

             4,172,861

 
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

                4,172,861

 
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES       ☐
     
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

               6.7%

 
14

TYPE OF REPORTING PERSON

 

               PN

 

   

 
 

 

 

1

NAME OF REPORTING PERSONS

 

               SPH GROUP LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐

(b) ☐

3

SEC USE ONLY

 

 

 

 

 

4

SOURCE OF FUNDS

               AF

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

     ☐
     

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

                DELAWARE

 

 NUMBER OF

SHARES

BENEFICIALLY

7

SOLE VOTING POWER

             

              - 0 -

 

OWNED BY

EACH

REPORTING

8

SHARED VOTING POWER

 

              4,172,861

 
PERSON WITH 9

SOLE DISPOSITIVE POWER

 

              - 0 -

 
  10

SHARED DISPOSITIVE POWER

 

             4,172,861

 
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                

                4,172,861

 
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES       ☐
     
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

              

                6.7%

 
14

TYPE OF REPORTING PERSON

 

               OO

 
   

 
 

 

 

1

NAME OF REPORTING PERSONS

 

               SPH GROUP HOLDINGS LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐

(b) ☐

3

SEC USE ONLY

 

 

 

 

 

4

SOURCE OF FUNDS

               AF

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

     ☐
     

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

                DELAWARE

 

 NUMBER OF

SHARES

BENEFICIALLY

7

SOLE VOTING POWER

             

              - 0 -

 

OWNED BY

EACH

REPORTING

8

SHARED VOTING POWER

 

              4,172,861

 
PERSON WITH 9

SOLE DISPOSITIVE POWER

 

              - 0 -

 
  10

SHARED DISPOSITIVE POWER

 

             4,172,861

 
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                

                4,172,861

 
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES       ☐
     
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

              

                6.7%

 
14

TYPE OF REPORTING PERSON

 

               OO

 

   

 
 

 

 

1

NAME OF REPORTING PERSONS

 

               STEEL PARTNERS HOLDINGS GP INC.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐

(b) ☐

3

SEC USE ONLY

 

 

 

 

 

4

SOURCE OF FUNDS

               AF

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

     ☐
     

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

                DELAWARE

 

 NUMBER OF

SHARES

BENEFICIALLY

7

SOLE VOTING POWER

             

              - 0 -

 

OWNED BY

EACH

REPORTING

8

SHARED VOTING POWER

 

              4,172,861

 
PERSON WITH 9

SOLE DISPOSITIVE POWER

 

              - 0 -

 
  10

SHARED DISPOSITIVE POWER

 

             4,172,861

 
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                

                4,172,861

 
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES       ☐
     
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

              

                6.7%

 
14

TYPE OF REPORTING PERSON

 

               CO

 
   

 
 

 

 

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

 

Item 3.        Source and Amount of Funds or Other Consideration.

 

Item 3 is hereby amended and restated to read as follows:          

 

The aggregate purchase price of the 4,172,861 Shares owned directly by Steel Excel is approximately $6,880,577, including brokerage commissions. The Shares owned directly by Steel Excel were acquired with the working capital of Steel Excel.

 

Item 5.        Interest in Securities of the Issuer.

 

Items 5(a) and (c) are hereby amended and restated to read as follows:          

 

(a)     The aggregate percentage of Shares reported owned by each person named herein is based upon 62,149,780 Shares outstanding, which is the total number of Shares outstanding as of April 30, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2014.

 

As of the close of business on September 10, 2014, Steel Excel owned directly 4,172,861 Shares, constituting approximately 6.7% of the Shares outstanding. By virtue of their relationships with Steel Excel discussed in further detail in Item 2, each of SPHG Holdings, Steel Holdings, SPHG and Steel Holdings GP may be deemed to beneficially own the Shares owned directly by Steel Excel.

 

(c)     Schedule A annexed hereto lists all transactions in the Shares of the Issuer by the Reporting Persons since the filing of the Schedule 13D.  All of such transactions were effected in the open market.

 

 
 

 

 

SIGNATURES

 

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:  September 11, 2014

STEEL EXCEL INC.

   
 

By:

/s/  James F. McCabe, Jr.
   

James F. McCabe, Jr., Chief Financial Officer

     
     
 

STEEL PARTNERS HOLDINGS L.P.

   
 

By:

Steel Partners Holdings GP Inc.
General Partner

   
 

By:

/s/  Jack L. Howard
   

Jack L. Howard, President

     
     
 

SPH GROUP LLC

   
 

By:

Steel Partners Holdings GP Inc.
Managing Member

   
 

By:

/s/  Jack L. Howard
   

Jack L. Howard, President

     
     
 

SPH GROUP HOLDINGS LLC

   
 

By:

Steel Partners Holdings GP Inc.
Manager

   
 

By:

/s/  Jack L. Howard
   

Jack L. Howard, President

     
     
 

STEEL PARTNERS HOLDINGS GP INC.

   
 

By:

/s/  Jack L. Howard 
   

Jack L. Howard, President

 

 
 

 

 

SCHEDULE A

 

Transactions in the Shares Since the Filing of the Schedule 13D

 

Class of
Security

Securities
Purchased

Price ($)

Date of
Purchase

STEEL EXCEL INC.

Common Stock

100

1.23000

7/24/2014

Common Stock

241

1.28000

8/8/2014

Common Stock

48,247

1.25020

8/20/2014

Common Stock

45,516

1.27650

8/21/2014

Common Stock

289,023

1.44250

9/5/2014

Common Stock

126,243

1.55340

9/8/2014

Common Stock

316,412

1.59430

9/9/2014

Common Stock

117,185

1.63880

9/10/2014