SCHEDULE 13-G
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OMB APPROVAL |
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OMB Number: 3235-0145
Expires: February 28, 2009
Estimated average burden
hours per response .................... 10.4 |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Harris
Stratex Networks, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
41457P106
(CUSIP Number)
12/31/2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x
Rule 13d-1(b)
o Rule 13d-1(c)
o Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting persons initial filing on
this form with
respect to the subject class of securities, and for any subsequent amendment containing information
which
would alter the disclosures provided in a prior cover page.
The information required in 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).
Persons who respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.
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SEC 1745 (3-06)
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Page 1 of 6 pages
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CUSIP
No. |
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41457P106 |
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Page |
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2 |
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of |
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6 |
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1 |
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NAMES OF REPORTING PERSONS
WEDGE Capital Management L.L.P.
56-1557450 |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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North Carolina |
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5 |
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SOLE VOTING POWER |
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NUMBER OF |
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1,227,980 |
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SHARES |
6 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
7 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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1,312,460 |
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WITH: |
8 |
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SHARED DISPOSITIVE POWER |
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0 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
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1,312,460 |
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10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) |
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5.4% |
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12 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IA |
Page 2 of 6 pages
INSTRUCTIONS FOR SCHEDULE 13G
Instructions for Cover Page
(1) |
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Names and I.R.S.
Identification Numbers of Reporting PersonsFurnish the full legal name of
each person for whom the report is filedi.e., each person required to sign the schedule
itselfincluding each member of a group. Do not include the name of a person required to be
identified in the report but who is not a reporting person. Reporting persons that are entities are
also requested to furnish their I.R.S. identification numbers, although disclosure of such numbers
is voluntary, not mandatory (see SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G below). |
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(2) |
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If any of the shares beneficially owned by a reporting person are held as a member of a group and
that membership is expressly affirmed, please check row 2(a). If the reporting person disclaims
membership in a group or describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing pursuant to Rule
13d-1(k)(1) in which case it may not be necessary to check row 2(b)]. |
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(3) |
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The third row is for SEC internal use; please leave blank. |
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(4) |
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Citizenship or Place of
OrganizationFurnish citizenship if the named reporting person is a
natural person. Otherwise, furnish place of organization. |
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(5)-(9), (11) |
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Aggregate Amount
Beneficially Owned By Each Reporting Person, Etc.Rows (5) through
(9) inclusive, and (11) are to be completed in accordance with the provisions of Item 4 of Schedule
13G. All percentages are to be rounded off to the nearest tenth (one place after decimal point). |
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(10) |
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Check if the aggregate amount reported as beneficially owned in row (9) does not include
shares as to which beneficial ownership is disclaimed pursuant to
Rule 13d-4 (17 CFR 240.13d-4)
under the Securities Exchange Act of 1934. |
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(12) |
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Type of Reporting
PersonPlease classify each reporting person according to the following
breakdown (see Item 3 of Schedule 13G) and place the appropriate symbol on the form: |
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Category |
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Symbol |
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Broker Dealer |
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BD |
Bank |
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BK |
Insurance Company |
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IC |
Investment Company |
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IV |
Investment Adviser |
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IA |
Employee Benefit Plan, Pension Fund,
or Endowment Fund |
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EP |
Parent Holding Company/Control Person |
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HC |
Savings Association |
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SA |
Church Plan |
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CP |
Corporation |
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CO |
Partnership |
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PN |
Individual |
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IN |
Other |
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OO |
Notes:
Attach as many copies of the second part of the cover page as are needed, one reporting person per
page.
Filing persons may, in order to avoid unnecessary duplication, answer items on the schedules
(Schedule 13D, 13G or 14D-1) by appropriate cross references to an item or items on the cover
page(s). This approach may only be used where the cover page item or items provide all the
disclosure required by the schedule item. Moreover, such a use of a cover page item will result in
the
item becoming a part of the schedule and accordingly being considered as filed for purposes of
Section 18 of the Securities Exchange Act or otherwise subject to the liabilities of that section
of the Act.
Reporting persons may comply with their cover page filing requirements by filing either completed
copies of the blank forms available from the Commission, printed or typed facsimiles, or computer
printed facsimiles, provided the documents filed have identical formats to the forms prescribed in the Commissions regulations and meet existing
Securities Exchange Act rules as to such matters as clarity and size (Securities Exchange Act Rule
12b-12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act of 1934 and the rules and
regulations thereunder, the Commission is authorized to solicit the information required to be
supplied by this schedule by certain security holders of certain issuers.
Page 3 of 6 pages
Disclosure of the information specified in this schedule is mandatory, except for I.R.S.
identification numbers, disclosure of
which is voluntary. The information will be used for the primary purpose of determining and
disclosing the holdings of certain
beneficial owners of certain equity securities. This statement will be made a matter of public
record. Therefore, any information
given will be available for inspection by any member of the public.
Because of the public nature of the information, the Commission can use it for a variety of purposes,
including referral to other
governmental authorities or securities self-regulatory organizations for investigatory purposes or
in connection with litigation
involving the Federal securities laws or other civil, criminal or regulatory statutes or
provisions. I.R.S. identification numbers,
if furnished, will assist the Commission in identifying security holders and, therefore, in
promptly processing statements of
beneficial ownership of securities.
Failure to disclose the information requested by this schedule, except for I.R.S. identification
numbers, may result in civil or criminal action against the persons involved for violation of the Federal securities laws and rules
promulgated thereunder.
GENERAL INSTRUCTIONS
A. |
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Statements filed pursuant to
Rule 13d-1(b) containing the information required by this schedule
shall be filed not later than
February 14 following the calendar year covered by the statement or within the time specified in
Rules 13d-1(b)(2) and
13d-2(c). Statements filed pursuant to Rule 13d-1(c) shall be filed within the time specified in
Rules 13d-1(c), 13d-2(b) and
13d-2(d). Statements filed pursuant to Rule 13d-1(d) shall be filed not later than February 14
following the calendar year
covered by the statement pursuant to Rules 13d-1(d) and 13d-2(b). |
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B. |
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Information contained in a
form which is required to be filed by rules under section 13(f) (15
U.S.C. 78m(f)) for the same
calendar year as that covered by a statement on this schedule may be incorporated by reference in
response to any of the items
of this schedule. If such information is incorporated by reference in this schedule, copies of the
relevant pages of such form
shall be filed as an exhibit to this schedule. |
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C. |
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The item numbers and captions of the items shall be included but the text of the items is to be
omitted. The answers to the
items shall be so prepared as to indicate clearly the coverage of the items without referring to
the text of the items. Answer
every item. If an item is inapplicable or the answer is in the negative, so state. |
Item 1.
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(a) Name of Issuer
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Harris Stratex Networks, Inc. |
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(b) Address of Issuers Principal Executive Offices
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Research Triangle Park
637 Davis Drive
Morrisville, NC 27560 |
Item 2.
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(a) Name of Person Filing
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WEDGE Capital Management L. L. P. |
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(b) Address of Principal Business Office or, if none, Residence
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301 S. College Street,
Suite 2920
Charlotte, NC 28202-6002 |
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(c) Citizenship
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North Carolina |
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(d) Title of Class of Securities
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Common Stock |
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(e) CUSIP Number
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41457P106 |
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or
240.13d-2(b) or (c), check whether
the person filing is a:
(a)
o Broker or dealer registered
under section 15 of the Act (15 U.S.C. 78o).
(b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)
x An investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E);
(f)
o An employee benefit plan or
endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)
o A parent holding company or
control person in accordance with § 240.l3d-1(b)(1)(ii)(G);
(h) oA savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
o Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Page 4 of 6 pages
Item 4: Ownership.
Provide the following information regarding the aggregate number and percentage of the class of
securities of the issuer
identified in Item 1.
(a) Amount
beneficially owned: 1,312,460
(b) Percent
of class: 5.4%
(c) Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote 1,227,980
(ii) Shared power to vote or to direct the vote 0
(iii)
Sole power to dispose or to direct the disposition of 1,312,460
(iv) Shared power to dispose or to direct the disposition of 0
Instruction. For computations regarding securities which represent a right to acquire an underlying
security see §240.13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person
has ceased to be the beneficial owner of more than five percent of
the class of securities, check the following o.
Instruction: Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds
from the sale of, such securities, a statement to that effect should be included in response to
this item and, if such interest relates
to more than five percent of the class, such person should be identified. A listing of the
shareholders of an investment company
registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan,
pension fund or endowment
fund is not required. Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate
under Item 3(g) and attach
an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a
parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification
of the relevant subsidiary. Not applicable.
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 30)
and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this
schedule pursuant to §240.13d-1(c)
or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. Not
applicable.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution
and that all further filings
with respect to transactions in the security reported on will be filed, if required, by members of
the group, in their individual
capacity. See Item 5.
Not applicable.
Item 10. Certification
(a) The following certification shall be included if the statement is filed pursuant to
§240.13d-1(b):
Page 5 of 6 pages
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to
above
were acquired and are held in the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the
securities
and were not acquired and are not held in connection with or as a participant in any transaction
having
that purpose or effect. . |
(b) The following certification shall be included if the statement is filed pursuant to
§240.13d-1(c):
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or effect. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
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02/06/2009 |
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/s/ Bradley W. Horstmann |
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Signature |
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Bradley W. Horstmann / General Partner |
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Name/Title |
The original statement shall be signed by each person on whose behalf the statement is filed or his
authorized representative.
If the statement is signed on behalf of a person by his authorized representative other than an
executive officer or general partner
of the filing person, evidence of the representatives authority to sign on behalf of such person
shall be filed with the statement,
provided, however, that a power of attorney for this purpose which is already on file with the
Commission may be incorporated
by reference. The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
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 for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)
Mecklenburg, North Carolina
I certify that the following person(s) personally appeared before me this day,
each acknowledging to me that he or she signed the foregoing document:
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Date: 2/6/09 |
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/s/ Rebecca H. DeMattie |
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Rebecca H. DeMattie, Notary Public |
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My Commission Expires
November 13, 2013 |
Page 6 of 6 pages