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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 10-K/A AMENDMENT NO. 1 AMENDMENT TO FORM 10-K
Filed Pursuant to
THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) x
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended March 31, 2004
 OR o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934For the transition period
from          to
 Commission File Number 0-15895 Stratex Networks, Inc. (Exact name of Registrant as specified in its charter)
 Delaware
    
    77-0016028(State or other jurisdiction
of Incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 120 Rose Orchard Way
San Jose, California 95134 (Address of Principal Executive Offices)(Zip Code)
 Registrants telephone number, including area code: (408) 943-0777 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, Par Value $0.01 Per Share
(Title of Class)   Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes     x No     o Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of the Form 10-K or any
amendment to this Form 10-K. x Indicate by a check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2). Yes     x No     o The aggregate market value of the voting and non voting common stock held
by non-affiliates of the registrant, based on the closing price of the common
stock of $3.85 per share on the Nasdaq National Market as of September 30, 2003
was approximately $169,741,618. As of May 14, 2004, there were 84,171,435 shares of Common Stock, par
value $0.01 per share, outstanding.




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TABLE OF CONTENTS  PART IVItem 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.SIGNATURESEXHIBIT INDEXEXHIBIT 23.1EXHIBIT 31.1EXHIBIT 31.2    Table of Contents  The
undersigned registrant hereby amends the following item, exhibits or other portions of its Annual Report on Form 10-K for
the year ended March 31, 2004 as set forth in the pages attached hereto: 
 PART IV 
 Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K. (a) The following documents have been filed as a part of this Annual Report on
Form 10-K. 1. Financial Statements None.
Our consolidated financial statements are contained in our 2004
Annual Report to Stockholders and were incorporated into our Form
10-K filed with the SEC on May 27, 2004 (the Form
10-K) by reference
pursuant to Item 8 of the Form 10-K. 2.
Financial Statement Schedules None.
The following consolidated financial statement schedule for each of the
three years in the period ended March 31, 2004 was submitted
with the Form 10-K: Schedule II: Valuation and Qualifying Accounts and Reserves. Reports of Independent Auditors on Schedule. Schedules not listed above have been omitted because they are not
applicable or required, or information required to be set forth therein is
included in the Consolidated Financial Statements, including the Notes
thereto, incorporated into the Form 10-K by reference. 3. Exhibits The
exhibits listed on the Exhibit Index beginning on Page 4 hereof. (b) Reports on Form 8-K On January 21, 2004, we furnished a current report on Form 8-K regarding a
press release announcing our financial results for the third quarter of
fiscal year 2004, which ended on December 31, 2003. On January 22, 2004, we furnished a current report on Form 8-K announcing
our Amended and Restated Loan and Security Agreement with Silicon Valley
Bank dated January 21, 2004. (c) See Item 15(a) 3 above (d) See Item 15(a) 2 above. 2




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SIGNATURES Pursuant to the requirements of the Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the registrant has duly caused this amendment to be
signed on its behalf by the undersigned, thereunto duly authorized. Dated: September 20, 2004 STRATEX NETWORKS, INC.By:
    /s/ Carl A. ThomsenCarl A. ThomsenSenior Vice President, Chief Financial Officer & Secretary 3




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EXHIBIT INDEX

ExhibitNo.
    
    Description2.1
    
    Certificate of Ownership and Merger merging DMC Stratex Networks, Inc.
into Digital Microwave Corporation (incorporated by reference to
Exhibit 2.1 to the Companys Quarterly Report on Form 10-Q filed on
August 11, 2000).3.1
    
    Second Restated Certificate of Incorporation, filed with the Secretary
of State of Delaware on May 07, 2004 (incorporated by reference to
exhibit number 3.1 to the Companys Annual Report on Form 10-K for the
year ended March 31, 2004).3.2
    
    Amended and Restated Bylaws, dated as of October 17, 2001
(incorporated by reference to Exhibit 3.2 to the companys Quarterly
Report on Form 10-Q filed on November 13, 2001).3.3
    
    Amended and Restated Bylaws, amended as of November 11, 2003
(incorporated by reference to exhibit number 3.3 to the Companys
Annual Report on Form 10-K for the year ended March 31, 2004).4.1
    
    Form of Indenture (incorporated by reference to Exhibit 4.3 to the
companys registration statement filed on Form S-3 on November 28,
2000).4.2
    
    Form of Debt Warrant Agreement, including form of Debt Warrant
Certificate (incorporated by reference to Exhibit 4.4 to the companys
Registration Statement filed on Form S-3 on November 28, 2000).4.3
    
    Form of Common Stock Warrant Agreement, including form of Common Stock
Warrant Certificate (incorporated by reference to Exhibit 4.5 to the
Companys Registration Statement filed on Form S-3 on November 28,
2000).4.4
    
    Form of Senior Debenture (incorporated by reference to Exhibit 4.6 to
the Companys Registration Statement filed on Form S-3 on November 28,
2000).4.5
    
    Loan and Security Agreement between Stratex Networks, Inc. and Silicon
Valley Bank dated January 21, 2003. (incorporated by reference to
exhibit number 4.5 to the Companys Annual Report on Form 10-K for the
year ended March 31, 2003).4.6
    
    Amended and Restated Loan and Security Agreement between Stratex
Networks, Inc. and Silicon Valley Bank, dated January 21, 2004
(incorporated by reference to exhibit 10.1 filed on Form 8-K on
January 22, 2004).10.1
    
    Stratex Networks, Inc. 1984 Stock Option Plan, as amended and restated
on June 11, 1991 (incorporated by reference to Exhibit 10.1 to the
Companys Annual Report on Form 10-K for the year ended March 31,
1991).10.2
    
    Form of Installment Incentive Stock Option Agreement (incorporated by
reference to Exhibit 28.2 to the Companys Registration Statement on
Form S-8 (File No. 33-43155)).10.3
    
    Form of Installment Non-qualified Stock Option Agreement (incorporated
by reference to Exhibit 28.3 to the Companys Registration Statement
on Form S-8 (File No. 33-43155)).10.4
    
    Form of Indemnification Agreement between the Company and its
directors and certain officers (incorporated by reference to Exhibit
10.16 to the Companys Registration Statement on Form S-1 (File No.
33-13431)).10.5
    
    Stratex Networks, Inc. 1994 Stock Incentive Plan, as amended and
restated on May 1, 1996 (incorporated by reference to the Companys
Proxy Statement for the Annual Meeting of Stockholders to be held on
August 4, 1998).10.6
    
    Stratex Networks, Inc. 1994 Stock Incentive Plan, as amended and
restated on May 1, 1996 (incorporated by reference to the Companys
Proxy Statement for the Annual Meeting of Stockholders to be held on
August 4, 1998).10.7
    
    Stratex Networks, Inc. 1998 Non-Officer Employee Stock Option Plan
(incorporated by reference to Exhibit 99.1 to the Companys
Registration Statement on Form S-8 (File No. 333-48535)).10.8
    
    Restated Employment Agreement, dated as of May 14, 2002, by and
between Stratex Networks, Inc. and Charles D. Kissner (incorporated by
reference to exhibit number 10.7 to the Companys Annual Report on
Form 10-K for the year ended March 31, 2003).10.9
    
    Stratex Networks, Inc. 1999 Non-Officer Employee Restricted Stock
Purchase Plan (incorporated by reference to Exhibit 99.1 to the
companys Registration Statement on Form S-8 (File No. 333-76233)).10.10
    
    Stratex Networks, Inc. 1999 Employee Stock Purchase Plan (incorporated
by reference to Exhibit 99.1 to the Companys Registration Statement
on Form S-8 (File No. 333-80281)).10.11**
    
    Employment Agreement dated as of May 14, 2002, by and between the
Company and Carl A. Thomsen. (incorporated by reference to exhibit
number 10.10 to the Companys Annual Report on Form 10-K for the year
ended March 31, 2003).10.12**
    
    Form of Employment Agreement dated as of May 14, 2002, by and between
the Company and John C. Brandt, Carol A. Goudey, Paul Kennard, Shaun
McFall, Ryan Panos, Robert Schlaefli, Timothy Hansen and John P.
ONeil (incorporated by reference to exhibit number 10.11 to the
Companys Annual Report on Form 10-K for the year ended March 31,
2003).10.13
    
    Lease, dated February 16, 2000, by and between Corporate Technology
Centre Associates II LLC and Stratex Networks, Inc., relating to 130
Rose Orchard Way, San Jose, California (incorporated by reference to
Exhibit 10.24 to the Companys Annual Report on Form 10-K for the year
ended March 31, 2000).10.14
    
    Lease, dated February 16, 2000, by and between Corporate Technology
Centre Associates II LLC and Stratex Networks, Inc., relating to 170
Rose Orchard Way, San Jose, California (incorporated by reference to
Exhibit 10.25 to the Companys Annual Report on Form 10-K for the year
ended March 31, 2000).10.15
    
    Lease, dated February 16, 2000, by and between Corporate Technology
Centre Associates II LLC and Stratex Networks, Inc., relating to 180
Rose Orchard Way, San Jose, California (incorporated by reference to
Exhibit 10.26 to the Companys Annual Report on Form 10-K for the year
ended March 31, 2000).10.16
    
    DMC Stratex Networks, Inc. 2002 Stock Incentive Plan (incorporated by
reference to exhibit number 10.15 to the Companys Annual Report on
Form 10-K for the year ended March 31, 2003).13.1
    
    Portions of the 2004 Annual Report to Stockholders (incorporated by
reference to exhibit number 13.1 to the Companys Annual Report on
Form 10-K for the year ended March 31, 2004).14.1
    
    Code of Ethics adopted by the Company on November 11, 2003
(incorporated by reference to exhibit number 14.1 to the Companys
Annual Report on Form 10-K for the year ended March 31, 2004).21.1
    
    List of subsidiaries (incorporated by reference to exhibit number 21.1
to the Companys Annual Report on Form 10-K for the year ended March
31, 2004).23.1*
    
    Consent of Independent Registered Public Accounting Firm.23.2
    
    Consent of prior Independent Public Accountants (incorporated by
reference to exhibit number 23.2 to the Companys Annual Report on
Form 10-K for the year ended March 31, 2004).24.1
    
    Power of Attorney (incorporated by reference to exhibit number 24.1 to
the Companys Annual Report on Form 10-K for the year ended March 31,
2004).31.1*
    
    Certification of Charles D. Kissner, Chief Executive Officer, pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.31.2*
    
    Certification of Carl A. Thomsen, Chief Financial Officer, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Charles D. Kissner, Chief Executive Officer, pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by
reference to exhibit number 32.1 to the Companys Annual Report on
Form 10-K for the year ended March 31, 2004).32.2
    
    Certification of Carl A. Thomsen, Chief Financial Officer, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by
reference to exhibit number 32.2 to the Companys Annual Report on
Form 10-K for the year ended March 31, 2004).




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|*  |  | Filed herewith.                                                                                                                  
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------
|  
|** |  | Management contract, compensatory plan or arrangement in which one or
more of our directors or executive officer(s) participates.

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