-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LB4GALFfelC6icHevZSx0AjZ1tLnLiU4D3MXxpr5bpGnwvEkDTtt9otf7KnEX874 GddoOjqw8lJJ6NMeF3N+iQ== 0000922423-97-000630.txt : 19970729 0000922423-97-000630.hdr.sgml : 19970729 ACCESSION NUMBER: 0000922423-97-000630 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970728 SROS: NASD GROUP MEMBERS: BARINGTON CAPITAL GROUP L P GROUP MEMBERS: BARINGTON CAPITAL GROUP, L.P. GROUP MEMBERS: EDMUND H. SHEA, JR. GROUP MEMBERS: JAMES A. MITAROTONDA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMTECH TELECOMMUNICATIONS CORP /DE/ CENTRAL INDEX KEY: 0000023197 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 112139466 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-14443 FILM NUMBER: 97645976 BUSINESS ADDRESS: STREET 1: 105 BAYLIS RD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 5167778900 MAIL ADDRESS: STREET 2: 105 BAYLIS ROAD CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: COMTECH INC DATE OF NAME CHANGE: 19870503 FORMER COMPANY: FORMER CONFORMED NAME: COMTECH TELECOMMUNICATIONS CORP DATE OF NAME CHANGE: 19831215 FORMER COMPANY: FORMER CONFORMED NAME: COMTECH LABORATORIES INC DATE OF NAME CHANGE: 19780425 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BARINGTON CAPITAL GROUP L P CENTRAL INDEX KEY: 0000887762 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE 17TH FL CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129745400 SC 13D/A 1 AMENDMENT NO. 2 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO SCHEDULE 13D Under the Securities Exchange Act of 1934 Comtech Telecommunications Corp. -------------------------------- (Name of Issuer) Common Stock, par value $.10 per share -------------------------------------- (Title of Class of Securities) 20582620900 (CUSIP Number) Thomas E. Constance, Esq. Kramer, Levin, Naftalis & Frankel 919 Third Avenue New York, New York 10022 (212) 715-9100 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 21, 1997 ----------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ] Page 1 of 14 pages SCHEDULE 13D CUSIP No. 20582620900 Page 2 of 14 Pages - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON James A. Mitarotonda 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) SEE ITEM 5 3) SEC USE ONLY 4) SOURCE OF FUNDS PF 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 7) SOLE VOTING POWER 50,000 (See Item 5) NUMBER OF 8) SHARED VOTING POWER SHARES Not Applicable BENEFICIALLY OWNED BY 9) SOLE DISPOSITIVE POWER EACH 50,000 (See Item 5) REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH Not Applicable 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,000 (See Item 5) 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9% (See Item 5) 14) TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP No. 20582620900 Page 3 of 14 Pages - ------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Edmund H. Shea, Jr. 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) SEE ITEM 5 3) SEC USE ONLY 4) SOURCE OF FUNDS PF 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 7) SOLE VOTING POWER 83,528 (See Item 5) NUMBER OF 8) SHARED VOTING POWER SHARES Not Applicable BENEFICIALLY OWNED BY 9) SOLE DISPOSITIVE POWER EACH 83,528 (See Item 5) REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH Not Applicable 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 83,528 (See Item 5) 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2% 14) TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP No. 20582620900 Page 4 of 14 Pages - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Barington Capital Group, L.P. 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) SEE ITEM 5 3) SEC USE ONLY 4) SOURCE OF FUNDS WC 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7) SOLE VOTING POWER 161,415 (See Item 5) NUMBER OF 8) SHARED VOTING POWER SHARES Not Applicable BENEFICIALLY OWNED BY 9) SOLE DISPOSITIVE POWER EACH 161,415 (See Item 5) REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH Not Applicable 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 161,415 (See Item 5) 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9% (See Item 5) 14) TYPE OF REPORTING PERSON IN Page 5 of 11 Pages SCHEDULE 13D ITEM 1. SECURITY AND ISSUER. This Amendment No. 2 to a Statement on Schedule 13D (the "Statement") relates to the purchase by Barington Capital Group, L.P. ("Barington") of shares of Common Stock, par value $.10 per share (the "Common Stock"), of Comtech Telecommunications Corp., a Delaware corporation (the "Company"). The information set forth in Item 1 of Amendment No. 1 to the Statement ("Amendment 1") is incorporated herein by reference. ITEM 2. IDENTITY AND BACKGROUND. Except as set forth in the revised Schedule 1 attached hereto, which provides information concerning the executive officers, directors and shareholders of LNA, the general partner of Barington, the information set forth in Item 2 of Amendment 1 is incorporated herein by reference. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Except as set forth below, the information set forth in Item 3 of Amendment 1 is incorporated herein by reference. "The total cost of the 61,415 shares of Common Stock reported owned by Barington was $198,365.53." ITEM 4. PURPOSE OF TRANSACTION. The information set forth in Item 4 of Amendment 1 is incorporated herein by reference. The following sentence is hereby added to the second paragraph set forth under Item 4 of Amendment 1: "The Reporting Persons may also engage in discussions with management of the Company concerning the composition of the Company's Board of Directors and may suggest individuals for election as directors of the Company, which individuals may include Mr. Mitarotonda." Page 6 of 11 Pages ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Except as set forth below, the information set forth in Item 5 of Amendment 1 is incorporated herein by reference. "A. Mr. Mitarotonda (a) Mr. Mitarotonda beneficially owns an aggregate of 50,000 shares of Common Stock, representing approximately 1.9% of the shares of Common Stock outstanding.1 " "B. Mr. Shea (a) Mr. Shea beneficially owns an aggregate of 83,528 shares of Common Stock, representing approximately 3.2% of the shares of Common Stock outstanding.1/" "C. Barington Capital Group (a) Barington beneficially owns an aggregate of 161,415 shares of Common Stock, including 100,000 shares issuable upon exercise of underwriter's warrants described below and 2,000 shares in Barington's trading account held in connection with market making activities, representing approximately 5.9% of the shares of Common Stock outstanding.1/ As of the close of business on July 21, 1997, Barington's trading account held 2,000 shares of Common Stock. Shares of Common Stock acquired or sold by Barington in connection with its market making activities are not reflected in Schedule II. During the 60 days ended July 21, 1997, in connection with its market making activities, Barington purchased an aggregate of 49,435 shares of Common Stock and sold and aggregate of 47,435 shares of Common Stock at prices ranging from $2-7/8 to $3-3/4 per share." ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. None. - -------- 1 Based upon 2,650,404 shares of Common Stock reported by the Company to be outstanding as of April 30, 1997 in its Quarterly Report on Form 10-Q for the period ended April 30, 1997 and with respect to percentages relating to shares beneficially owned by Barington, treating the shares issuable upon exercise of the underwriter's warrants as outstanding for this purpose. Page 7 of 11 Pages 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. Dated: July 25, 1997 /s/James A. Mitarotonda ----------------------- James A. Mitarotonda Page 8 of 11 Pages 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. Dated: July 25, 1997 /s/ Edmund H. Shea, Jr. ----------------------- Edmund H. Shea, Jr. Page 9 of 11 Pages SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: July 25, 1997 BARINGTON CAPITAL GROUP, L.P. By: LNA CAPITAL CORP., its general partner By: /s/James A. Mitarotonda ----------------------- Name: James A. Mitarotonda Title: President Page 10 of 11 Pages SCHEDULE I EXECUTIVE OFFICERS AND DIRECTORS LNA CAPITAL CORP. LNA is the general partner of Barington Capital Group, L.P. The name and present principal occupation or employment of each of the executive officers of LNA Capital Corp. are set forth below. The business address of each such person is c/o LNA Capital Corp., 888 Seventh Avenue, New York, New York 10021. Present Principal Name Occupation or Employment - ---- ------------------------ James Mitarotonda President Marc Cooper Secretary Messrs. Mitarotonda and Cooper are the directors of and own the majority of the voting stock of LNA Capital Corp. Page 11 of 11 Pages SCHEDULE II TRANSACTIONS IN COMMON STOCK OF COMTECH TELECOMMUNICATIONS CORP. DURING THE PRECEDING 60 DAYS Shares Purchased by Barington Capital Group, L.P. - ------------------------------------------------- Number of Shares Price per Total Date Purchased Share Cost ---- --------- ----- ---- 7/21/97 23,685 3.1743 75,183.30 The shares were transferred from Barington's market-making account into its investment account at a price based on the average acquisition price paid for such shares in open market transactions. -----END PRIVACY-ENHANCED MESSAGE-----