8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):
January 23, 2004

Commission file number: 33-96858-01
COMMUNICATIONS &	Commission file number: 33-96858
POWER INDUSTRIES	COMMUNICATIONS &
HOLDING CORPORATION	POWER INDUSTRIES, INC
(Exact Name of Registrant as Specified in Charter)	(Exact Name of Registrant as Specified in Charter)
Delaware (State or Other Jurisdiction of Incorporation)	Delaware (State or Other Jurisdiction of Incorporation)
77-0407395	77-0405693
(IRS Employer Identification No.)	(IRS Employer Identification No.)
811 Hansen Way	811 Hansen Way
Palo Alto, California 94303-1110	Palo Alto, California 94303-1110
(650) 846-2900	(650) 846-2900
(Address of Principal Executive Offices and	(Address of Principal Executive Offices and
Telephone Number,	Telephone
Including Area Code)	Number, Including Area Code)

TABLE OF CONTENTS

	Item 5. Other Events.
	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
SIGNATURES
Index to Exhibits
EXHIBIT 99.1
EXHIBIT 99.2

Item 5. Other Events.

     On January 23, 2004, Communications & Power Industries Holding Corporation (“Holding”) consummated the merger of CPI Merger Sub Corp. (“Merger Sub”) with and into Holding pursuant to the terms of the Agreement and Plan of Merger, dated as of November 17, 2003, under which CPI Acquisition Corp., Merger Sub’s parent corporation and a corporation owned by affiliates of The Cypress Group L.L.C., a New York-based private equity firm, agreed to acquire Holding. In connection with the merger, Holding and Holding’s subsidiary, Communications & Power Industries, Inc. (“CPI”), refinanced all of their outstanding indebtedness. As part of the refinancing, CPI effected a covenant defeasance under the indenture (“Indenture”) governing its 12% Senior Subordinated Notes due 2005 (the “Senior Notes”) and elected to redeem in full the outstanding aggregate principal amount of the Senior Notes pursuant to the terms of the Indenture. CPI also redeemed all of the outstanding shares of its Series A 14% Junior Cumulative Preferred Stock and elected to redeem all of the outstanding shares of its Series B 14% Senior Redeemable Exchangeable Cumulative Preferred Stock.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits.

The following exhibits are filed with this report on Form 8-K.

Exhibit Number	Exhibit
2.1	Agreement and Plan of Merger, dated as of November 17, 2003, by and among CPI Acquisition Corp., CPI Merger Sub Corp., Communications & Power Industries Holding Corporation and Green Equity Investors II, L.P., as Securityholders’ Representative (incorporated by reference to Communications & Power Industries, Inc.’s Annual Report on Form 10-K for the fiscal year ended October 3, 2003).
99.1	Press Release
99.2	Notice of Redemption – 12% Senior Subordinated Notes due 2005 of Communications & Power Industries, Inc.

SIGNATURES

     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.

Dated: January 26, 2004	COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
	By:	/s/ O. Joe. Caldarelli
		O. Joe Caldarelli Chief Executive Officer
Dated: January 26, 2004	COMMUNICATIONS & POWER INDUSTRIES, INC.
	By:	/s/ O. Joe. Caldarelli
		O. Joe Caldarelli Chief Executive Officer

Index to Exhibits

Exhibit	Number Exhibit
2.1	Agreement and Plan of Merger, dated as of November 17, 2003, by and among CPI Acquisition Corp., CPI Merger Sub Corp., Communications & Power Industries Holding Corporation and Green Equity Investors II, L.P., as Securityholders’ Representative (incorporated by reference to Communications & Power Industries, Inc.’s Annual Report on Form 10-K for the fiscal year ended October 3, 2003)
99.1	Press Release
99.2	Notice of Redemption – 12% Senior Subordinated Notes due 2005 of Communications & Power Industries, Inc.

EX-99.1 3 f95980exv99w1.htm EXHIBIT 99.1

Exhibit 99.1

THE CYPRESS GROUP COMPLETES ACQUISITION OF
COMMUNICATIONS & POWER INDUSTRIES, INC.

Palo Alto, CA and New York, NY, January 26, 2004 – The Cypress Group, the New York-based private equity firm, announced today that it has completed its previously announced acquisition of Communications & Power Industries, Inc. (CPI) in a transaction valued at approximately $300 million.

CPI is the nation’s leading provider of vacuum electron devices (VEDs), satellite communications amplifiers, medical imaging generators, and other related equipment for defense and commercial applications. As part of the Cypress transaction, members of CPI management retained a significant equity stake in the Company.

“As one of the world’s foremost designers and manufacturers of highly specialized microwave and radio frequency products, CPI is a leader in a unique market niche,” said Michael F. Finley, Managing Director of The Cypress Group. “We look forward to working with the CPI management team to build on the Company’s long and successful track record of innovation and product excellence.”

“We are delighted to have completed this transaction, and look forward to our partnership with Cypress as we chart the next chapter of growth for CPI,” said Joe Caldarelli, Chief Executive Officer of CPI.

UBS Investment Bank, Bear, Stearns & Co. and Wachovia Securities provided the senior debt financing for the transaction.

Communications & Power Industries, Inc. is a world leader in the development, manufacture and distribution of components for systems used to generate, amplify and transmit high-power/ high-frequency microwave and radio frequency signals. End-use applications of these systems include the transmission of radar signals for navigation and location; transmission of false signals for electronic countermeasures; transmission and amplification of voice, data and video signals for broadcasting, internet and telecommunications; and various other uses in the industrial, medical and scientific markets.

Exhibit 99.1 2

The Cypress Group L.L.C. manages two private equity funds with more than $3.5 billion in commitments. Cypress invests in privately negotiated transactions, targeting operating businesses and investing with management to foster continued growth. Investments made by Cypress include Cinemark, Inc.; AMTROL, Inc.; Williams Scotsman, Inc.; WESCO International, Inc.; ClubCorp, Inc.; Danka Business Systems PLC; MedPointe Inc.; Montpelier Re Holdings Ltd.; Republic National Cabinet Corp.; Catlin Group Ltd.; The Meow Mix Company; and Financial Guaranty Insurance Company (FGIC).

# # #

EX-99.2 4 f95980exv99w2.htm EXHIBIT 99.2

Exhibit 99.2

NOTICE OF REDEMPTION
12% Senior Subordinated Notes due 2005 of
Communications & Power Industries, Inc.

CUSIP No. 20338CAC8*:

     NOTICE IS HEREBY GIVEN, pursuant to Section 3.03 of the Indenture (the “Indenture”), dated as of August 11, 1995, by and among Communications & Power Industries, Inc., a Delaware corporation, as successor in interest to CPII Acquisition Corp., a Delaware corporation (the “Company”), the Guarantors (as defined therein) and BNY Western Trust Company, as successor in interest to U.S. Trust Company of California, N.A., as Trustee (the “Trustee”) and paying agent (the “Paying Agent”) pertaining to the Company’s 12% Senior Subordinated Notes due 2005 (the “Notes”), as amended by the First Supplemental Indenture, dated as of August 11, 1995, and the Second Supplemental Indenture, dated as of December 22, 1995, that the Company has elected to redeem all outstanding Notes. Capitalized terms used herein but not defined herein shall have the respective meanings assigned to such terms in the Indenture. The terms of the redemption shall be as follows:

     a) The redemption date will be February 22, 2004 (the “Redemption Date”).

     b) The Notes are being redeemed pursuant to Paragraph 6(a) of the Notes and Section 3.07(a) of the Indenture.

     c) The redemption price will be equal to 101.5% of principal amount of the Notes, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date (the “Redemption Price”).

     d) To collect the Redemption Price, the Notes must be surrendered to the Paying Agent (which is also the Trustee) at the following addresses:

BY HAND	BY MAIL
The Bank of New York	The Bank of New York
101 Barclay Street	P.O. Box 11265
New York, NY 10286	New York, NY 10286
Bond Redemption Unit (Lobby Level)	Attn: Fiscal Agencies Dept. (101B-7E)

     For Notes surrendered by mail, the use of registered or certified mail is suggested.

     e) Unless the Company defaults in making the redemption payment, interest on the Notes called for redemption will cease to accrue on and after the Redemption Date.

     HOLDERS SHOULD CAREFULLY REVIEW THE ATTACHED INSTRUCTIONS FOR SURRENDERING NOTES FOR REDEMPTION AND MUST COMPLETE THE ENCLOSED LETTER OF TRANSMITTAL.

* The Trustee is not responsible for the selection or use of the CUSIP number, and no representation is made as to the correctness of the CUSIP number set forth above or printed on the Notes. The CUSIP number set forth above is included solely for the convenience of the holders of Notes.

COMMUNICATIONS & POWER INDUSTRIES, INC.

Issuer

This Notice of Redemption is dated January 23, 2004.

-----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

Exhibit 99.1

EX-99.2

Exhibit 99.2