form8-k.htm

Comtech and CPI Receive Hart-Scott-Rodino Second Request

MELVILLE, N.Y. and PALO ALTO, Calif., August 2, 2010 -- Comtech Telecommunications Corp. (Nasdaq:CMTL) and CPI International, Inc. (Nasdaq:CPII) said today that they are in the process of responding to a request for additional information and documentary material from the Department of Justice that they received on August 2, 2010 in connection with the previously announced acquisition by Comtech of CPI. This action, often referred to as a second request, is a part of the regulatory approval process under the Hart-Scott-Rodino Antitrust Improvements Act. Completion of the transaction remains subject to the expiration or termination of the waiting period under the Hart-Scott-Rodino Act and other customary closing conditions. Comtech and CPI will work with the Department of Justice to respond to the second request.

About Comtech Telecommunications Corp.

Comtech Telecommunications Corp. designs, develops, produces and markets innovative products, systems and services for advanced communications solutions. Comtech believes many of its solutions play a vital role in providing or enhancing communication capabilities when terrestrial communications infrastructure is unavailable, inefficient or too expensive. Comtech conducts business through three complementary segments: telecommunications transmission, mobile data communications and RF microwave amplifiers. Comtech sells products to a diverse customer base in the global commercial and government communications markets. Comtech believes it is a leader in the market segments that it serves.

About CPI International, Inc.

CPI International, Inc., headquartered in Palo Alto, California, is the parent company of Communications & Power Industries, Inc., a leading provider of microwave, radio frequency, power and control solutions for critical defense, communications, medical, scientific and other applications. Communications & Power Industries, Inc. develops, manufactures and distributes products used to generate, amplify, transmit and receive high-power/high-frequency microwave and radio frequency signals and/or provide power and control for various applications. End-use applications of these systems include the transmission of radar signals for navigation and location; transmission of deception signals for electronic countermeasures; transmission and amplification of voice, data and video signals for broadcasting, Internet and other types of comm ercial and military communications; providing power and control for medical diagnostic imaging; and generating microwave energy for radiation therapy in the treatment of cancer and for various industrial and scientific applications.

Additional Information about the Transaction and Where to Find It

This press release shall not constitute an offer of any securities for sale. The acquisition will be submitted to CPI’s stockholders for their consideration. In connection with the acquisition, Comtech has filed a registration statement on Form S-4, and Comtech and CPI intend to file other relevant materials with the SEC, including a definitive proxy statement/prospectus and other relevant documents concerning the merger. Investors and stockholders of Comtech and CPI are urged to read the registration statement, the proxy statement/prospectus and other relevant documents filed with the SEC when they become available, as well as any amendments or supplements to the documents because they will contain important information about Comtech, CPI and the merger.

Stockholders of Comtech and CPI can obtain more information about the proposed transaction by reviewing: the Form 8-K filed by Comtech and CPI on May 11, 2010 in connection with the announcement of the entry into the merger agreement; Comtech's registration statement on Form S-4 with the SEC on June 21, 2010 and the amendment thereto filed on July 19, 2010; and any other relevant documents filed or to be filed with the SEC. All filings, including any definitive proxy statement/prospectus, other relevant materials, and any other document filed by Comtech and CPI with the SEC, may be obtained free of charge at the SEC’s web site at www.sec.gov. In addition, investors and stockholders may obtain free copies of the documents filed with the SEC by directing a written request to: Comtech Telecommunications Corp., 68 South Service Road, Suite 230, Melville, New York 11747, Attention: Investor Relations, or CPI International, Inc., 811 Hansen Way, Palo Alto, California 94303, Attention: Investor Relations. Investors and stockholders are urged to read the registration statement, the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the merger.

Participants in Solicitations

Comtech, CPI and their respective directors, executive officers and other members of their management and employees may be deemed to be participants in the solicitation of proxies from stockholders of CPI in connection with the merger. Information regarding Comtech's directors and officers is available in Comtech's proxy statement on Schedule 14A for its 2009 annual meeting of stockholders, which was filed with the SEC on November 9, 2009. Information regarding CPI’s directors and executive officers is available in CPI’s proxy statement on Schedule 14A for its 2010 annual meeting of stockholders, which was filed with the SEC on January 20, 2010. Additional information regarding the interests of such potential participants will be included in the proxy statement and the other relevant documents filed with the SEC w hen they become available.

Cautionary Statement Regarding Forward-Looking Statements

Certain information in this press release contains forward-looking statements, including but not limited to, information relating to Comtech Telecommunications Corp.’s (the “Company”) future performance and financial condition, plans and objectives of the Company's management and the Company's assumptions regarding such future performance, financial condition, plans and objectives that involve certain significant known and unknown risks and uncertainties and other factors not under the Company's control which may cause actual results, future performance and financial condition, and achievement of plans and objectives of the Company's management to be materially different from the results, performance or other expectations implied by these forward-looking statements. These factors include: the risk that the acquisition of CPI may not be consummated for reasons including that the conditions precedent to the completion of the acquisition may not be satisfied; the possibility that the expected synergies from the proposed merger will not be realized, or will not be realized within the anticipated time period; the risk that the Company’s and CPI’s businesses will not be integrated successfully; the possibility of disruption from the merger making it more difficult to maintain business and operational relationships; any actions taken by either of the companies, including but not limited to, restructuring or strategic initiatives (including capital investments or asset acquisitions or dispositions); the timing of receipt of, and the Company's performance on, new orders that can cause significant fluctuations in net sales and operating results; the timing and funding of government contracts; adjustments to gross profits on long-term contracts; risks associated with international sales, rapid technological change, evol ving industry standards, frequent new product announcements and enhancements, changing customer demands, and changes in prevailing economic and political conditions; risks associated with the results of ongoing investigations into the Company's compliance with export regulations; risks associated with the Company's legal proceedings and other matters; risks associated with the Company's MTS and BFT contracts; risks associated with the Company's obligations under its revolving credit facility; and other factors described in the Company's and CPI’s filings with the Securities and Exchange Commission.

PCMTL

Media Contacts for Comtech Telecommunications Corp.:

Michael Porcelain, Senior Vice President and Chief Financial Officer

Jerome Kapelus, Senior Vice President, Strategy and Business Development

(631) 962-7000

Info@comtechtel.com

Media Contact for CPI International, Inc.:

Amanda Mogin, Director of Investor Relations

(650) 846-3998

amanda.mogin@cpii.com

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August 2, 2010		0-7928
Date of Report (Date of earliest event reported)		Commission File Number

Delaware		11-2139466
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

	68 South Service Road, Suite 230 Melville, New York 11747
	(Address of Principal Executive Offices) (Zip Code)


	(631) 962-7000
	(Registrant’s telephone number, including area code)

Exhibit Number		Description
99.1		Joint press release of Comtech Telecommunications Corp. and CPI International, Inc. dated August 2, 2010.

Dated: August 2, 2010

By:	/s/ Michael D. Porcelain
	Name: Michael D. Porcelain
	Title: Senior Vice President and
	Chief Financial Officer