8-K 1 e137847.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------- FORM 8-K ------------------------------------- CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 JULY 16, 2003 0-7928 ---------------------------------- --------------------------------------- Date of Report Commission File Number (Date of earliest event reported) COMTECH TELECOMMUNICATIONS CORP. (Exact name of registrant as specified in its charter) DELAWARE 11-2139466 ---------------------------------- --------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 105 BAYLIS ROAD MELVILLE, NEW YORK 11747 ----------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (631) 777-8900 ----------------------------------------------------------- (Registrant's telephone number, including area code) ================================================================================ ITEM 5. OTHER EVENTS. On July 16, 2003, Comtech Telecommunications Corp. issued a press release announcing a private placement of 2,100,000 shares of its common stock for an aggregate price of approximately $40.6 million. Attached hereto and incorporated by reference herein as Exhibit 99.1 is a copy of such press release. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Not applicable. (b) Not applicable. (c) EXHIBITS: EXHIBIT NUMBER DESCRIPTION 99.1 Press Release of the Company, dated July 16, 2003. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Comtech Telecommunications Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. COMTECH TELECOMMUNICATIONS CORP. Dated: July 16, 2003 By:/s/ ROBERT G. ROUSE --------------------------------- Name: Robert G. Rouse Title: Senior Vice President and Chief Financial Officer 3 EXHIBIT 99.1 Contact: Fred Kornberg President and CEO or Robert G. Rouse Senior Vice President and CFO Comtech Telecommunications Corp. (631) 777-8900 COMTECH TELECOMMUNICATIONS CORP. ANNOUNCES PRIVATE PLACEMENT OF COMMON STOCK MELVILLE, NEW YORK - JULY 16, 2003 - Comtech Telecommunications Corp. (Nasdaq: CMTL) reported that it expects to complete a sale by the end of today, in a private placement, of 2,100,000 shares of its common stock for an aggregate price of approximately $40.6 million (or $19.33 per share). The number of shares and the per share price reflect the Company's 3-for-2 stock split which was effective after the markets closed on July 14, 2003. The Company intends to use the net proceeds of the sale of shares to prepay long-term debt and for other corporate purposes and has agreed to register for resale the shares to be sold in the private placement. The securities offered and sold in the private placement have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy the securities. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act of 1933, as amended. THIS PRESS RELEASE CONTAINS STATEMENTS THAT ARE FORWARD-LOOKING IN NATURE AND INVOLVE CERTAIN SIGNIFICANT KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, POTENTIAL DELAYS AND OTHER FACTORS. AS A RESULT, ACTUAL EVENTS COULD DIFFER MATERIALLY FROM SUCH FORWARD-LOOKING STATEMENTS. ANY FORWARD-LOOKING STATEMENT IN THIS NEWS RELEASE IS QUALIFIED IN ITS ENTIRETY BY SUCH RISKS AND UNCERTAINTIES.