-----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, LAx9rRrhKM4B4vJRKJnEFzh+LyUE94zIIy0wXZhgZKHB53kusgZEsCvP436e2fGb QCZ8YT3BI7vlrfsITv+bvg== 0001012975-03-000208.txt : 20030718 0001012975-03-000208.hdr.sgml : 20030718 20030718144747 ACCESSION NUMBER: 0001012975-03-000208 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030718 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030718 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-07928 FILM NUMBER: 03792890 BUSINESS ADDRESS: STREET 1: 105 BAYLIS RD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 5167778900 MAIL ADDRESS: STREET 1: 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 8-K 1 e137847v2.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 17, 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 incorporation or organization) Number) 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 17, 2003, Comtech Telecommunications Corp. issued a press release announcing the completion of a sale, subject to customary closing matters, of 2,100,000 shares of its common stock in a private placement 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 17, 2003. 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 17, 2003 By: /S/ ROBERT G. ROUSE ------------------------------------- Name: Robert G. Rouse Title: Senior Vice President and Chief Financial Officer 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 COMPLETION OF PRIVATE PLACEMENT OF COMMON STOCK MELVILLE, NEW YORK - JULY 17, 2003 - Comtech Telecommunications Corp. (Nasdaq: CMTL) reported that it has completed a sale subject to customary closing matters, 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 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. -----END PRIVACY-ENHANCED MESSAGE-----