8-K

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

May 4, 2009	0-7928
Date of Report (Date of earliest event reported)	Commission File Number

(Exact name of registrant as specified in its charter)

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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01Other Events.

As previously disclosed, on August 1, 2008, pursuant to an Agreement and Plan of Merger, dated as of May 10, 2008 (the “Merger Agreement”), with Radyne Corporation, a Delaware corporation (“Radyne”), Comtech TA Corp., a Delaware corporation (“Comtech TA”) and a wholly owned subsidiary of Comtech Telecommunications Corp., a Delaware corporation (“Comtech”), completed the tender offer for outstanding shares of Radyne and consummated the merger of Comtech TA with and into Radyne.

Unaudited pro forma condensed combined financial statements of Comtech as of and for the fiscal year ended July 31, 2008 are filed herewith as Exhibit 99.2.

Item 9.01Financial Statements and Exhibits.

(b) Pro Forma Financial Information

The following pro forma condensed combined financial statements of Comtech are filed herewith as Exhibit 99.2:

·Unaudited pro forma condensed combined balance sheet of Comtech as of July 31, 2008; and

·Unaudited pro forma condensed combined statement of operations of Comtech for the fiscal year ended July 31, 2008.

(d) Exhibits.

Exhibit	Description
99.2	Unaudited pro forma condensed combined financial statements of Comtech as of and for the fiscal year ended July 31, 2008.

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SIGNATURE

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.

Dated:    May 4, 2009

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

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EX-99.2

Exhibit 99.2

COMTECH TELECOMMUNICATIONS CORP.

AND SUBSIDIARIES

Unaudited Pro Forma Condensed Combined Financial Statements

Introduction

On August 1, 2008, pursuant to an Agreement and Plan of Merger, dated as of May 10, 2008 (the “Merger Agreement”), with Radyne Corporation, a Delaware corporation (“Radyne”), Comtech TA Corp., a Delaware corporation (“Comtech TA”) and a wholly owned subsidiary of Comtech Telecommunications Corp., a Delaware corporation (“Comtech”), completed the tender offer for outstanding shares of Radyne and consummated the merger of Comtech TA with and into Radyne.

The unaudited pro forma condensed combined balance sheet as of July 31, 2008, and the unaudited pro forma condensed combined statement of operations for the fiscal year ended July 31, 2008, presented herein, are based on the historical financial statements of Comtech and Radyne after giving effect to Comtech’s acquisition of Radyne and the assumptions, reclassifications and adjustments described in the accompanying notes to these unaudited pro forma condensed combined financial statements.

The unaudited pro forma condensed combined financial statements do not include any assumptions regarding cost savings synergies, and are not intended to represent or be indicative of Comtech’s consolidated results of operations or financial position that would have been reported had the acquisition of Radyne been completed as of the dates presented, and should not be taken as a representation of Comtech’s future consolidated results of operations or financial position.  No pro forma adjustment was made for the following items, which were each not considered material for the respective periods presented:

·Intercompany sales between Comtech and Radyne; and

·Conforming certain of Radyne’s accounting policies to Comtech’s accounting policies.

The unaudited pro forma condensed combined financial statements and related accompanying notes should be read in conjunction with the separate historical financial statements of Comtech and Radyne to the extent such information is filed with the Securities and Exchange Commission (the “SEC”).

Forward-Looking Statements

Certain information in this exhibit may contain forward-looking statements, including but not limited to, information relating to the Comtech’s future performance and financial condition, plans and objectives of Comtech’s management and Comtech’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 Comtech’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 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, evolving industry standards, frequent new product announcements and enhancements, changing customer demands, 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 Radyne acquisition, risks associated with the Department of Defense subpoenas, and other factors described in Comtech’s filings with the Securities and Exchange Commission.

1

COMTECH TELECOMMUNICATIONS CORP.

AND SUBSIDIARIES

Unaudited Pro Forma Condensed Combined Balance Sheet

	Comtech			Radyne	Pro Forma Adjustments			Pro Forma
	July 31, 2008			June 30, 2008	(See Note 3)			Combined
Assets
Current assets:
Cash and cash equivalents	$	410,067,000		24,542,000	(235,749,000	)	(A)	$	198,860,000
Accounts receivable, net	70,040,000			26,070,000	—			96,110,000
Inventories, net	85,966,000			27,330,000	1,520,000		(B)	114,816,000
Deferred costs	—			865,000	—			865,000
Prepaid expenses and other current assets	5,891,000			1,111,000	2,974,000		(C)(G)	9,976,000
Income tax receivable	—			1,470,000	(1,470,000	)	(C)	—
Deferred tax asset — current	10,026,000			4,334,000	—			14,360,000
Total current assets	581,990,000			85,722,000	(232,725,000	)		434,987,000
Property, plant and equipment, net	34,269,000			3,665,000	—			37,934,000
Goodwill	24,363,000			45,620,000	76,200,000		(E)	146,183,000
Intangibles with definite lives, net	7,505,000			7,876,000	47,324,000		(F)	62,705,000
Deferred financing costs, net	1,357,000			—	—			1,357,000
Deferred tax asset — non-current	—			193,000	(193,000	)	(D)	—
Other assets, net	3,636,000			236,000	—			3,872,000
Total assets	$	653,120,000		143,312,000	(109,394,000	)		$	687,038,000
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	31,423,000		6,563,000	—			$	37,986,000
Accrued expenses and other current liabilities	49,671,000			7,898,000	997,000		(H)	58,566,000
Customer advances and deposits	15,287,000			2,251,000	—			17,538,000
Other liabilities — current	108,000			291,000	(29,000	)	(F)	370,000
Interest payable	1,050,000			—	—			1,050,000
Deferred tax liability — current	—			—	204,000		(G)	204,000
Total current liabilities	97,539,000			17,003,000	1,172,000			115,714,000
Convertible senior notes	105,000,000			—	—			105,000,000
Other liabilities — non-current	—			1,931,000	2,216,000		(H)	4,147,000
Income taxes payable — non-current	1,909,000			1,299,000	—			3,208,000
Deferred tax liability — non-current	5,870,000			—	16,497,000		(D)(G)	22,367,000
Total liabilities	210,318,000			20,233,000	19,885,000			250,436,000
Stockholders’ equity:
Preferred stock, par value $.10 per share; shares authorized and unissued 2,000,000	—			—	—			—
Common stock, par value $.10 per share; authorized 100,000,000 shares, issued 24,600,166 shares	2,460,000			19,000	(19,000	)	(I)	2,460,000
Additional paid-in capital	186,246,000			82,599,000	(82,599,000	)	(I)	186,246,000
Retained earnings	254,281,000			40,432,000	(46,632,000	)	(I)	248,081,000
Other comprehensive income	—			29,000	(29,000	)	(I)	—
	442,987,000			123,079,000	(129,279,000	)		436,787,000
Less:
Treasury stock (210,937 shares)	(185,000		)	—	—			(185,000		)
Total stockholders’ equity	442,802,000			123,079,000	(129,279,000	)		436,602,000
Total liabilities and stockholders’ equity	$	653,120,000		143,312,000	(109,394,000	)		$	687,038,000

See notes to unaudited pro forma condensed combined financial statements.

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COMTECH TELECOMMUNICATIONS CORP.

AND SUBSIDIARIES

Unaudited Pro Forma Condensed Combined Statement of Operations

For the fiscal year ended July 31, 2008

	Twelve months ended:					Pro Forma
	Comtech			Radyne		Adjustments			Pro Forma
	July 31, 2008			June 30, 2008		(See Note 3)			Combined
Net sales	$	531,627,000		150,807,000		—			$	682,434,000
Cost of sales	296,687,000			91,995,000		1,520,000		(B)	390,202,000
Gross profit	234,940,000			58,812,000		(1,520,000	)		292,232,000
Expenses:
Selling, general and administrative	85,967,000			34,466,000		(1,653,000	)	(F)	118,780,000
Research and development	40,472,000			11,353,000		—			51,825,000
Amortization of intangibles	1,710,000			—		5,063,000		(F)	6,773,000
	128,149,000			45,819,000		3,410,000			177,378,000
Operating income	106,791,000			12,993,000		(4,930,000	)		114,854,000
Other expenses (income):
Interest expense	2,683,000			44,000		—			2,727,000
Interest income and other	(14,065,000		)	(989,000	)	10,208,000		(J)	(4,846,000		)
Income before provision for income taxes	118,173,000			13,938,000		(15,138,000	)		116,973,000
Provision for income taxes	41,740,000			4,866,000		(5,601,000	)	(K)	41,005,000
Net income	$	76,433,000		9,072,000		(9,537,000	)		$	75,968,000
Net income per share (see Note 4):
Basic	$	3.17							$	3.15
Diluted	$	2.76							$	2.75
Weighted average number of common shares outstanding — basic	24,138,000								24,138,000
Weighted average number of common shares and common equivalent shares outstanding assuming dilution — diluted	28,278,000								28,278,000

See notes to unaudited pro forma condensed combined financial statements.

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Comtech Telecommunications Corp. and Subsidiaries
Notes To Unaudited Pro Forma Condensed Combined Financial Statements

1.    Accounting Periods Presented.

The unaudited pro forma condensed combined balance sheet as of July 31, 2008, and the unaudited pro forma condensed combined statement of operations for the fiscal year ended July 31, 2008, presented herein, are based on the historical financial statements of Comtech and Radyne.

Because of different fiscal period ends, information is presented as outlined below:

·The unaudited pro forma condensed combined balance sheet as of July 31, 2008 is presented as if Comtech’s acquisition of Radyne had occurred on July 31, 2008, and combines the historical balance sheet of Comtech as of July 31, 2008 with the historical balance sheet of Radyne as of June 30, 2008.

·The unaudited pro forma condensed combined statement of operations for the fiscal year ended July 31, 2008 is presented as if Comtech’s acquisition of Radyne had occurred on August 1, 2007, and combines Comtech’s historical statement of operations for the fiscal year ended July 31, 2008 with Radyne’s historical statement of operations for the twelve months ended June 30, 2008.  Radyne’s historical statement of operations for the twelve months ended June 30, 2008 was derived by taking Radyne’s historical results of operations for the year ended December 31, 2007, subtracting Radyne’s historical results of operations for the six months ended June 30, 2007 and adding Radyne’s historical results of operations for the six months ended June 30, 2008.

2.    Preliminary Aggregate Purchase Price and Allocation.

The preliminary aggregate purchase price, as defined below, is comprised of:

Acquisition of 19,054,513 shares of Radyne common stock at $11.50 per share	$	219,127,000
Professional fees incurred by Comtech related to the acquisition	6,000,000
Settlement of all Radyne share-based awards in accordance with the Merger Agreement	6,557,000
Preliminary aggregate purchase price	$	231,684,000

In addition to the preliminary aggregate purchase price above, Comtech assumed additional Radyne liabilities of $4,065,000, which were triggered by the acquisition.  As discussed in Note 3(H), these assumed liabilities result in a corresponding increase to goodwill associated with the Radyne acquisition and were assumed to be paid concurrent with the consummation of the merger.

Comtech accounts for business combinations in accordance with Financial Accounting Standards Board Statement No. 141, “Business Combinations” (“SFAS No. 141”).

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Comtech Telecommunications Corp. and Subsidiaries
Notes To Unaudited Pro Forma Condensed Combined Financial Statements, Continued

In accordance with SFAS No. 141, the preliminary aggregate purchase price for Radyne was allocated to the net tangible assets, intangible assets and in-process research and development acquired based upon their respective estimated fair values as of August 1, 2008, as set forth below.  The preliminary excess of the aggregate purchase price over the net tangible assets, intangible assets, and in-process research and development acquired was allocated to goodwill.

	Preliminary Fair Value
Historical Radyne net assets as of June 30, 2008	$	123,079,000
Adjustments to eliminate Radyne’s historical goodwill and intangibles with definite lives, net, as of June 30, 2008	(53,467,000		)
Historical Radyne net tangible assets as of June 30, 2008	69,612,000
Preliminary fair value adjustments to net tangible assets (see Note 3):
Restructuring-related and assumed liabilities	(7,278,000		)
Deferred tax assets, net	2,120,000
Inventory step-up	1,520,000
Preliminary fair value of net tangible assets acquired as of June 30, 2008	65,974,000
Preliminary adjustments to record intangible assets at fair value:				Estimated Useful Lives
In-process research and development	6,200,000			Expensed immediately
Customer relationships	29,600,000			10 years
Core technologies	19,900,000			7 to 15 years
Trademarks and other	5,700,000			2 to 20 years
Goodwill	121,820,000			Indefinite
Deferred tax liabilities, net	(17,510,000		)
	165,710,000
Preliminary aggregate purchase price	$	231,684,000

The unaudited pro forma condensed combined financial statements presented, including the allocation of the aggregate purchase price, is based on preliminary estimates of the fair values of assets acquired and liabilities assumed and is based on the net tangible assets of Radyne as of June 30, 2008. The preliminary estimates are based on available information, certain assumptions and preliminary valuation work and may change upon finalization of the fair values of assets acquired and liabilities assumed.

The primary areas of the purchase price allocation that are not yet finalized relate to goodwill, income taxes and restructuring-related costs.  Management expects the allocation will be finalized within one year from the date of acquisition.

3.    Pro Forma Financial Statement Adjustments.

The following pro forma adjustments are included in the unaudited pro forma condensed combined financial statements:

(A)To record the payment of the preliminary aggregate purchase price of $231,684,000 and to record the assumed concurrent payment of certain assumed liabilities of Radyne of $4,065,000 (see Note 3(H)).

(B)To record the $1,520,000 estimated fair value step-up of work in process and finished goods inventory. This increase in value is a result of purchase accounting and will result in a corresponding $1,520,000 increase in amortization (recorded as an increase in cost of sales) as the inventory is sold, following consummation of the merger.

(C)To reclass Radyne’s historical current income tax receivable as of the balance sheet date to conform to Comtech’s historical presentation.

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Comtech Telecommunications Corp. and Subsidiaries
Notes To Unaudited Pro Forma Condensed Combined Financial Statements, Continued

(D)To record the netting of Radyne’s historical non-current deferred tax asset of $193,000 as of the balance sheet date with Comtech’s historical non-current deferred tax liability as of the balance sheet date.

(E)To eliminate Radyne’s historical goodwill as of the pro forma balance sheet date of $45,620,000 and to record the preliminary estimate of goodwill from Comtech’s acquisition of Radyne of $121,820,000.

(F)To record the difference between the historical amounts of Radyne’s inventory and intangible assets, net and the preliminary fair values of Radyne’s inventory and intangible assets acquired and associated pre-tax amortization expenses (excluding in-process research and development (“IPR&D”)). With respect to the pro forma condensed combined statement of operations for the fiscal year ended July 31, 2008, this pro forma adjustment also reclassifies Radyne’s historical amortization expense from selling, general and administrative expenses to amortization of intangibles in order to conform to Comtech’s historical presentation of such amortization.

	Radyne Historical Amounts, Net		Preliminary Fair Values	Increase, Net		Annual Amortization Based on Preliminary Fair Values
Intangibles (excluding IPR&D):
Core and developed technologies	$	6,276,000	19,900,000	$	13,624,000	$	1,678,000
Customer relationships	831,000		29,600,000	28,769,000		2,960,000
Trademarks and other	769,000		5,700,000	4,931,000		425,000
Total	$	7,876,000	55,200,000	$	47,324,000		5,063,000
Inventory:
Estimated fair value step-up	$	27,330,000	28,850,000	$	1,520,000	1,520,000
Total increase in amortization associated with fair value adjustments to inventory and intangible assets						$	6,583,000

In addition to the above amortization expense, immediately following the consummation of the merger, $6,200,000 of estimated amortization expense associated with Radyne’s acquired IPR&D will also be recorded in Comtech’s statement of operations.

(G)To record the following increase in deferred tax liabilities and deferred tax assets, as a result of recording fair value adjustments in purchase accounting. The estimated tax rates represent the weighted average tax rates of the jurisdictions in which the respective tax asset or liability is expected to be settled.

	Preliminary Fair Value Adjustment			Estimated Tax Rate	Deferred Tax Asset (Liability)
Fair value adjustments to:
Tangible liabilities, net	$	(5,729,000	)	37%	$	2,120,000
Intangible assets (excluding IPR&D)	47,324,000			37%	(17,510,000		)
Net deferred tax liabilities					$	(15,390,000	)

6

Comtech Telecommunications Corp. and Subsidiaries
Notes To Unaudited Pro Forma Condensed Combined Financial Statements, Continued

(H)To record the following preliminary nonrecurring pre-tax restructuring-related costs and assumed liabilities associated with Comtech’s acquisition of Radyne:

Restructuring-related costs:
Estimated net cost related to closure of Radyne’s Phoenix, Arizona facility	$	2,500,000
Severance for terminated Radyne employees	613,000
Other	100,000
			$	3,213,000
Assumed liabilities:
Professional fees incurred by Radyne related to acquisition	2,265,000
Change in control obligations triggered by acquisition	1,800,000
			4,065,000
Total preliminary nonrecurring costs			7,278,000
Less payment of certain assumed liabilities concurrent with merger			(4,065,000		)
Total preliminary nonrecurring costs accrued, net			$	3,213,000

The preliminary nonrecurring restructuring-related costs are required to be recorded on the pro forma balance sheet at fair value in accordance with Emerging Issues Task Force No. 95-3, “Recognition of Liabilities in Connection with a Purchase Business Combination” (“EITF 95-3”), and under Regulation S-X Article 11 governing pro forma adjustments. The accrual of the above preliminary nonrecurring restructuring-related costs and assumed liabilities resulted in a corresponding increase to goodwill.

The estimated net cost related to the closure of Radyne’s Phoenix, Arizona facility of approximately $2,500,000reflects the net present value of the total gross non-cancelable lease obligations of $13,054,000 and related costs (for the period of November 1, 2008 through October 31, 2018) associated with the vacated manufacturing facility, less the net present value of estimated gross sublease income of $8,389,000. The Company estimated sublease income based on the terms of fully executed sublease agreements for the facility and its assessment of future uncertainties relating to the real estate market. The Company currently believes that it is not probable that it will be able to sublease the facility beyond the executed sublease terms which expire on October 31, 2015.

(I)The following adjustments were recorded to reduce stockholders’ equity as of the date of acquisition:

Reduction to eliminate Radyne’s historical stockholders’ equity at June 30, 2008	$	123,079,000
Reduction to reflect the preliminary estimate of the fair value of acquired IPR&D	6,200,000
Total decrease to stockholders’ equity	$	129,279,000

The preliminary estimate of the fair value of acquired IPR&D was only recorded as a pro forma adjustment to stockholders’ equity in the unaudited pro forma condensed combined balance sheet. Such amount was not recorded as a pro forma adjustment to the unaudited pro forma condensed combined statement of operations, as such expense is considered nonrecurring with respect to Comtech’s acquisition of Radyne.

(J)To record the reduction to Comtech’s interest income as a result of paying $231,684,000 for the acquisition of Radyne in addition to the payment, totaling $4,065,000, of certain assumed liabilities of Radyne concurrent with the consummation of the merger.  The interest rate used in calculating the reduction to interest for the fiscal year ended July 31, 2008 was 4.33%, which represents the interest rate yielded during the period.

(K)To record the estimated net benefit from income taxes associated with the pro forma adjustments recorded in the pro forma condensed combined statement of operations.  Pro forma adjustments for the period presented were taxed at the estimated incremental rate of 37%.   The pro forma combined provision for income taxes does not reflect the amounts that would have resulted had Comtech and Radyne filed consolidated income tax returns during the period presented.

7

Comtech Telecommunications Corp. and Subsidiaries
Notes To Unaudited Pro Forma Condensed Combined Financial Statements, Continued

4.    Pro Forma Earnings Per Share.

The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statement of operations for the fiscal year ended July 31, 2008 are based upon the historical weighted average number of common shares outstanding.  Comtech’s acquisition of Radyne had no impact to Comtech’s basic and diluted weighted average common shares outstanding calculations for the unaudited pro forma condensed combined statement of operations presented, as Comtech did not issue any securities in connection with the acquisition of Radyne.  The following table reconciles the numerators and denominators used in the unaudited pro forma condensed combined basic and diluted EPS calculations:

	Twelve Months Ended July 31, 2008
Numerator:
Net income for basic calculation	$	75,968,000
Effect of dilutive securities:
Interest expense (net of tax) on convertible senior notes	1,667,000
Numerator for diluted calculation	$	77,635,000
Denominator:
Denominator for basic calculation	24,138,000
Effect of dilutive securities:
Stock options	807,000
Conversion of convertible senior notes	3,333,000
Denominator for diluted calculation	28,278,000

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