SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 1)

Radyne Corporation

(Name of Subject Company (Issuer))

Comtech TA Corp.

and

Comtech Telecommunications Corp.

(Names of Filing Persons (Offerors))

Common Stock, $.001 par value per share

(Title of Class of Securities)

750611402

(CUSIP Number of Class of Securities)

Fred Kornberg

Chairman, Chief Executive Officer and President

Comtech Telecommunications Corp.

68 South Service Road, Suite 230

Melville, New York 11747

(631) 962-7000

(Name, Address and Telephone Numbers of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

Jeffrey W. Tindell, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

4 Times Square

New York, New York 10036

(212) 735-3000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee*
$259,892,778	$10,213.79

* Estimated solely for purposes of calculating the filing fee in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended. The amount of the filing fee is calculated by multiplying the transaction value by 0.0000393. The transaction value was determined by multiplying the offer price of $11.50 per share by 22,599,372, the number of common stock, par value $.001 per share (“Shares”) of Radyne Corporation (“Radyne”) outstanding as of May 1, 2008, as represented by Radyne in the Merger Agreement, which Shares consist of (a) 18,808,528 shares issued and outstanding, and (b) 3,790,844 shares reserved for future issuance pursuant to Radyne stock options or stock incentive rights granted pursuant to Radyne stock option plans.

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $10,213.79	Filing Party: Comtech TA Corp. and Comtech Telecommunications Corp.
Form or Registration No.: SC TO	Date Filed: May 22, 2008

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ third-party tender offer subject to Rule 14d-1.

¨ issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:    ¨  

This Amendment No. 1 to Tender Offer Statement on Schedule TO (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed on May 22, 2008 (the “Schedule TO”) by Comtech TA Corp., a Delaware corporation (“Purchaser”), and Comtech Telecommunications Corp., a Delaware corporation (“Comtech”). This Amendment is being filed on behalf of Comtech and Purchaser.

The Schedule TO relates to the offer by Purchaser to purchase all issued and outstanding shares of common stock, par value $.001 per share (“Shares”), of Radyne Corporation, a Delaware corporation (“Radyne”), at a price of $11.50 per Share, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 22, 2008 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), which are annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.

Except as specifically set forth herein, this Amendment does not modify any of the information previously reported on the Schedule TO. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.

As permitted by General Instruction F to Schedule TO, the information set forth in the Schedule TO, as amended by this Amendment, including all appendices, schedules, exhibits and annexes hereto and thereto, is hereby expressly incorporated by reference herein in response to Items 1 through 12 of the Schedule TO. You should read this Amendment together with the Schedule TO.

Items 1 through 9 and 11.

Items 1 through 9 and 11 of the Schedule TO, which incorporate by reference the information contained in the Offer, are hereby amended and supplemented as follows:

"On June 23, 2008, Comtech announced that Purchaser has extended the expiration for its tender offer to purchase all issued and outstanding Shares of Radyne, at a price of $11.50 per Share, to 12:00 midnight, New York City time, on Tuesday, July 15, 2008. Based on a preliminary count by the depositary for the tender offer, as of the close of business on June 20, 2008 (the date on which the tender offer was scheduled to expire), a total of 16,712,593 Shares, which represent approximately 88% of the Shares subject to the tender offer, have been tendered and not withdrawn pursuant to the tender offer and an additional 847,083 Shares were guaranteed to be delivered within the next three days. Comtech also announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, is scheduled to expire at 11:59 P.M. on Monday, June 30, 2008, unless earlier terminated by the Antitrust Division of the U.S. Department of Justice or Comtech receives a request for additional information or documentary material from the Antitrust Division prior to that time."

The full text of the press release announcing the extension of the Offer is attached as Exhibit (a)(5)(B) hereto and is incorporated herein by reference.

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented as follows:

(a)(1)(A)	Offer to Purchase, dated May 22, 2008*
(a)(1)(B)	Form of Letter of Transmittal*
(a)(1)(C)	Form of Notice of Guaranteed Delivery*
(a)(1)(D)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
(a)(1)(E)	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*

(a)(1)(F)	Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification), including instructions for completing the form*
(a)(1)(G)	Press release issued by Comtech, dated May 12, 2008 (incorporated by reference to Form 8-K filed by Comtech with the Securities and Exchange Commission on May 12, 2008)*
(a)(1)(H)	Form of summary advertisement, published May 22, 2008 in The New York Times*
(a)(2)	Not applicable
(a)(3)	Not applicable
(a)(4)	Not applicable
(a)(5)(A)	Questions and Answers issued by Comtech, dated May 12, 2008 (incorporated by reference to Form 8-K filed by Comtech with the Securities and Exchange Commission on May 12, 2008)*
(a)(5)(B)	Press Release issued by Comtech, dated June 23, 2008
(b)	Not applicable
(d)(1)	Agreement and Plan of Merger, dated as of May 10, 2008, by and among Radyne, Comtech and Comtech TA Corp.*
(d)(2)	Confidentiality Agreement, dated as of January 3, 2008, by and between Comtech and Radyne*
(g)	Not applicable
(h)	Not applicable
*	Previously filed

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Comtech TA Corp.
By:	/s/    MICHAEL D. PORCELAIN
Name:  Michael D. Porcelain
Title:    Vice President, Secretary and Treasurer
Comtech Telecommunications Corp.
By:	/s/    FRED KORNBERG
Name:  Fred Kornberg
Title:    Chairman, Chief Executive Officer and President

Dated: June 23, 2008

EXHIBIT INDEX

(a)(1)(A)	Offer to Purchase, dated May 22, 2008*
(a)(1)(B)	Form of Letter of Transmittal*
(a)(1)(C)	Form of Notice of Guaranteed Delivery*
(a)(1)(D)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
(a)(1)(E)	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
(a)(1)(F)	Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification), including instructions for completing the form*
(a)(1)(G)	Press release issued by Comtech, dated May 12, 2008 (incorporated by reference to Form 8-K filed by Comtech with the Securities and Exchange Commission on May 12, 2008)*
(a)(1)(H)	Form of summary advertisement, published May 22, 2008 in The New York Times*
(a)(2)	Not applicable
(a)(3)	Not applicable
(a)(4)	Not applicable
(a)(5)(A)	Questions and Answers issued by Comtech, dated May 12, 2008 (incorporated by reference to Form 8-K filed by Comtech with the Securities and Exchange Commission on May 12, 2008)*
(a)(5)(B)	Press Release issued by Comtech, dated June 23, 2008
(b)	Not applicable
(d)(1)	Agreement and Plan of Merger, dated as of May 10, 2008, by and among Radyne, Comtech and Comtech TA Corp.*
(d)(2)	Confidentiality Agreement, dated as of January 3, 2008, by and between Comtech and Radyne*
(g)	Not applicable
(h)	Not applicable
*	Previously filed

EX-99.1

Exhibit (a)(5)(b)

Comtech Extends Tender Offer for Radyne Corporation

Melville, NY – June 23, 2008: Comtech Telecommunications Corp. (“Comtech”) (NASDAQ:CMTL) announced today that Comtech TA Corp., a wholly-owned subsidiary of Comtech, has extended the expiration for its tender offer to purchase all issued and outstanding shares of common stock, par value $.001 per share (“Shares”), of Radyne Corporation (“Radyne”) (NASDAQ: RADN), at a price of $11.50 per Share, to 12:00 midnight, New York City time, on Tuesday, July 15, 2008. Based on a preliminary count by the depositary for the tender offer, as of the close of business on June 20, 2008 (the date on which the tender offer was scheduled to expire), a total of 16,712,593 Shares, which represent approximately 88% of the Shares subject to the tender offer, have been tendered and not withdrawn pursuant to the tender offer and an additional 847,083 Shares were guaranteed to be delivered within the next three days. Comtech also announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, is scheduled to expire at 11:59 P.M. on Monday, June 30, 2008, unless earlier terminated by the Antitrust Division of the U.S. Department of Justice or Comtech receives a request for additional information or documentary material from the Antitrust Division prior to that time.

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 or ineffective. 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.

Additional Information about the Transaction and Where to Find It

The description contained herein is neither an offer to purchase nor a solicitation of an offer to sell shares of Radyne. Comtech has filed a tender offer statement with the U.S. Securities and Exchange Commission (the "SEC"). Investors and Radyne security holders are strongly advised to read the tender offer statement (including an offer to purchase, letter of transmittal and related tender offer documents) and the related solicitation/recommendation statement filed by Radyne with the SEC, because they contain important information. These documents are available at no charge on the SEC's website at www.sec.gov. In addition, a copy of the offer to purchase, letter of transmittal and certain other related tender offer documents may be obtained free of charge by directing a written request to: Comtech Telecommunications Corp., 68 South Service Road, Suite 230, Melville, New York 11747, Attention: Investor Relations.

Cautionary Statement Regarding Forward-Looking Statements

Certain information in this press release may contain forward-looking statements, including but not limited to, information relating to 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 Comtech'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 tender offer or merger may not be consummated for reasons including that the conditions precedent to the completion of those transactions may not be satisfied, timing of receipt of, and Comtech'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 subpoena from the U.S. Immigration and Customs Enforcement branch of the Department of Homeland Security, and other factors described in Comtech's filings with the SEC.

Media Contacts:

Michael Porcelain, Senior Vice President and Chief Financial Officer

Jerome Kapelus, Senior Vice President, Strategy and Business Development

(631) 962-7000

Info@comtechtel.com