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

Date of Report (Date of earliest event reported): November 22, 2015

(Exact name of registrant as specified in its charter)

Delaware	0-7928	11-2139466
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

68 South Service Road, Suite 230
Melville, New York 11747

(Address of principal executive offices, including 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 (see General Instruction A.2. below):

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

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

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

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

Item 7.01 Regulation FD Disclosure.

On November 22, 2015, Comtech Telecommunications Corp., a Delaware corporation (“Comtech”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Comtech, Typhoon Acquisition Corp., a Maryland corporation and wholly owned subsidiary of Comtech (“Merger Sub”), and TeleCommunication Systems, Inc., a Maryland corporation (“TCS”). Pursuant to the Merger Agreement, Merger Sub will commence a tender offer to purchase all of the outstanding shares of common stock of TCS, par value $0.01 per share, for $5.00 per share in cash (the “Offer”). If successful, the Offer will be followed by a merger of Merger Sub with and into TCS, with TCS surviving the merger as a wholly owned subsidiary of Comtech (the “Merger”).

Comtech prepared an investor presentation with respect to the contemplated Merger. A copy of the investor presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Such investor presentation shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

Item 8.01. Other Events.

On November 23, 2015, Comtech and TCS issued a joint press release announcing the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

On November 23, 2015, the documents attached hereto as Exhibit 99.3 and 99.4 were disseminated by Comtech in connection with the Merger.

Additional Information About the Offer

The Offer described herein has not yet commenced.  The description contained herein is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of TCS.  At the time the Offer is commenced, Comtech and Merger Sub intend to file with the SEC a Tender Offer Statement on Schedule TO containing an offer to purchase, a form of letter of transmittal and other documents relating to the Offer, and TCS intends to file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer.  Comtech, Merger Sub and TCS intend to mail these documents to the stockholders of TCS.  THESE DOCUMENTS, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER AND TCS STOCKHOLDERS ARE URGED TO READ THEM CAREFULLY WHEN THEY BECOME AVAILABLE.  Stockholders of TCS will be able to obtain a free copy of these documents (when they become available) and other documents filed by TCS, Comtech or Merger Sub with the SEC at the website maintained by the SEC at www.sec.gov. Stockholders will be able to obtain a free copy of these documents (when they become available) from the information agent named in the offer to purchase, or from Comtech 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 report contains forward-looking statements regarding Comtech, 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, among other things: the risk that the acquisition of TCS may not be consummated for reasons including that the conditions precedent to the completion of the acquisition may not be satisfied or the occurrence of any event, change or circumstance that could give rise to the termination of the Merger Agreement; 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 Comtech’s and TCS’s businesses will not be integrated successfully; the risk that requisite regulatory approvals will not be obtained; the possibility of disruption from the Merger making it more difficult to maintain business and operational relationships or retain key personnel; 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 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, and changes in prevailing economic and political conditions; risks associated with Comtech’s legal proceedings and other matters; risks associated with Comtech’s obligations under its revolving credit facility; and other factors described in Comtech’s and TCS’s filings with the SEC.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Investor Presentation.
99.2	Joint Press Release, dated November 23, 2015.
99.3	General Questions and Answers.
99.4	Employee Questions and Answers.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COMTECH TELECOMMUNICATIONS CORP.
Date: November 23, 2015	By:	/s/ Michael D. Porcelain
		Name:	Michael D. Porcelain
		Title:	Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Investor Presentation.
99.2	Joint Press Release, dated November 23, 2015.
99.3	General Questions and Answers.
99.4	Employee Questions and Answers.

EX-99.1

Exhibit 99.1

Comtech Telecommunications Corp. To Acquire TeleCommunication Systems, Inc. in a $430.8 Million Strategic and Cash Accretive Transaction Creates Scale and More Diversified Earnings Provides Entry into Growing Commercial Markets Enhances Position with Existing Customers Generates Meaningful Cost Synergies + This presentation contains information as of November 23, 2015. See disclosures on page 2 and 11.

Forward - Looking Statements 2 Cautionary Statement Regarding Forward - Looking Statements Certain information in this presentation contains forward - looking statements regarding Comtech Telecommunications Corp . (“ Comtech ” or the “Company ”) , including but not limited to, information relating to Comtech’s f uture 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, among other things : the risk that the acquisition of TeleCommunication Systems, Inc . (“TCS”) may not be consummated for reasons including that the conditions precedent to the completion of the acquisition may not be satisfied or the occurrence of any event, change or circumstance that could give rise to the termination of the merger agreement ; 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 Comtech’s and TCS’s businesses will not be integrated successfully ; the risk that requisite regulatory approvals will not be obtained ; the possibility of disruption from the merger making it more difficult to maintain business and operational relationships or retain key personnel ; 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 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, and changes in prevailing economic and political conditions ; risks associated with Comtech’s legal proceedings and other matters ; risks associated with Comtech’s obligations under its revolving credit facility ; and other factors described in Comtech’s and TCS’s filings with the SEC . Use of Non - GAAP Financial Metrics This presentation contains a Non - GAAP financial metric called Adjusted EBITDA which represents earnings before interest, income taxes, depreciation and amortization of intangibles and stock - based compensation, amortization of deferred financing fees, strategic alternatives analysis expenses and other (income) expenses . Adjusted EBITDA is a non - GAAP operating metric used by Comtech in assessing Comtech’s and TCS’s operating results . The Company's definition of Adjusted EBITDA may differ from the definition of EBITDA used by other companies and may not be comparable to similarly titled measures used by other companies . Adjusted EBITDA is also a measure frequently requested by the Company's investors and analysts . The Company believes that investors and analysts may use Adjusted EBITDA, along with other information contained in its SEC filings, in assessing its ability to generate cash flow and service debt .

Overview of TeleCommunication Systems 3 Commercial • Leading provider of 911 technology for routing calls via cellular, VoIP, and NextGen systems • Hosts and manages cellular carrier infrastructure for text messaging • Developing “Trusted Location” technology Government • Provides mission - critical C4ISR solutions and field support – Designs , installs, and operates wireless communications systems – Prime on over - the - horizon (troposcatter systems) contract vehicles – Classified cybersecurity contracts – Provides traditional IT services and cyber training ~$364.1 Million of TTM Revenue ~1,100 Employees A technology innovator in secure, highly reliable wireless communications

Key Strategic Benefits 4 + Provides Entry Into Growing Commercial Markets • TCS markets are at growth inflection points • Expands Comtech into public safety markets that are adopting NextGeneration 911 solutions • Expands Comtech into the mobile application market which has a need for Trusted Location solutions • Brings new relationships with large U.S . domestic customers, including Verizon, AT&T, and state and local governments Creates Scale and More Diversified Earnings • More than doubles the size of Comtech’s business with combined revenues exceeding $600 million • Reduces volatility associated with challenging international (including emerging market) business conditions • Comtech’s business will include repeat - type revenue from hosted systems such as NextGeneration 911 solutions • Expands Comtech’s hardware product portfolio and positions Comtech on mobile devices Provides for Meaningful Cost Synergies • Total synergies of $12.0 million (with approximately $8.0 million incurred in the first year after closing) • Comtech intends to reduce duplicate public company costs • Reduced spending on maintaining multiple information technology systems • Obtain increased operating efficiencies throughout the combined companies Enhances Position With Existing Customers • Secures prime contractor position on U.S. government contracts which include our OTH ( troposcatter) equipment • Provides more opportunities for cross - selling Comtech’s equipment including modems, amplifiers and Blue - Force Tracking - like services to TCS’s federal, state and local government customers • Provides opportunities for TCS to cross - sell their commercial applications to Comtech’s international customers

44% 56% 50% 50% 68% 32% 53% 47% 89% 11% 56% 44% Creates Scale and More Diversified Earnings 5 Standalone Revenue Breakdown (2) Pro Forma Combined Revenue Breakdown Notes: (1) Represents TCS’s financials for the four fiscal quarters ended September 30, 2015. (2) Based on Comtech’s fiscal year ended July 31, 2015 and TCS’s fiscal year ended December 31, 2014. (3) For purposes of this presentation, Comtech’s government revenue represents sales to the U.S. Government and a North African country, while commercial revenue represents sales to U.S. commercial and other International customers , as presented in Comtech’s filings with the SEC . Domestic International Commercial Government (1) (3) Fiscal Year 2015 LTM 3Q 2015 FY 2015 + LTM 3Q 2015 ($ in millions) July 31, 2015 September 30, 2015 Pro Forma b Revenue $307.3 $364.1 $671.4 Adjusted EBITDA $51.8 $40.4 $92.2 % Margin 16.8% 11.1% 13.7% See disclosures on page 2 and reconciliation to GAAP on page 10 related to the definition and use of Adjusted EBITDA.

TCS Markets Are at Growth Inflection Points 6 Notes: (1) Based on TCS’s fiscal year ended December 31, 2014. Safety & Security Solutions Applications Solutions Government Solutions Cyber Intelligence Solutions 50% Examples: • NextGen 911 • ESInet Examples: • Trusted Location • Indoor Location Examples: • C4ISR • Mission critical communication systems such as deployable troposcatter systems Examples: • Cyber Security 16% Percent of Revenue (1) 50% • Wireless / VoIP 911 service for network operators • TCS routes ~50% of all U.S. wireless 911 calls • Software & equipment for location - based & messaging infrastructure • Managed “cloud - services” • C4ISR systems integration • Broad suite of tactical communications products • Managed networks, logistics, etc. services • Cyber security training • Security assessments and audits • Computer network operations Commercial Government

Expands Comtech’s Hardware Product Portfolio 7 Notes: (1) SNAP = Secret / Non - secure Internet Protocol Router Access Point very small aperture terminal (VSAT) satellite ground termi nal. VSAT Advanced Products and Components Protected Communications Connected Mobility Solutions Baseband Wireless Wideband Terrestrial MicroSat SNAP (1) X/Y Antenna Maritime Antennas Wireless Point to Point Links Solid State Drives P - COTM Vehicle Mount P - Ultra Airborne IMPACT Tactical IMPACT Rugged Custom Solutions Lynx Custom Feeds TSR, C22 Man Wearable Solutions Ultra Vehicle Solutions Ultra Tropo

Positions Comtech on Mobile Devices 8 Short Message Service Center (“SMSC”) • Software has been used by wireless carrier subscribers to send and receive text or data messages since 1997 • Systems enable the use of text messaging to communicate with 911 public safety answering points through major network operators • Provides ongoing operational support (administration, optimization , and configuration) for installed base • Maintenance services include customer support, troubleshooting , and developing and installing maintenance releases • Application / People (A2P ) and Machine / Machine (M2M) usage continues to rise Trusted Location - Based Services (“LBS”) • Applications – TCS white label applications – Build your own on a standards based Location Based Services (LBS) or Location ToolKit (LTK) software development kit – Co - develop with TCS • Platform – LBS network based location – LTK software development kits – Alternative LBS suppliers Indoor and high - accuracy applications becoming more important, where TCS is particularly strong Continued investment in next generation protocols (3G , LTE and IP) extend the life of the platform for years to come

TCS Brings Adjusted EBITDA of ~$40.4 million Excluding Synergies to Comtech 9 Transaction Related Expenses Acquisition Expected to be Cash Accretive • Comtech preliminarily estimates that it will incur approximately $27.5 million of transaction related expenses including certain change - in - control payments, and professional fees for financial and legal advisors and debt extinguishment costs • Excluding the impact of amortization of intangibles associated with purchase accounting and transaction related expenses, the acquisition is expected to be cash accretive • Comtech will provide its expectations of when the transaction is expected to close and provide revenue and earnings guidance in a future announcement Transaction Overview • Comtech will make a first step cash tender offer of $ 5.00 per TCS share. Once the first step cash tender is completed, it will be followed by a merger at the same price. All existing TCS debt of approximately $143.6 million is anticipated to be repaid upon closing • The acquisition has a transaction equity value of approximately $ 339.7 million and an enterprise value of approximately $430.8 million. The purchase price represents an implied transaction multiple of approximately 8.9x based on the last trailing twelve months of reported TCS Adjusted EBITDA. Comtech has received a commitment for a credit facility funded in the amount of up to $400.0 million • Upon closing, Comtech is expected to have $52.7 million of cash and total leverage of about 3.9x trailing twelve months combined pro forma Adjusted EBITDA. This leverage is expected to decrease over time, based on cash flows generated from the combined businesses. Although the credit facility is expected to have restrictions, the credit facility permits and Comtech anticipates maintaining its annual targeted dividend rate of $1.20 per share. The credit facility provides that Comtech may conduct an equity offering for newly issued common shares to reduce total leverage prior to or after the close

10 Reconciliation of GAAP Net Income to Adjusted EBITDA TCS CMTL Excluding Synergies Four Fiscal Quarters Ended September 30, 2015 Four Fiscal Quarters Ended July 31, 2015 Pro Forma Combined (2) Reconciliation of GAAP Net Income to Adjusted EBITDA (1) : GAAP net income $ 3,688 $23,245 $26,933 Interest, net 8,123 74 8,197 Depreciation and amortization 17,443 12,736 30,179 Income taxes 3,509 10,758 14,267 Amortization of stock-based compensation 4,747 4,363 9,110 Amortization of deferred financing fees 895 - 895 Strategic alternatives expenses 2,131 585 2,716 Other (income) expense (104) - (104) Adjusted EBITDA $40,432 $51,761 $92,193 (1) Represents earnings before interest, income taxes, d epreciation and amortization of intangibles and stock - based compensation based on the Adjusted EBITDA calculation utilized by Comtec h. Adjusted EBITDA is a non-GAAP operating metric used by Comtech in assessing both its and TCS’s operating results. Comtech’s definition of Adjusted EBITDA may differ from the definition of Adjusted EBITDA used by TCS and other companies, and may not be c omparable to similarly titled measures used by other companies. Adjusted EBITDA is also a measure frequently requested by Comt ech’s investors and analysts. Comtech believes that investors and analysts may use Adjusted EBITDA, along with other information c ontained in its SEC filings, in assessing its ability to generate cash flow and service debt. (2) Pro Forma Combined results exclude all expenses resulting from the acquisition (including, for example changes in interest expense associated with the cre dit facility commitment received by Comtech as well as synergies and changes in amortization of acquired intangibles).

11 Additional Information About the Tender Offer The tender offer described herein has not yet commenced . The description contained herein is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of TCS . At the time the tender offer is commenced, Comtech and its wholly owned subsidiary, Typhoon Acquisition Corp . , intend to file with the U . S . Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO containing an offer to purchase, a form of letter of transmittal and other documents relating to the tender offer, and TCS intends to file a Solicitation/Recommendation Statement on Schedule 14 D - 9 with respect to the tender offer . Comtech, Typhoon Acquisition Corp . and TCS intend to mail these documents to the stockholders of TCS . THESE DOCUMENTS, EACH AS MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER AND TCS STOCKHOLDERS ARE URGED TO READ THEM CAREFULLY WHEN THEY BECOME AVAILABLE . Stockholders of TCS will be able to obtain a free copy of these documents (when they become available) and other documents filed by TCS, Comtech or Typhoon Acquisition Corp . with the SEC at the website maintained by the SEC at www . sec . gov . Stockholders will be able to obtain a free copy of these documents (when they become available) from the information agent named in the offer to purchase, or from Comtech by directing a written request to : Comtech Telecommunications Corp . , 68 South Service Road, Suite 230 , Melville, New York 11747 , Attention : Investor Relations .

EX-99.2

Exhibit 99.2

Comtech Telecommunications Corp. to Acquire

TeleCommunication Systems, Inc. for $430.8 Million in a

Strategic and Cash Accretive Transaction

Melville, NY and Annapolis, MD – November 23, 2015 - Comtech Telecommunications Corp. (NASDAQ: CMTL or “Comtech”) and TeleCommunication Systems, Inc. (NASDAQ: TSYS or “TCS”) jointly announced today the signing of a definitive merger agreement under which Comtech will purchase TCS in a cash transaction for $5.00 per TCS share, or approximately a $430.8 million enterprise value. The $5.00 price per share represents a premium of 13.9% as compared to the last closing trading price of TCS common stock, a premium of 28.6% as compared to the volume-weighted average trading price over the last ninety trading days and a premium of 35.1% as compared to the last closing trading price one day after TCS’s July 6, 2015 announcement that its Board had formed a special committee to explore strategic alternatives to enhance stockholder value.

During the twelve months ended September 30, 2015, TCS reported revenue of $364.1 million and Adjusted EBITDA of $40.4 million, and during the twelve months ended July 31, 2015, Comtech reported revenue of $307.3 million and Adjusted EBITDA of $51.8 million. Based on the trailing twelve months reported for the two companies, pro forma combined revenue would have been $671.4 million, with Adjusted EBITDA of $92.2 million (excluding synergies). The combined companies employ about 2,000 people.

Dr. Stanton Sloane, President and Chief Executive Officer of Comtech, said, “We are excited to have reached this agreement with TCS and believe this combination is beneficial to the stakeholders of both companies. TCS is a unique business and a leading provider of mission-critical C4ISR solutions and next generation emergency 911 services to leading cellular and VoIP providers. The acquisition is a significant step in our strategy of entering complementary markets and expanding our domestic and international commercial offerings. We welcome TCS’s senior management and talented workforce to the Comtech team and are excited about the future.”

Maurice B. Tosé, President and Chief Executive Officer of TCS, said, “The TCS Board of Directors and management believe this strategic combination with Comtech is compelling and provides significant benefits for our stockholders, customers and employees. Our customers will benefit from greater resources and more diverse product offerings, and our employees will benefit from being part of a larger more diversified company.”

Key Strategic Benefits for Comtech Include:

· Creates scale and more diversified earnings, reducing volatility associated with challenging international (including emerging markets) business conditions;

· Provides entry into commercial markets, including the public safety market which has a growing need for next generation emergency 911 systems;

· Enhances position with existing customers including establishing Comtech as a prime contractor on several U.S. government contracts, including becoming the prime contractor for sale of its over-the-horizon microwave systems (troposcatter) products; and

· Generates meaningful cost synergies.

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Dr. Sloane and Mr. Tosé jointly stated, “We are excited about the benefit that this transaction will bring to our customers and expect benefits from enhanced resources for both companies. We anticipate honoring and bringing enhanced resources to all existing agreements with customers, VARs, distributors, OEMs and other partners.”

Acquisition Expected to be Cash Accretive and Provides for Meaningful Cost Synergies

The acquisition is expected to be cash accretive in the first year of the acquisition and to result in approximately $12.0 million of synergies in the second year after closing (with approximately $8.0 million achieved in the first year after closing). Synergies are expected to be achieved by reduction of duplicate public company costs, reduced spending on maintaining multiple information technology systems and obtaining increased operating efficiencies throughout the combined company.

In connection with the acquisition of TCS, Comtech expects to incur transaction related expenses including certain change-in-control payments, professional fees for financial and legal advisors and debt extinguishment costs. Comtech preliminarily estimates that these expenses will approximate $27.5 million, some of which are expected to be immediately expensed upon closing, some expensed during the first year following the closing and some capitalized in accordance with purchase accounting rules. Pursuant to accounting rules, the acquisition is expected to result in a material increase in annual amortization expense related to intangibles and possible other fair value adjustments.

Comtech will provide combined revenue, Adjusted EBITDA and diluted earnings per share guidance in a future announcement.

Transaction Details and Closing Conditions

Under the terms of the merger agreement, unanimously approved by both companies’ Board of Directors, Comtech will make a first step cash tender offer at $5.00 per TCS share. Once the first step cash tender is completed, it will be followed by a merger at the same price. All TCS debt of approximately $143.6 million is anticipated to be repaid upon the closing of the transaction.

The acquisition has a transaction equity value of approximately $339.7 million and an enterprise value of approximately $430.8 million. The purchase price of $430.8 million represents an implied transaction multiple of approximately 8.9x based on the last trailing twelve months of reported TCS Adjusted EBITDA plus approximately $8.0 million of first year identified synergies.

As of September 30, 2015, TCS had approximately $51.6 million of cash, cash equivalents and marketable securities and, as of July 31, 2015, Comtech had $151.0 million of cash and cash equivalents. Comtech will fund the acquisition by redeploying approximately $149.9 million of the $202.6 million of pro forma combined cash, cash equivalents and marketable securities, and has received a commitment for a credit facility funded in the amount of up to $400.0 million from a major financial institution for the remainder of the purchase price.  The exact terms of the credit facility will be finalized at close. On a pro forma basis and including estimated transaction fees of $27.5 million, Comtech would have approximately $52.7 million of cash at closing.

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On a pro forma basis, at the time of close, the combined company is expected to have total leverage of about 3.9x trailing twelve months combined pro forma Adjusted EBITDA. This is expected to decrease over time, based on cash flows generated from the combined businesses. Although the credit facility is expected to have restrictions, the credit facility permits and Comtech anticipates maintaining its annual targeted dividend rate of $1.20 per share. The credit facility provides that Comtech may conduct an equity offering for newly issued common shares to reduce total leverage prior to or after the close.

The transaction is subject to customary closing conditions, including the tender of at least a majority by vote of outstanding shares of TCS common stock and expiration of the applicable waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, and the transaction is expected to close no later than March 2016.

Maurice B. Tosé, Chairman, CEO and President of TCS and Jon B. Kutler, Founder of Admiralty Partners, Inc. and a director of TCS, each a significant stockholder of TCS, have entered into support agreements pursuant to which they have agreed to tender their shares, subject to terms and conditions, to demonstrate their strong support of the proposed transaction.

Investor Presentation and Other Information

A separate investor presentation and question and answer documents relating to the acquisition are available at www.comtechtel.com.

Comtech management will discuss the transaction in more detail as part of its first quarter earnings conference call which generally occurs during the first half of December. Comtech will provide the exact date of its first quarter earnings call in a future announcement.

Citigroup Global Markets Inc. is serving as financial advisor to Comtech. Proskauer Rose LLP is acting as Comtech’s legal counsel. Lazard is acting as financial advisor to TCS. Bryan Cave LLP is acting as TCS’s legal counsel.

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 TeleCommunication Systems, Inc.

TeleCommunication Systems, Inc., headquartered in Annapolis, Maryland, is a world leader in secure and highly reliable wireless communications. TCS’s patented solutions, global presence, operational support and engineering talent enable 911, commercial location-based services and deployable wireless infrastructure; cybersecurity; defense and aerospace components; and applications for mobile location-based services and messaging. TCS’s principal customers are wireless network operators, defense and public safety government agencies, and Fortune 150 enterprises requiring high reliability and security.

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Additional Information About the Tender Offer

The tender offer described herein has not yet commenced. The description contained herein is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of TCS. At the time the tender offer is commenced, Comtech and its wholly owned subsidiary, Typhoon Acquisition Corp., intend to file with the U.S. Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO containing an offer to purchase, a form of letter of transmittal and other documents relating to the tender offer, and TCS intends to file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. Comtech, Typhoon Acquisition Corp. and TCS intend to mail these documents to the stockholders of TCS. THESE DOCUMENTS, EACH AS MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER AND TCS STOCKHOLDERS ARE URGED TO READ THEM CAREFULLY WHEN THEY BECOME AVAILABLE. Stockholders of TCS will be able to obtain a free copy of these documents (when they become available) and other documents filed by TCS, Comtech or Typhoon Acquisition Corp. with the SEC at the website maintained by the SEC at www.sec.gov. Stockholders will be able to obtain a free copy of these documents (when they become available) from the information agent named in the offer to purchase, or from Comtech 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 contains forward-looking statements regarding Comtech, 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, among other things: the risk that the acquisition of TCS may not be consummated for reasons including that the conditions precedent to the completion of the acquisition may not be satisfied or the occurrence of any event, change or circumstance that could give rise to the termination of the merger agreement; 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 Comtech’s and TCS’s businesses will not be integrated successfully; the risk that requisite regulatory approvals will not be obtained; the possibility of disruption from the merger making it more difficult to maintain business and operational relationships or retain key personnel; 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 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, and changes in prevailing economic and political conditions; risks associated with Comtech’s legal proceedings and other matters; risks associated with Comtech’s obligations under its revolving credit facility; and other factors described in Comtech’s and TCS’s filings with the SEC.

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Certain information in this press release contains forward-looking statements regarding TCS, including, but not limited to, the expected timing of the completion of the transaction and the benefits of the transaction to TCS stockholders. These forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on any forward-looking statements. Due to known and unknown risks, actual results may differ from expectations or projections.

The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the effect of the announcement of the tender offer and related transactions on the business relationships of TCS (including partners, customers and suppliers), operating results and business generally; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, and the risk that the merger agreement may be terminated in circumstances that require TCS to pay a termination fee of $10.2 million; the outcome of any legal proceedings that may be instituted against TCS or Comtech related to the merger agreement or any of the transactions contemplated by the merger agreement; uncertainties as to the number of TCS stockholders who may tender their TCS common stock in the tender offer; the failure to satisfy the conditions to completion of the merger and the tender offer, including the receipt of all regulatory approvals related to the transactions; the failure of Comtech to consummate its necessary financing arrangements; risks that the tender offer and related transactions disrupt current plans and operations of TCS and the potential difficulties in employee retention as a result of the proposed transactions; the effects of local, national and global economic, credit and capital market conditions on the economy in general, and other risks and uncertainties; as well as those risks and uncertainties described from time to time in reports and public filings with the SEC made by TCS and Comtech.

------See Reconciliation of GAAP Net Income to Adjusted EBITDA on Next Page ------

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Reconciliation of GAAP Net Income to Adjusted EBITDA

	TCS			CMTL		Excluding  Synergies
	Four Fiscal Quarters Ended September 30, 2015			Four Fiscal Quarters Ended July 31, 2015		Pro Forma Combined(2)
Reconciliation of GAAP Net Income to Adjusted EBITDA(1):
GAAP net income	$	3,688		$	23,245	$	26,933
Interest, net		8,123			74		8,197
Depreciation and amortization		17,443			12,736		30,179
Income taxes		3,509			10,758		14,267
Amortization of stock-based compensation		4,747			4,363		9,110
Amortization of deferred financing fees		895			-		895
Strategic alternatives expenses		2,131			585		2,716
Other (income) expense		(104	)		-		(104	)
Adjusted EBITDA	$	40,432		$	51,761	$	92,193

(1) Represents earnings before interest, income taxes, depreciation and amortization of intangibles and stock-based compensation based on the Adjusted EBITDA calculation utilized by Comtech. Adjusted EBITDA is a non-GAAP operating metric used by Comtech in assessing both its and TCS’s operating results. Comtech’s definition of Adjusted EBITDA may differ from the definition of Adjusted EBITDA used by TCS and other companies, and may not be comparable to similarly titled measures used by other companies. Adjusted EBITDA is also a measure frequently requested by Comtech’s investors and analysts. Comtech believes that investors and analysts may use Adjusted EBITDA, along with other information contained in its SEC filings, in assessing its ability to generate cash flow and service debt.

(2) Pro Forma Combined results exclude all expenses resulting from the acquisition (including, for example changes in interest expense associated with the credit facility commitment received by Comtech as well as synergies and changes in amortization of acquired intangibles).

Media Contact for Comtech Telecommunications Corp.:

Michael D. Porcelain, Senior Vice President and Chief Financial Officer

(631) 962-7103

Info@comtechtel.com

###

PCMTL

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EX-99.3

Exhibit 99.3

      +

Comtech Telecommunications Corp.

to Acquire TeleCommunication Systems, Inc. in a

$430.8 Million Strategic and Cash Accretive Transaction

Creates Scale and More Diversified Earnings
Provides Entry into Growing Commercial Markets
Enhances Position with Existing Customers
Generates Meaningful Cost Synergies

General Questions and Answers

Cautionary Statement Regarding Forward-Looking Statements

Certain information in this document contains forward-looking statements regarding Comtech Telecommunications Corp. (“Comtech”), 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, among other things: the risk that the acquisition of TeleCommunication Systems, Inc. (“TCS”) may not be consummated for reasons including that the conditions precedent to the completion of the acquisition may not be satisfied or the occurrence of any event, change or circumstance that could give rise to the termination of the merger agreement; 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 Comtech’s and TCS’s businesses will not be integrated successfully; the risk that requisite regulatory approvals will not be obtained; the possibility of disruption from the merger making it more difficult to maintain business and operational relationships or retain key personnel; 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 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, and changes in prevailing economic and political conditions; risks associated with Comtech’s legal proceedings and other matters; risks associated with Comtech’s obligations under its revolving credit facility; and other factors described in Comtech’s and TCS’s filings with the SEC.

Certain information in this document contains forward-looking statements regarding TCS, including, but not limited to, the expected timing of the completion of the transaction and the benefits of the transaction to TCS stockholders. These forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on any forward-looking statements. Due to known and unknown risks, actual results may differ from expectations or projections.

The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the effect of the announcement of the tender offer and related transactions on the business relationships of TCS (including partners, customers and suppliers), operating results and business generally; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, and the risk that the merger agreement may be terminated in circumstances that require TCS to pay a termination fee of $10.2 million; the outcome of any legal proceedings that may be instituted against TCS or Comtech related to the merger agreement or any of the transactions contemplated by the merger agreement; uncertainties as to the number of TCS stockholders who may tender their TCS common stock in the tender offer; the failure to satisfy the conditions to completion of the merger and the tender offer, including the receipt of all regulatory approvals related to the transactions; the failure of Comtech to consummate its necessary financing arrangements; risks that the tender offer and related transactions disrupt current plans and operations of TCS and the potential difficulties in employee retention as a result of the proposed transactions; the effects of local, national and global economic, credit and capital market conditions on the economy in general, and other risks and uncertainties; as well as those risks and uncertainties described from time to time in reports and public filings with the SEC made by TCS and Comtech.

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Table of Contents

Topic	Page
A. Transaction Rationale, Background and Details	4
B. Due Diligence, Synergies and Impact on Accretion	6
C. Closing Timetable	7
D. Antitrust and Stockholder Communication	7
E. Reconciliation of TCS’s GAAP Net Income to Adjusted EBITDA	8

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A. Transaction Rationale, Background and Details

1. What is the strategic and financial rationale for combining Comtech and TCS?

We are very excited about this acquisition as it provides a number of strategic and financial benefits for Comtech:

· TCS brings approximately $40.4 million of Adjusted EBITDA (disclosures related to use of Non-GAAP measures can be found at the end of this presentation) to Comtech (based on TCS’s four consecutive quarters ended September 30, 2015).

· Creates scale and more diversified earnings, reducing volatility associated with challenging international (including emerging markets) business conditions.

· Provides entry into commercial markets such as the public safety market which has a growing need for next generation emergency 911 systems. Comtech believes this market is at a growth inflection point.

· Provides access to TCS’s existing U.S. government contracts, including contracts for which TCS is a prime. This access is expected to accelerate Comtech’s strategy to increase its win rate and ultimately its revenues from U.S. government customers. TCS has an excellent track record of contract wins. In fact, TCS is the prime contractor for U.S. Government sales of Comtech’s over-the-horizon microwave systems (troposcatter) products.

· Provides an opportunity to leverage Comtech’s international sales channels and sell TCS’s emergency service technologies and commercial applications abroad.

· Strategically deploys a significant portion of Comtech’s existing cash. On a pro forma combined basis, Comtech would have approximately $52.7 million after closing. Additionally, Comtech believes that given the historically low interest rate environment that we are currently operating in, it makes sense to leverage our balance sheet to enhance stockholder value. This leverage is expected to decrease over time, based on cash flows generated from the combined businesses.

2. How was the price for TCS determined?

· We believe we are paying a fair price for TCS. The $5.00 price per share represents a premium of 13.9% as compared to the closing price of TCS common stock on November 20, 2015, the last trading day prior to announcement of this transaction, a premium of 28.6% as compared to the volume-weighted average trading price over the last ninety trading days and a premium of 35.1% as compared to the closing price one day after TCS’s July 6, 2015 announcement that its Board had formed a special committee to explore strategic alternatives to enhance stockholder value.

· The acquisition has a transaction equity value of approximately $339.7 million and an enterprise value of approximately $430.8 million. The purchase price of $430.8 million represents an implied transaction multiple of approximately 8.9x based on the last trailing twelve months of reported TCS Adjusted EBITDA plus approximately $8.0 million of first year identified synergies.

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· Based on a careful analysis of fundamental value, we feel comfortable that the price is fair to stockholders of both companies and look forward to the long-term financial and strategic benefits of the combination.

3. When did Comtech begin considering this transaction?

· Shortly after Dr. Stanton Sloane became President and CEO of Comtech, TCS and Comtech began a dialogue to discuss strategic opportunities related to Comtech’s over-the-horizon products which TCS purchases and resells to the U.S. government pursuant to a prime contract held by TCS. On July 6, 2015, TCS announced the formation of a special committee to explore strategic alternatives and Comtech was subsequently contacted by TCS’s financial advisor Lazard. Ultimately, Comtech and TCS entered into a merger agreement on November 22, 2015.

4. Would a stock buyback have been more accretive than what you are anticipating for the TCS transaction?

· The acquisition of TCS by Comtech is a cash accretive transaction. Although we are not providing specific earnings per share guidance for the TCS transaction at this time, it is fair to say that it is likely that a stock buyback would have been more accretive in the short-term. However, as indicated above, there are a number of strategic benefits that the acquisition will bring to Comtech, which we believe will unlock value for our stockholders over time. We believe this transaction allows us to better utilize our balance sheet capacity while providing long-term benefits of synergies and diversification.

5. Will Comtech reduce or eliminate its annual dividend program?

· Although the credit facility is expected to have restrictions, the credit facility permits and Comtech anticipates maintaining its annual targeted dividend rate of $1.20 per share. Additionally, the credit facility provides that Comtech may conduct an equity offering for newly issued common shares to reduce total leverage prior to or after the close.

6. How do the cultures of the two companies compare? Are there any major differences you see that could be an impediment to integration?

· We believe our operating cultures are similar in some areas and complimentary in others. Both companies sell to commercial and government customers and have been developing innovative telecommunications solutions for decades. While Comtech has a more manufacturing-oriented business, we believe that TCS’s more service-focused model will be complementary. As a result, we do not see any impediments to integration, and in fact, believe that our combined experience will benefit the overall company. As public companies for many years, both companies share a culture of openness to best practices.

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7. Are you planning any specific restructuring charges, and if so, what is your estimate of the total charges?

· In connection with the acquisition of TCS, Comtech expects to incur transaction related expenses including certain change-in-control payments, professional fees for financial and legal advisors and debt extinguishment costs. Comtech preliminarily estimates that these expenses will approximate $27.5 million, some of which are expected to be immediately expensed upon closing, some expensed during the first year following the closing and some capitalized in accordance with purchase accounting rules. Pursuant to accounting rules, the acquisition is expected to result in a material increase in annual amortization expense related to intangibles and possible other fair value adjustments.

B. Due Diligence, Synergies and Impact on Accretion

8. How much due diligence were you able to do?

· We believe that we have conducted a customary and appropriate due diligence review of TCS’s business. Although TCS is a publicly traded company that is audited by an outside accounting firm, we have retained our own team of financial and legal advisors to assist us with different aspects of the transaction. We have had Comtech executives meet with TCS management to review matters within their specific areas of expertise. We have also engaged outside consultants to assist us. As a result, we are well-satisfied with our evaluation of TCS’s business.

9. How will you be able to achieve operating synergies of $12.0 million by the second year (with $8.0 million occurring in the first year)?

· Synergies are expected to be achieved through reduction of duplicate public company costs, reduced spending on maintaining multiple information technology systems and increased operating efficiencies throughout the combined company.

· We also believe that with additional time and focus, we may identify additional synergy opportunities.

10. Are you anticipating any revenue synergies?

· We believe that over time, we will be able to accelerate revenue growth of our product lines as we capitalize on TCS’s long-standing customer relationships, contract win rate, and proprietary technology. In addition, Comtech’s international footprint may help TCS penetrate markets abroad.

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11. Do you have the expertise and experience to manage such a large acquisition?

· Comtech successfully completed the acquisition of Radyne Corporation, which was the largest acquisition in our history. Many of Comtech’s senior executives have extensive experience working for large companies and integrating acquisitions. We are confident that we have the right team in place for the task at hand.

C. Closing Timetable

12. What is the process from announcement to closing? When will the deal close?

· The transaction is subject to customary closing conditions, including the tender of at least a majority by vote of outstanding shares of TCS common stock and expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and the transaction is expected to close no later than March 2016.

D. Antitrust and Stockholder Communication

13. Do you anticipate any antitrust issues arising from this transaction? Do you anticipate a second request?

· We will make all of the appropriate regulatory filings and do not anticipate a second request.

14. Have you spoken to TCS’s major stockholders? What is their view of the transaction?

· Maurice B. Tosé, Chairman, CEO and President of TCS, and Jon B. Kutler, Founder of Admiralty Partners, Inc. and a director of TCS, each significant stockholders of TCS, have entered into support agreements pursuant to which they have agreed to tender their shares, subject to terms and conditions, to demonstrate their strong support of the proposed transaction.

15. Under what circumstances would you terminate this transaction?

· We are highly committed to this transaction and intend to work expeditiously to complete it. As you know, merger agreements for public companies customarily provide for termination rights of both parties under certain circumstances, none of which are anticipated to occur here.

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E. Reconciliation of TCS’s GAAP Net Income to Adjusted EBITDA

	TCS
	Four Fiscal Quarters Ended September 30, 2015
Reconciliation of GAAP Net Income to Adjusted EBITDA(1):
GAAP net income	$	3,688
Interest, net		8,123
Depreciation and amortization		17,443
Income taxes		3,509
Amortization of stock-based compensation		4,747
Amortization of deferred financing fees		895
Strategic alternatives expenses		2,131
Other (income) expense		(104	)
Adjusted EBITDA	$	40,432

(1) Represents earnings before interest, income taxes, depreciation and amortization of intangibles and stock-based compensation based on the Adjusted EBITDA calculation utilized by Comtech. Adjusted EBITDA is a non-GAAP operating metric used by Comtech in assessing both its and TCS’s operating results. Comtech’s definition of Adjusted EBITDA may differ from the definition of Adjusted EBITDA used by TCS and other companies, and may not be comparable to similarly titled measures used by other companies. Adjusted EBITDA is also a measure frequently requested by Comtech’s investors and analysts. Comtech believes that investors and analysts may use Adjusted EBITDA, along with other information contained in its SEC filings, in assessing its ability to generate cash flow and service debt.

Page 8 of 8

EX-99.4

Exhibit 99.4

+

Comtech Telecommunications Corp.

to Acquire TeleCommunication Systems, Inc. in a

$430.8 Million Strategic and Cash Accretive Transaction

Creates Scale and More Diversified Earnings
Provides Entry into Growing Commercial Markets
Enhances Position with Existing Customers
Generates Meaningful Cost Synergies

Employee Questions and Answers

Cautionary Statement Regarding Forward-Looking Statements

Certain information in this document contains forward-looking statements regarding Comtech Telecommunications Corp. (“Comtech”), 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, among other things: the risk that the acquisition of Telecommunication Systems, Inc. (“TCS”) may not be consummated for reasons including that the conditions precedent to the completion of the acquisition may not be satisfied or the occurrence of any event, change or circumstance that could give rise to the termination of the merger agreement; 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 Comtech’s and TCS’s businesses will not be integrated successfully; the risk that requisite regulatory approvals will not be obtained; the possibility of disruption from the merger making it more difficult to maintain business and operational relationships or retain key personnel; 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 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, and changes in prevailing economic and political conditions; risks associated with Comtech’s legal proceedings and other matters; risks associated with Comtech’s obligations under its revolving credit facility; and other factors described in Comtech’s and TCS’s filings with the SEC.

Certain information in this document contains forward-looking statements regarding TCS, including, but not limited to, the expected timing of the completion of the transaction and the benefits of the transaction to TCS stockholders. These forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on any forward-looking statements. Due to known and unknown risks, actual results may differ from expectations or projections.

The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the effect of the announcement of the tender offer and related transactions on the business relationships of TCS (including partners, customers and suppliers), operating results and business generally; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, and the risk that the merger agreement may be terminated in circumstances that require TCS to pay a termination fee of $10.2 million; the outcome of any legal proceedings that may be instituted against TCS or Comtech related to the merger agreement or any of the transactions contemplated by the merger agreement; uncertainties as to the number of TCS stockholders who may tender their TCS common stock in the tender offer; the failure to satisfy the conditions to completion of the merger and the tender offer, including the receipt of all regulatory approvals related to the transactions; the failure of Comtech to consummate its necessary financing arrangements; risks that the tender offer and related transactions disrupt current plans and operations of TCS and the potential difficulties in employee retention as a result of the proposed transactions; the effects of local, national and global economic, credit and capital market conditions on the economy in general, and other risks and uncertainties; as well as those risks and uncertainties described from time to time in reports and public filings with the SEC made by TCS and Comtech.

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Employee Questions and Answers

1. How will this transaction benefit employees?

· This transaction is important to employees of both companies. We believe that the combination of two great companies will allow us to invest in new technologies and enable us to provide employees of both companies with a broader range of career opportunities.

2. Will there be any layoffs as a result of the transaction?

· Comtech and TCS will remain independent companies until the merger closes. Comtech does not anticipate cancelling any product lines after the acquisition is completed, and intends to support all products, solutions and customers world-wide. Obviously, employees from both companies will be critical to the success of the combination and we believe there will be more opportunities for employees of both companies to advance their careers as we work to achieve that success.

· Although we anticipate that some redundant functions will be eliminated, the growth of the combined companies is expected to result in a net increase in jobs.

· While it is premature to discuss specifics now, we will be working together at the appropriate time to assemble an integration team that will begin identifying how to best build upon each company’s strengths and most effectively bring our companies together. We intend to provide future communication regarding the specifics of integration plans as we gain better visibility on the timeline for the completion of the transaction.

3. How will this transaction affect my benefits?

· During the integration planning stages, Comtech will perform a comprehensive review of all benefit plans and will provide further communication to TCS employees.

· As a combined company, we expect to continue to offer a comprehensive and competitive compensation and benefits package for employees of both companies that will allow us to continue to attract and retain the talent needed to drive success.

· Any benefit plan changes will be communicated in advance so that employees can consider their personal situations in light of those changes.

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4. After the transaction closes, what will the combined company be called?

· Although the combined company will be called Comtech, we intend to retain and leverage each company’s strong brand names.

5. Who will lead the combined company and will the Company’s headquarters be moved to Maryland or stay in New York?

· The headquarters of the combined company will be in Melville, New York, Comtech’s corporate headquarters, under the leadership of Comtech CEO and President, Stan Sloane, and SVP and CFO, Michael Porcelain. We look forward to working with the entire senior management of TCS to make this acquisition a success, and are not planning to make changes in the leadership of TCS’s business operations.

· During our due diligence review of TCS’s business, we have met with many members of TCS’s senior management and a number of other TCS employees, and have been very impressed. TCS has an impressive company-wide IT infrastructure, including its enterprise resource planning system and customer relations management system. We expect to leverage this infrastructure for Comtech’s existing businesses.

6. What can employees expect in the interim?

· It will be business as usual. TCS’s senior management will make all decisions related to TCS’s business until the merger closes.

· Until then, TCS and Comtech will remain separate and independent companies.  We all need to remain focused on achieving our goals and serving our customers with the same passion and dedication that they expect and deserve. We intend to update employees from time to time as we move toward completion of the transaction. In the meantime, we are counting on all of you to continue, as always, to provide our customers with market-leading solutions and services.

7. Should I be speaking to my counterpart at the other company?

· Until the transaction closes, it is business as usual.  You should not contact any employee at the other company unless you are requested to do so by your supervisor.

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8. How will this transaction affect our relationship with our customers?

· We believe that the transaction will be beneficial to all of our customers. We will be able to offer a broader range of products and services to our customers, and will have additional resources, primarily talented employees, to invest in innovative products and services. 

· After permission is received from each respective CEO, Comtech and TCS sales teams will soon call and email their respective customers separately to inform them of this news and help address any questions. We will be sharing with our customers our enthusiasm for the many benefits to them of this transaction.

9. What should I do if I receive a call from a reporter or analyst asking for information about the acquisition?

· We caution you that there are securities and other laws and regulations that may apply to communications about this transaction. As such, we are strongly discouraging employees from making statements to the press, securities analysts, and the media without prior authorization of your senior management.

· If contacted by the press, securities analysts or the media, please inform your local subsidiary President or supervisor.

10. Where can employees obtain additional information?

· Many of the details regarding how the combined companies will operate are still being worked out. As plans are developed, we will strive to keep you up to date.  In the interim, your manager and Human Resource representative will be available to address questions you may have.

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Additional Information About the Tender Offer

The tender offer described herein has not yet commenced. The description contained herein is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of TCS. At the time the tender offer is commenced, Comtech and its wholly owned subsidiary, Typhoon Acquisition Corp., intend to file with the U.S. Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO containing an offer to purchase, a form of letter of transmittal and other documents relating to the tender offer, and TCS intends to file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. Comtech, Typhoon Acquisition Corp. and TCS intend to mail these documents to the stockholders of TCS. THESE DOCUMENTS, EACH AS MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER AND TCS STOCKHOLDERS ARE URGED TO READ THEM CAREFULLY WHEN THEY BECOME AVAILABLE. Stockholders of TCS will be able to obtain a free copy of these documents (when they become available) and other documents filed by TCS, Comtech or Typhoon Acquisition Corp. with the SEC at the website maintained by the SEC at www.sec.gov. Stockholders will be able to obtain a free copy of these documents (when they become available) from the information agent named in the offer to purchase, or from Comtech by directing a written request to: Comtech Telecommunications Corp., 68 South Service Road, Suite 230, Melville, New York 11747, Attention: Investor Relations.

5