SC 14D9/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

SCHEDULE 14D-9/A

(RULE 14d-101)

Solicitation/Recommendation Statement
Under Section 14(d)(4) of
the Securities Exchange Act of 1934
(Amendment No. 4)

______________

Wegener Corporation

(Name of Subject Company)

Wegener Corporation

(Name of Person Filing Statement)

COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)

948585 10 4
(CUSIP Number of Class of Securities)

______________

Robert A. Placek
Chairman of the Board, President and Chief Executive Officer
Wegener Corporation
11350 Technology Circle
Duluth, Georgia 30097
(770) 814-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person Filing Statement)

Copies to:

Marlon F. Starr, Esq.
Smith, Gambrell & Russell, LLP
Suite 3100, Promenade II
1230 Peachtree Street, N.E.
Atlanta, Georgia 30309-3592
(404) 815-3500

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

TABLE OF CONTENTS

EX-99.(A)(8) PRESS RELEASE DATED MAY 14, 2003

EX-99.(A)(9) LETTER DATED MAY 14, 2003

     This Amendment No. 4 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 initially filed with the Securities and Exchange Commission (the “Commission”) on May 6, 2003 (the “Schedule 14D-9”) by Wegener Corporation, a Delaware corporation (the “Company” or “Wegener”) relating to the tender offer made by WC Acquisition Corp. (the “Offeror”), a wholly owned subsidiary of Radyne ComStream Inc. (“Radyne”), as set forth in a tender offer statement filed by the Offeror and Radyne on Schedule TO dated April 23, 2003, as amended (the “Schedule TO”), to pay $1.55 per share net to the seller in cash, for each share of Wegener common stock, upon the terms and conditions set forth in the Schedule TO. Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 14D-9.

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     Item 3. Past Contacts, Transactions, Negotiations and Agreements

     The following is hereby added to the end of the subsection entitled “Background of the Radyne Offer” under this Item:

     Also on May 13, 2003, and at about the same time Wegener mailed its letter to stockholders and issued its press release announcing such letter, Mr. Placek received a letter from Mr. Fitting addressed to the Wegener Board stating that Radyne would raise its Offer Price by an aggregate of up to $1.05 million (equal to the estimated severance payments to Wegener’s three most senior executive officers under the retention agreements entered into with senior management), IF Wegener agreed to (i) rescind those retention agreements; (ii) limit the potential payouts under the other retention agreements; (iii) redeem the rights issued under the stockholder rights agreement and (iv) publicly recommend the tender offer and subsequent merger. Radyne’s conditional offer equates to $.085 per Share, making the proposed new Offer Price $1.635 per Share.

     Upon receipt of Radyne’s letter, Mr. Placek immediately referred the letter to the independent committee of the Board for its analysis and recommendation to the full Wegener Board. Late that afternoon, the independent committee met via teleconference with its independent legal counsel and representatives of Morgan Keegan, which had also been provided a copy of Radyne’s letter. The independent committee reviewed the conditions specified by Radyne and noted that Radyne’s letter did not constitute an increased Offer Price but rather was a conditional offer to increase such price. The independent committee then discussed the proposed $.085 increase in the Offer Price with Morgan Keegan. Morgan Keegan reported that it had reviewed and updated its May 1 analyses and had engaged in extensive discussions with Wegener management regarding current business developments. After further discussion with Morgan Keegan and legal counsel, the independent committee concluded that even if the conditions specified in Radyne’s letter were acceptable and the Offer Price were increased to $1.635 per Share, such increase in the proposed Offer Price was not material and would still be grossly inadequate and unfair to Wegener stockholders. The independent committee also reiterated that the Company is not for sale at the present time.

     The independent committee then met via teleconference with the full Wegener Board and delivered the conclusions of its analysis of Radyne’s May 13 letter. The Wegener Board, after full discussion, accepted all of the recommendations of the independent committee, concluding that (i) the conditions outlined in the Radyne letter are not acceptable, (ii) even if offered, $1.635 per Share is grossly inadequate and unfair to Wegener stockholders, and (iii) the Company is not for sale at the present time.

     At the same time that the full Wegener Board was meeting with the independent committee, Radyne filed with the SEC preliminary proxy materials in connection with a solicitation of consents under Delaware law, seeking to amend certain provisions of Wegener’s By-laws, expand the number of directors on the Wegener Board to 15 and appoint nine identified individuals to fill those vacancies. The purpose of Radyne’s consent solicitation is to gain control of the Wegener Board and remove all impediments to the tender offer and subsequent merger. Counsel to Wegener advised the Wegener Board of Radyne’s filing during the Board meeting, and, after significant discussion, the Board authorized Wegener’s counsel to prepare proxy materials on behalf of Wegener seeking revocations of any consents that may be received through the Radyne solicitation.

     On May 14, Mr. Placek sent a letter to Mr. Fitting, and Wegener issued a press release, each announcing the conclusions of the Wegener Board with respect to Radyne’s conditional offer to raise the Offer Price. In addition, Wegener issued another press release announcing its initial reaction to Radyne’s

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filing of preliminary proxy materials to solicit consents, and filed such press release under cover of Schedule 14A.

     Item 9. Exhibits.

     Item 9 is hereby amended and supplemented by adding thereto the following:

Exhibit No.	Description
(a)(8)	Press Release dated May 14, 2003 issued by Wegener Corporation responding to proposed increase in offer price
(a)(9)	Letter dated May 14, 2003 from Robert A. Placek to Robert C. Fitting
(a)(10)	Press Release dated May 14, 2003 issued by Wegener Corporation responding to Radyne’s Filing of Preliminary Proxy Materials to Solicit Consents (incorporated by reference from the Registrant’s Schedule 14A filed May 14, 2003)

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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.

	WEGENER CORPORATION
	By:	/s/ Robert A. Placek Robert A. Placek Chairman of the Board, President and Chief Executive Officer
Dated: May 14, 2003

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Exhibit Index

Exhibit No.	Description
(a)(8)	Press Release dated May 14, 2003 issued by Wegener Corporation responding to proposed increase in offer price
(a)(9)	Letter dated May 14, 2003 from Robert A. Placek to Robert C. Fitting
(a)(10)	Press Release dated May 14, 2003 issued by Wegener Corporation responding to Radyne’s Filing of Preliminary Proxy Materials to Solicit Consents (incorporated by reference from the Registrant’s Schedule 14A filed May 14, 2003)

EX-99.(A)(8) 3 g82961exv99wxayx8y.txt EX-99.(A)(8) PRESS RELEASE DATED MAY 14, 2003 EXHIBIT (A)(8) FOR IMMEDIATE RELEASE CONTACT: C. TROY WOODBURY, JR. SUSAN STILLINGS / PATRICIA STURMS TREASURER AND CHIEF FINANCIAL OFFICER JOELE FRANK, WILKINSON BRIMMER KATCHER WEGENER CORPORATION (212) 355-4449 (770) 814-4015 FAX (770) 623-9648 INFO@WEGENER.COM WEGENER BOARD CAUTIONS STOCKHOLDERS - RADYNE HAS NOT INCREASED ITS OFFER PRICE RADYNE LETTER OUTLINES HIGHLY CONDITIONAL TERMS AND CONTINUES TO GROSSLY UNDERVALUE WEGENER WEGENER STOCKHOLDERS DO NOT NEED TO TAKE ACTION (MAY 14, 2003) - DULUTH, GEORGIA - WEGENER CORPORATION (NASDAQ: WGNR) today announced that its board of directors received a letter containing several conditions upon which Radyne ComStream Inc. (Nasdaq: RADN) might raise its unsolicited hostile offer price for Wegener shares by $0.085 per share to $1.635 per share. The board has unanimously rejected this highly conditional offer. Upon receipt of the letter, Wegener's board immediately referred it to its committee of independent non-management directors, and after consultation with the committee's independent legal and financial advisors, concluded that 1) the conditions to the offer are not acceptable since the stockholder rights and retention agreements (which Radyne insisted be rescinded) were put in place for good and valid reasons and are designed to protect the long-term value of the Company for Wegener stockholders, and 2) an offer price of $1.635 per share, if made, is grossly inadequate and unfair to Wegener stockholders. In addition, the board reiterated that now is not the time to sell the Company. The board believes that Radyne continues to mislead investors by focusing on issues that are not at the core of their offer - price and future prospects. Wegener's board stated that the timing of Radyne's offer is no coincidence. Radyne's offer is an opportunistic, unsolicited hostile attempt to take over Wegener just as its most promising products are coming to market. ABOUT WEGENER COMMUNICATIONS WEGENER is an international provider of digital solutions for IP data, video and audio networks. Applications include IP data delivery, broadcast television, cable television, radio networks, business television, distance education, business music, and satellite paging. COMPEL(R), WEGENER's patented network control system provides networks with unparalleled ability to regionalize programming and commercials. COMPEL(R) network control capability is integrated into WEGENER digital satellite receivers such as the revolutionary iPUMP(R) and MediaPlan(R). WEGENER can be reached at +1.770.814.4000 or on the World Wide Web at www.wegener.com. COMPEL, MEDIAPLAN and iPUMP are registered trademarks of WEGENER Communications, Inc. All Rights Reserved. This news release contains statements which are forward-looking within the meaning of applicable securities laws, including the Private Securities Litigation Reform Act of 1995. The statements include those relating to revenues and earnings anticipated from the operation of the company's business plan and the introduction of a new suite of products with significant commercial potential including, but not limited to iPUMP(R), MediaPlan(R) and COMPEL(R). These statements are based upon the Company's current expectations and assumptions, which are subject to a number of risks and uncertainties including, but not limited to: customer acceptance and effectiveness of the Company's new products, development of additional business for the Wegener digital and analog video and audio transmission product lines, the successful development and introduction of new products in the future, delays in the conversion by private and broadcast networks to digital broadcast equipment, acceptance by various networks of standards for digital broadcasting, general market conditions which may not improve during 2003 and beyond, and the success of Wegener's research and development efforts aimed at developing new products. Discussion of these and other risks and uncertainties are provided in detail in the Company's periodic filings with the SEC, including the Company's Annual Report on Form 10-K. The Company intends that such forward-looking statements are subject to the safe harbors created therefore. Since these statements involve risks and uncertainties and are subject to change at any time, the Company's actual results could differ materially from expected or inferred results. Forward-looking statements speak only as of the date the statement was made. Wegener Corporation does not undertake and specifically disclaims any obligation to update any forward-looking statements. # # # EX-99.(A)(9) 4 g82961exv99wxayx9y.txt EX-99.(A)(9) LETTER DATED MAY 14, 2003 EXHIBIT (A)(9) WEGENER LETTERHEAD May 14, 2003 Mr. Robert C. Fitting Chief Executive Officer Radyne ComStream Inc. 3138 East Elwood Street Phoenix, Arizona 85034 Re: Proposed Increase to Offer Price for Wegener Corporation Dear Mr. Fitting: I am in receipt of your letter dated May 13, 2003 addressed to the Board of Directors of Wegener Corporation. Upon receipt, and on behalf of the full Wegener Board, I immediately referred your letter to the committee of independent, non-management directors and asked that committee to evaluate the subject matter of your letter and recommend a course of action to the entire Board. The independent committee met with their independent legal and financial advisors late in the afternoon of May 13, 2003. The committee noted that your letter contained a conditional offer to increase Radyne's offer price in its tender offer for shares of Wegener common stock by up to $1.05 million in the aggregate, or $.085 per share, from $1.55 per share to $1.635 per share. The independent committee, after consultation with its legal and financial advisors, concluded, and the entire Wegener Board has agreed, as follows: 1. The conditions to your offer are not acceptable. The Company has no intention of rescinding any agreements put in place for good and valid reasons and designed to protect the long-term value of the Company for our stockholders; 2. Even if your conditions were acceptable, an offer price of $1.635 per share remains grossly inadequate and unfair to our stockholders; and 3. The Company is not for sale at the present time. Very truly yours, /s/ Robert A. Placek Robert A. Placek Chairman of the Board, President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.(A)(8)

                                                                  EXHIBIT (A)(8)


FOR IMMEDIATE RELEASE


CONTACT:
C. TROY WOODBURY, JR.                     SUSAN STILLINGS / PATRICIA STURMS
TREASURER AND CHIEF FINANCIAL OFFICER     JOELE FRANK, WILKINSON BRIMMER KATCHER
WEGENER CORPORATION                       (212) 355-4449
(770) 814-4015
FAX (770) 623-9648
INFO@WEGENER.COM


 WEGENER BOARD CAUTIONS STOCKHOLDERS - RADYNE HAS NOT INCREASED ITS OFFER PRICE


    RADYNE LETTER OUTLINES HIGHLY CONDITIONAL TERMS AND CONTINUES TO GROSSLY
                               UNDERVALUE WEGENER


                 WEGENER STOCKHOLDERS DO NOT NEED TO TAKE ACTION


(MAY 14, 2003) - DULUTH, GEORGIA - WEGENER CORPORATION (NASDAQ: WGNR) today
announced that its board of directors received a letter containing several
conditions upon which Radyne ComStream Inc. (Nasdaq: RADN) might raise its
unsolicited hostile offer price for Wegener shares by $0.085 per share to $1.635
per share. The board has unanimously rejected this highly conditional offer.


Upon receipt of the letter, Wegener's board immediately referred it to its
committee of independent non-management directors, and after consultation with
the committee's independent legal and financial advisors, concluded that 1) the
conditions to the offer are not acceptable since the stockholder rights and
retention agreements (which Radyne insisted be rescinded) were put in place for
good and valid reasons and are designed to protect the long-term value of the
Company for Wegener stockholders, and 2) an offer price of $1.635 per share, if
made, is grossly inadequate and unfair to Wegener stockholders. In addition, the
board reiterated that now is not the time to sell the Company.


The board believes that Radyne continues to mislead investors by focusing on
issues that are not at the core of their offer - price and future prospects.
Wegener's board stated that the timing of Radyne's offer is no coincidence.
Radyne's offer is an opportunistic, unsolicited hostile attempt to take over
Wegener just as its most promising products are coming to market.


ABOUT WEGENER COMMUNICATIONS
WEGENER is an international provider of digital solutions for IP data, video and
audio networks. Applications include IP data delivery, broadcast television,
cable television, radio networks, business television, distance education,
business music, and satellite paging. COMPEL(R), WEGENER's patented network
control system provides networks with unparalleled ability to regionalize
programming and commercials. COMPEL(R)





network control capability is integrated into WEGENER digital satellite
receivers such as the revolutionary iPUMP(R) and MediaPlan(R). WEGENER can be
reached at +1.770.814.4000 or on the World Wide Web at www.wegener.com.


COMPEL, MEDIAPLAN and iPUMP are registered trademarks of WEGENER Communications,
Inc. All Rights Reserved.


This news release contains statements which are forward-looking within the
meaning of applicable securities laws, including the Private Securities
Litigation Reform Act of 1995. The statements include those relating to revenues
and earnings anticipated from the operation of the company's business plan and
the introduction of a new suite of products with significant commercial
potential including, but not limited to iPUMP(R), MediaPlan(R) and COMPEL(R).
These statements are based upon the Company's current expectations and
assumptions, which are subject to a number of risks and uncertainties including,
but not limited to: customer acceptance and effectiveness of the Company's new
products, development of additional business for the Wegener digital and analog
video and audio transmission product lines, the successful development and
introduction of new products in the future, delays in the conversion by private
and broadcast networks to digital broadcast equipment, acceptance by various
networks of standards for digital broadcasting, general market conditions which
may not improve during 2003 and beyond, and the success of Wegener's research
and development efforts aimed at developing new products. Discussion of these
and other risks and uncertainties are provided in detail in the Company's
periodic filings with the SEC, including the Company's Annual Report on Form
10-K. The Company intends that such forward-looking statements are subject to
the safe harbors created therefore. Since these statements involve risks and
uncertainties and are subject to change at any time, the Company's actual
results could differ materially from expected or inferred results.
Forward-looking statements speak only as of the date the statement was made.
Wegener Corporation does not undertake and specifically disclaims any obligation
to update any forward-looking statements.


                                    #  #  #

EX-99.(A)(9)

                                                                  EXHIBIT (A)(9)


                               WEGENER LETTERHEAD


                                  May 14, 2003


Mr. Robert C. Fitting
Chief Executive Officer
Radyne ComStream Inc.
3138 East Elwood Street
Phoenix, Arizona 85034


Re:      Proposed Increase to Offer Price for Wegener Corporation


Dear Mr. Fitting:


     I am in receipt of your letter dated May 13, 2003 addressed to the Board of
Directors of Wegener Corporation. Upon receipt, and on behalf of the full
Wegener Board, I immediately referred your letter to the committee of
independent, non-management directors and asked that committee to evaluate the
subject matter of your letter and recommend a course of action to the entire
Board.


     The independent committee met with their independent legal and financial
advisors late in the afternoon of May 13, 2003. The committee noted that your
letter contained a conditional offer to increase Radyne's offer price in its
tender offer for shares of Wegener common stock by up to $1.05 million in the
aggregate, or $.085 per share, from $1.55 per share to $1.635 per share. The
independent committee, after consultation with its legal and financial advisors,
concluded, and the entire Wegener Board has agreed, as follows:


   1.   The conditions to your offer are not acceptable.  The Company has
        no intention of rescinding any agreements put in place for good and
        valid reasons and designed to protect the long-term value of the
        Company for our stockholders;


   2.   Even if your conditions were acceptable, an offer price of $1.635
        per share  remains grossly inadequate and unfair to our stockholders;
        and


   3.   The Company is not for sale at the present time.


                                    Very truly yours,


                                    /s/ Robert A. Placek


                                    Robert A. Placek
                                    Chairman of the Board, President and
                                    Chief Executive Officer