S-8

As filed with the Securities and Exchange Commission on May 29, 2002

Registration No. 333-______

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

RADYNE COMSTREAM INC.

(Exact name of Registrant as specified in its charter)

DELAWARE
(State or other jurisdiction
incorporation or organization) 11-2569467
(I.R.S. Employer)
Identification No.)

3138 E. ELWOOD STREET
PHOENIX, ARIZONA 85072-2132
(Address of Principal Executive Offices) (Zip Code)

2000 Long-Term Incentive Plan (as amended)
(Full title of the Plan)

Steven D. Pidgeon Esq.
SNELL & WILMER L.L.P.
One Arizona Center
Phoenix, AZ 85004-2202
(Name and Address of Agent for Service)
(602) 382-6000
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

			Proposed Maximum		Proposed Maximum		Amount of
Title of Securities	Amount to be		Offering		Aggregate Offering		Registration
to be Registered	Registered(1)		Price per Share(2)		Price(2)		Fee
Common Stock $0.001 par value		1,500,000	$	4.26	$	6,390,000	$	587.88

(1)

Represents an additional 1,500,000 shares of common stock issuable pursuant to the Registrant’s 2000 Long-Term Incentive Plan. 2,500,000 shares of common stock issuable pursuant to the 2000 Long-Term Incentive Plan were previously registered pursuant to the Registrant’s Registration Statement on Form S-8, File Number 333-41704, filed on July 19, 2000. In the event of a stock split, stock dividend or similar transaction involving the Registrant’s Common Stock, in order to prevent dilution, the number of shares registered shall be automatically increased to cover the additional shares in accordance with Rule 416(a) under the Securities Act of 1933.

(2)

Estimated solely for the purpose of calculating the amount of registration fee, pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, on the basis of the average of the high and low prices of the Registrant’s Common Stock on May 24, 2002.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

         This Registration Statement also relates to the Form S-8 Registration Statement File Number 333-41704, filed on July 19, 2000, the contents of which are incorporated herein by reference pursuant to General Instruction E to Form S-8. Under such Registration Statement the Registrant registered 2,500,000 shares of common stock for issuance under the Radyne ComStream Inc. 2000 Long-Term Incentive Plan. This Registration Statement reflects the amendment to the 2000 Long-Term Incentive Plan increasing the number of shares authorized thereunder from 2,500,000 shares to 4,000,000 shares.

         The following documents have been filed by Radyne ComStream Inc. with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 and are incorporated by reference into this Registration Statement:

1.	Annual Report on Form 10-K for the fiscal year ended December 31, 2001;
2.	Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2002;
3.	Our Proxy Statement for the 2002 Annual Meeting of Stockholders, filed April 22, 2002;
4.	The description of our common stock contained in its registration statement, as amended, on Form 8-A/A, as filed on July 13, 2000.

         All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment to this registration statement, which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 8.Exhibits.

Exhibit No.	Description
4.1*	Amendment to 2000 Long-Term Incentive Plan
5.1*	Opinion of Snell & Wilmer LLP
23.1	Consent of Snell & Wilmer LLP (included in Exhibit 5)
23.2*	Consent of KPMG LLP
24	Power of Attorney (included in Signatures)

* Filed herewith.

SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona, on May 22, 2002.

RADYNE COMSTREAM INC.
By:	/s/ Robert C. Fitting
	Robert C. Fitting, Chief Executive

         Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. Each person whose signature appears below hereby authorizes Robert C. Fitting, as attorney-in-fact, to sign in his name and behalf, individually and in each capacity designated below, and to file any amendments, including post-effective amendments, to this registration statement.

Signature	Title	Date
/s/ Robert C. Fitting Robert C. Fitting	Chief Executive Officer and Director (Principal Executive Officer)	May 22, 2002
/s/Garry D. Kline Garry D. Kline	Chief Financial Officer (Principal Financial and Accounting Officer)	May 22, 2002
/s/ Lim Ming Seong Lim Ming Seong	Chairman of the Board of Directors	May 22, 2002
/s/ Lee Yip Loi Lee Yip Loi	Director	May 22, 2002
/s/ Dennis W. Elliott Dennis W. Elliott	Director	May 22, 2002
/s/ Tang Kum Chuen Tang Kum Chuen	Director	May 22, 2002
/s/ C.J. Waylan C.J. Waylan	Director	May 22, 2002

EXHIBIT INDEX

Exhibit No.	Description
4.1*	Amendment to 2000 Long-Term Incentive Plan
5.1*	Opinion of Snell & Wilmer LLP
23.1	Consent of Snell & Wilmer LLP (included in Exhibit 5)
23.2*	Consent of KPMG LLP
24	Power of Attorney (included in Signatures)

* Filed herewith.

EX-4.1 3 p66650exv4w1.txt EXHIBIT 4.1 EXHIBIT 4.1 AMENDMENT TO RADYNE COMSTREAM INC. 2000 LONG-TERM INCENTIVE PLAN MAY 22, 2002 Radyne ComStream Inc. (the "Company") previously approved and adopted the Radyne ComStream Inc. 2000 Long-Term Incentive Plan (the "Plan") to promote the success and enhance the value of the Company by linking the personal interests of its members of the Board, employees, officers, and executives of, and consultants and independent contractors providing services to, the Company to those of the Company's stockholders and by providing such individuals with an incentive for outstanding performance in order to help grow the Company and to generate superior returns to shareholders of the Company. By this instrument, the Company desires to amend the Plan to increase the number of shares of the Company's stock available for grant under the Plan from 2,500,000 to 4,000,000. 1. The provisions of this Amendment will be effective as of date approved by the Stockholders of the Company at the Annual Meeting of Stockholders to be held on May 22. 2002. 2. Section 5.1 of the Plan is hereby amended by replacing the number 2,500,000 with the number 4,000,000. 3. This Amendment will amend only the provisions of the Plan as set forth herein. Those provisions of the Plan not expressly amended hereby shall be considered in full force and effect. EX-5.1 4 p66650exv5w1.txt EXHIBIT 5.1 EXHIBIT 5.1 May 29, 2002 VIA EDGAR Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Radyne ComStream Inc. 2000 Long-Term Incentive Plan Ladies and Gentlemen: We have acted as counsel to Radyne ComStream Inc, a Delaware corporation (the "Company"), in connection with its Registration Statement on Form S-8 (the "Registration Statement") filed under the Securities Act of 1933, relating to the registration of 1,500,000 shares of its Common Stock, $.001 par value per share (the "Shares"), issuable pursuant to the Company's 2000 Long-Term Incentive Plan (the "Plan"). In that connection, we have examined such documents, corporate records, and other instruments as we have deemed necessary or appropriate for purposes of this opinion, including the Certificate of Incorporation and Bylaws of the Company. Based upon the foregoing, it is our opinion that the Shares, if and when issued in accordance with the terms of the Plan, will be validly issued, fully paid, and nonassessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the use of our name wherever it appears in the Registration Statement. Very truly yours, /s/ Snell & Wilmer L.L.P. EX-23.2 5 p66650exv23w2.txt EXHIBIT 23.2 Exhibit 23.2 INDEPENDENT AUDITORS' CONSENT The Board of Directors Radyne ComStream Inc.: We consent to incorporation by reference in the Registration Statement on Form S-8 of Radyne ComStream Inc. of our report dated February 21, 2002, relating to the consolidated balance sheets of Radyne ComStream Inc. and subsidiaries as of December 31, 2001 and 2000, and the related consolidated statements of operations, stockholders' equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2001, which report appears in the December 31, 2001 annual report on Form 10-K of Radyne ComStream Inc. /s/ KPMG LLP Phoenix, Arizona May 28, 2002 -----END PRIVACY-ENHANCED MESSAGE-----

EX-4.1

                                                                     EXHIBIT 4.1

                                  AMENDMENT TO
                              RADYNE COMSTREAM INC.
                          2000 LONG-TERM INCENTIVE PLAN

                                  MAY 22, 2002

         Radyne ComStream Inc. (the "Company") previously approved and adopted
the Radyne ComStream Inc. 2000 Long-Term Incentive Plan (the "Plan") to promote
the success and enhance the value of the Company by linking the personal
interests of its members of the Board, employees, officers, and executives of,
and consultants and independent contractors providing services to, the Company
to those of the Company's stockholders and by providing such individuals with an
incentive for outstanding performance in order to help grow the Company and to
generate superior returns to shareholders of the Company. By this instrument,
the Company desires to amend the Plan to increase the number of shares of the
Company's stock available for grant under the Plan from 2,500,000 to 4,000,000.

         1.       The provisions of this Amendment will be effective as of date
approved by the Stockholders of the Company at the Annual Meeting of
Stockholders to be held on May 22. 2002.

         2.       Section 5.1 of the Plan is hereby amended by replacing the
number 2,500,000 with the number 4,000,000.

         3.       This Amendment will amend only the provisions of the Plan as
set forth herein. Those provisions of the Plan not expressly amended hereby
shall be considered in full force and effect.

EX-5.1

                                                                     EXHIBIT 5.1

                                                 May 29, 2002


VIA EDGAR

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

         Re:      Radyne ComStream Inc. 2000 Long-Term Incentive Plan

Ladies and Gentlemen:

         We have acted as counsel to Radyne ComStream Inc, a Delaware
corporation (the "Company"), in connection with its Registration Statement on
Form S-8 (the "Registration Statement") filed under the Securities Act of 1933,
relating to the registration of 1,500,000 shares of its Common Stock, $.001 par
value per share (the "Shares"), issuable pursuant to the Company's 2000
Long-Term Incentive Plan (the "Plan").

         In that connection, we have examined such documents, corporate records,
and other instruments as we have deemed necessary or appropriate for purposes of
this opinion, including the Certificate of Incorporation and Bylaws of the
Company.

         Based upon the foregoing, it is our opinion that the Shares, if and
when issued in accordance with the terms of the Plan, will be validly issued,
fully paid, and nonassessable.

         We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name wherever it appears in the
Registration Statement.

                                         Very truly yours,


                                         /s/ Snell & Wilmer L.L.P.

EX-23.2

                                                                    Exhibit 23.2





                         INDEPENDENT AUDITORS' CONSENT



The Board of Directors
Radyne ComStream Inc.:

We consent to incorporation by reference in the Registration Statement on Form
S-8 of Radyne ComStream Inc. of our report dated February 21, 2002, relating to
the consolidated balance sheets of Radyne ComStream Inc. and subsidiaries as of
December 31, 2001 and 2000, and the related consolidated statements of
operations, stockholders' equity and comprehensive income, and cash flows for
each of the years in the three-year period ended December 31, 2001, which report
appears in the December 31, 2001 annual report on Form 10-K of Radyne ComStream
Inc.


                                  /s/ KPMG LLP


Phoenix, Arizona
May 28, 2002