SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO-T/A

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)

WEGENER CORPORATION

(Name of Subject Company (Issuer))

RADYNE COMSTREAM INC.

WC ACQUISITION CORP.

(Name of Filing Person (Offeror))

Common Stock, $.01 Par Value Per Share
(Title of Class of Securities)

948585104
(CUSIP Number of Class of Securities)

Richard P. Johnson
Chief Financial Officer
Radyne ComStream Inc.
3138 E. Elwood Street
Phoenix, Arizona 85034
(602) 437-9620
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of filing person)

Copy to:
Steven D. Pidgeon, Esq.
Snell & Wilmer L.L.P.
One Arizona Center
Phoenix, Arizona 85004-2202
(602) 382-6300

CALCULATION OF FILING FEE

TRANSACTION VALUATION*	AMOUNT OF FILING FEE**
$21,207,373.00		$1,715.68

* Estimated for purposes of calculating the amount of the filing fee only. This amount assumes the purchase of (i) 12,341,751 shares of the common stock, par value $0.01, of Wegener Corporation, representing all of the outstanding shares of such class as of March 13, 2003 (less 100 shares of such class owned by WC Acquisition Corp.) and (ii)

	1,340,425 shares reserved for issuance upon the exercise of outstanding options to purchase common stock.
**	The amount of the filing fee, calculated in accordance with Rule 0-11(a)(2) of the Securities and Exchange Act of 1934, as supplemented by Securities & Exchange Commission Fee Rate Advisory #11 for Fiscal Year 2003, equals .00008090 multiplied by the transaction value.
[X]	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $1,715.68	Filing Party:	Radyne ComStream Inc./
		WC Acquisition Corp.
Form or Registration No.:  Schedule TO-T	Date Filed:	April 23, 2003

[   ]	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
[X]	third-party tender offer subject to Rules 14d-1.
[   ]	issuer tender offer subject to Rule 13e-4.
[   ]	going-private transaction subject to Rule 13e-3.
[   ]	amendment to Schedule 13D under Rule 13d-2.

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

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     This Amendment No. 5 to the Tender Offer Statement on Schedule TO (the “Schedule TO”), filed with the Securities and Exchange Commission on April 23, 2003, relates to an offer by WC Acquisition Corp., a Delaware corporation (the “Purchaser”) and a wholly owned subsidiary of Radyne ComStream Inc., a Delaware corporation (“Radyne ComStream”), to purchase all outstanding shares of common stock, par value $.01 per share (the “Shares”), of Wegener Corporation, a Delaware corporation (“Wegener”), at a purchase price of $1.55 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 23, 2003 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, as amended, modified or supplemented from time to time, together constitute the “Offer”).

     The information in the Offer to Purchase and the related Letter of Transmittal is incorporated in this Amendment No. 1 to the Schedule TO by reference to all of the applicable items in the Schedule TO, except as such information is hereby amended and supplemented to the extent specifically provided herein.

     Capitalized terms used and not defined herein have the meanings specified in the Offer to Purchase and the Schedule TO.

     The item numbers and responses thereto below are in accordance with the requirements of Schedule TO.

Offer to Purchase

Items 1-11 of the Schedule TO, which incorporates by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:

     1.     Section 4— “Acceptance for Payment and Payment” of the Offer to Purchase is amended by deleting the final two sentences of the first paragraph of Section 4 on page 13 of the Offer to Purchase and replacing them with the following:

     “All conditions of the Offer, other than governmental regulatory approvals, must be satisfied or waived prior to the expiration of the Offer. We expressly reserve the right, subject to compliance with the applicable rules and regulations of the Commission, including Rule 14e-1(c) under the Exchange Act, to delay acceptance for payment of, and thereby delay payment for, Shares following the expiration of the Offer in anticipation of the receipt of governmental regulatory approvals.”

     2.     Section 5— “Certain United States Federal Income Tax Consequences” of the Offer to Purchase is amended by deleting the word “Certain” in the section heading of Section 5 on page 14 of the Offer to Purchase and replacing it with the word “Material.”

     3.     Section 13— “Dividends and Distributions” of the Offer to Purchase is amended by adding as a new final paragraph of Section 13 on page 21 of the Offer to Purchase, the following:

     “If we make an adjustment to the offer price in accordance with the terms of this section, we will disseminate additional tender offer materials and extend the Offer for a minimum of ten

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business days to allow for adequate dissemination to Wegener’s stockholders. If we make an adjustment to the other terms of the Offer in accordance with the terms of this section, we will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(d), 14d-6(c) and 14e-1 under the Exchange Act or otherwise. See Section 1— “Terms of the Offer”.”

     4.     Section 14— “Conditions to the Offer” of the Offer to Purchase is amended by deleting the first sentence of the second to last paragraph of Section 14 on page 24 of the Offer to Purchase and replacing it with the following:

     “The foregoing Offer conditions in paragraphs (a) through (k) are for the sole benefit of Purchaser and Radyne ComStream and may be asserted by Purchaser or Radyne Comstream regardless of the circumstances giving rise to any such conditions and may be waived by Purchaser or Radyne ComStream in whole or in part at any time and from time to time in their reasonable discretion; provided, that all conditions of the Offer, other than governmental regulatory approvals, must be satisfied or waived prior to the Expiration Date.”

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

The following is hereby added to the end of Section 11— “Contacts and Transactions with Wegener; Background of the Offer” of the Offer to Purchase:

     On May 9, 2003, Wegener issued a press release responding to our letter to Wegener stockholders and reiterated its recommendation that Wegener stockholder reject the Offer.

     On May 13, 2003, Radyne ComStream issued a press release and sent a letter to Wegener’s board of directors announcing its offer to increase the cash bid price in the Offer by an aggregate of up to $1.05 million or from $1.55 per share up to $1.635 per share if Wegener’s board agreed to certain conditions. The full texts of the press release and the letter to the board are filed as Exhibits (a)(16) and (a)(17) hereto, respectively.

     On May 13, 2003, Purchaser and Radyne ComStream filed a preliminary consent solicitation document on Schedule 14A with the Securities and Exchange Commission in connection with their solicitation for the consent of the Wegener stockholders to increase the size of the Wegener board of directors to fifteen and to elect a slate of nominees proposed by the Purchaser and Radyne ComStream to fill the vacancies. The preliminary consent solicitation is filed herewith as Exhibit (a)(18). The full text of a press release issued by Radyne ComStream on May 14, 2003 with respect to the filing of the preliminary consent solicitation is filed herewith as Exhibit (a)(19).

Item 12. Exhibits.

Item 12 is hereby amended and supplemented to add the following exhibits:

(a)(16)	Press Release issued by Radyne ComStream, dated May 13, 2003.
(a)(17)	Letter to Wegener Corporation Board of Directors, dated May 13, 2003.

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(a)(18)	Preliminary Consent Solicitation Statement filed by Radyne ComStream Inc. and WC Acquisition Corp. on May 13, 2003 (incorporated by reference to Preliminary Consent Solicitation Statement in respect of Wegener Corporation, filed by Radyne ComStream and WC Acquisition Corp. with the Securities and Exchange Commission on May 13, 2003).
(a)(19)	Press Release issued by Radyne ComStream, dated 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 Schedule TO is true, complete and correct.

Dated: May 14, 2003

RADYNE COMSTREAM INC.
By:	/s/ Robert C. Fitting
	Robert C. Fitting Chief Executive Officer
WC ACQUISITION CORP.
By:	/s/ Robert C. Fitting
	Robert C. Fitting President

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EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
(a)(1)	Offer to Purchase, dated April 23, 2003*
(a)(2)	Form of Letter of Transmittal*
(a)(3)	Notice of Guaranteed Delivery*
(a)(4)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies, Commercial Banks and Other Nominees*
(a)(5)	Form of Letter to Clients for Use by Brokers, Dealers, Trust Companies, Commercial Banks, and Other Nominees*
(a)(6)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9*
(a)(7)	Summary Advertisement as published on April 23, 2003 and appearing in the New York Times and the Atlanta Journal-Constitution*
(a)(8)	Press Release issued by Radyne ComStream, dated April 21, 2003*
(a)(9)	Letter to Wegener Corporation Stockholders, dated April 23, 2003*
(a)(10)	Complaint filed in the United States District Court for the District of Delaware on April 24, 2003*
(a)(11)	Complaint filed in the Chancery Court, New Castle County, Delaware on April 24, 2003*
(a)(12)	Press Release issued by Radyne ComStream, dated April 28, 2003.*
(a)(13)	Press Release issued by Radyne ComStream, dated May 2, 2003.*
(a)(14)	Press Release issued by Radyne ComStream, dated May 9, 2003.*
(a)(15)	Letter to Wegener Corporation Stockholders, dated May 9, 2003.*
(a)(16)	Press Release issued by Radyne ComStream, dated May 13, 2003.
(a)(17)	Letter to Wegener Corporation Board of Directors, dated May 13, 2003.
(a)(18)	Preliminary Consent Solicitation filed by Radyne ComStream Inc. and WC Acquisition Corp. on May 13, 2003 (incorporated by reference to Preliminary Consent Solicitation Statement in respect of Wegener Corporation, filed by Radyne ComStream and WC Acquisition Corp. with the Securities and Exchange Commission on May 13, 2003).
(a)(19)	Press Release issued by Radyne ComStream, dated May 14, 2003.

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(b)	None
(d)	Not applicable
(g)	Not applicable
(h)	Not applicable

*previously filed

8 EX-99.A.16 3 p67857exv99waw16.htm EX-99.A.16

Exhibit (a)(16)

PRESS RELEASE

Radyne ComStream Announces Offer to Raise Bid
for Wegener Corporation

Requires that Wegener’s Board rescind recent anti-takeover actions,
including huge “golden parachutes” and “poison pill"

PHOENIX, AZ – May 13, 2003 — Radyne ComStream Inc. (Nasdaq: RADN; Warrants: RADNW), announced today that it has offered to raise its bid for Wegener Corporation by the estimated severance payouts for senior management just approved by Wegener’s Board of Directors. The payouts were approved after Radyne had sought to negotiate a business combination with Wegener, and after Radyne had announced its premium bid for the stock of Wegener. Radyne will raise its bid by $1.05 million if Wegener’s management will rescind their newly adopted “golden parachutes,” and the Wegener Board will redeem its recently adopted “poison pill” and approve the tender offer and subsequent merger that Radyne has proposed. Currently, Radyne’s bid is $1.55 per share, a full 70% higher than the trading price before the offer. Radyne said it would increase the bid by up to $1.05 million in the aggregate, or up to $1.635 per share (80% above the pre-offer trading price) if its conditions are met.

Bob Fitting, Radyne’s CEO stated, “It is unfortunate that, to date, the Board and management have placed their interests ahead of the stockholders of Wegener. We believe that by offering to raise the bid by what we believe approximates the payouts due the three senior officers of the company under recently adopted golden parachute agreements, the Board and management will have a second chance to do the right thing for their stockholders.”

Mr Fitting added, “Of course, because the amount of the payouts was never disclosed, we have made an estimate of these amounts based on the limited data that has been provided to the public. The potential payouts could be much higher. We are not promising to raise our offer above the $1.05 million estimate and we are hopeful for their stockholders’ sake that Wegener’s management did not agree to accept even more than these amounts in the face of our premium offer.”

Radyne noted that Wegener recently criticized Mr. Fitting for having severance provisions in his employment agreement. Radyne noted that approximately 65% of its stock is owned by a single stockholder and its affiliates, representatives of which approved Mr. Fitting’s employment agreement. Mr. Fitting stated: “Even if Wegener will not rescind the golden parachute agreements, then why doesn’t it put them to a vote of the disinterested stockholders and let them decide if the agreements of senior management are critical to the company?”

Notice for Wegener Stockholders

This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer is being made only through an offer to purchase and related letter of transmittal, each of which were filed with the Securities and Exchange Commission on April 23, 2003. Wegener stockholders and other interested parties are urged to read Radyne ComStream’s tender offer statement and other relevant documents filed with the SEC because they will contain important information. Investors and stockholders may obtain a free copy of these statements and other relevant documents at the SEC’s Web site, www.sec.gov, or from Radyne ComStream Inc. at 3138 East Elwood Street Phoenix, AZ 85034, Attn: Investor Relations.

About Radyne ComStream

Radyne ComStream designs, manufactures, sells, integrates and installs products, systems and software used for the transmission and reception of data and video over satellite, microwave and cable communication networks. The company, through its Tiernan subsidiary (www.tiernan.com), is a supplier of HDTV and SDTV encoding and transmission equipment. Its Armer subsidiary (www.armercom.com) provides innovative solutions for the integration and installation of turnkey communications systems. The company has offices in the U.S. located in Phoenix, San Diego and Boca Raton, and internationally in Singapore, Beijing, Jakarta and London. The company also has sales and/or service centers in Sao Paulo, Bangalore, Shanghai and Moscow. For more information visit our web site at www.radn.com.

Contact: Rich Johnson, Chief Financial Officer, Radyne ComStream, 602.437.9620

Safe Harbor Paragraph for Forward-Looking Statements

This press release includes statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”) and Radyne ComStream claims the protection of the safe-harbor for forward-looking statements contained in the Reform Act. These forward-looking statements are often characterized by the terms “may,” “believes,” “projects,” “expects,” “intends” or “anticipates,” and do not reflect historical facts. Specific forward-looking statements contained in this press release include, but are not limited to those that relate to consummation of the tender offer and any subsequent merger, together with any other statements that are not historical. These statements are based on management’s current expectations and involve risks and uncertainties which include whether the conditions to the tender offer will be satisfied, and the application of certain anti-takeover provisions contained in Wegener Corporation’s Certificate of Incorporation and in the Delaware General Corporation Laws. Radyne ComStream wishes to caution the reader that these factors, as well as other factors described in Radyne ComStream’s SEC filings, are among the factors that could cause actual results to differ materially from the expectations described in the forward-looking statements.

Other factors that may affect forward-looking statements and the Company’s business generally include but are not limited to:

• Radyne ComStream’s failure to obtain at least a majority of Wegener’s outstanding shares of common stock in the tender offer;

• Radyne ComStream’s inability to remove or overcome defensive measures that are currently existing or that are implemented by Wegener’s board of directors;

• Prospects of the international markets and global economy given that Radyne ComStream depends heavily on international sales.

• A downturn in the evolving telecommunications and Internet industries.

• Risk factors and cautionary statements made in Radyne ComStream’s Annual Report on Form 10-K for the period ended December 31, 2002.

• The effect that acts of international terrorism may have on Radyne ComStream’s ability to ship products abroad.

• Other factors that Radyne ComStream is currently unable to identify or quantify, but may exist in the future.

Forward-looking statements speak only as of the date the statement was made. Radyne ComStream does not undertake and specifically declines any obligation to update any forward-looking statements.

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EX-99.A.17 4 p67857exv99waw17.htm EX-99.A.17

Exhibit (a)(17)

May 13, 2003

Board of Directors
Wegener Corporation
11350 Technology Circle
Duluth, GA 30097
Attn: Robert A. Placek

     Re: Increase to Radyne ComStream Cash Offer

In light of your insistence that you are dedicated to stockholder value and continue to act with their best interests in mind, we would like to make you an offer that we believe will be beneficial to your stockholders.

We will raise our cash offer for all of the outstanding shares of Wegener Corporation by the estimated severance payouts for senior management under the recently adopted “golden parachutes” if certain conditions are met. Specifically, we will agree to raise our cash offer by up to $1.05 million in the aggregate if the following conditions are met:

• Wegener’s management agrees to rescind the “golden parachutes” for senior management;

• The parachute payments for all other employees do not exceed an agreed upon sum;

• The board redeems its recently adopted “poison pill”; and

• The board approves and publicly recommends to its stockholders the tender offer and subsequent merger for all purposes under Delaware law and the certificate of incorporation of Wegener.

We are basing our anticipated increase on assumptions of potential payouts under the severance agreements since the actual price of the payouts was never disclosed to the public. We request specific data on all severance agreements to which Wegener is a party.

If you have any questions relating to this offer, please call me or our CFO, Rich Johnson, at (602) 437-9620.

Very truly yours,

Robert C. Fitting
Chief Executive Officer

cc: Steven D. Pidgeon
Marlon Starr
Hill Jeffries

EX-99.A.19 5 p67857exv99waw19.htm EX-99.A.19

	Exhibit (a)(19)
	PRESS RELEASE

Radyne ComStream Requests the Consent of Wegener Stockholders to Approve
its Slate of Directors to Wegener’s Board

Radyne Comments on Wegener Press Release

PHOENIX, AZ – May 14, 2003 — Radyne ComStream Inc. (Nasdaq: RADN; Warrants: RADNW) today announced that it has filed a preliminary consent solicitation statement with the Securities and Exchange Commission to solicit written consents from the stockholders of Wegener Corporation (Nasdaq: WGNR). The consents seek to increase the size of Wegener’s board and elect Radyne ComStream’s proposed slate of nominees. Radyne ComStream has requested that Wegener set Friday, May 23, 2003 as the record date for this solicitation.

Bob Fitting, Radyne ComStream’s CEO said, “We believe the Wegener board should support our cash offer, which represents a significant premium to what has been a stagnant stock price for quite some time. To date, however, Wegener’s board appears unconcerned with stockholder value since it has denied its stockholders the right to accept our proposal. Accordingly, we want to place ourselves in a position to provide the Wegener stockholders with the freedom to make their own choice.”

If elected, the Radyne ComStream nominees will constitute a majority of the board of directors of Wegener Corporation. Accordingly, they would have the ability, consistent with their fiduciary duties, to expedite the consummation of Radyne ComStream’s offer and a subsequent merger by rendering ineffective the anti-takeover devices that Wegener’s board has implemented. Specifically, if elected, the board could taking the following steps:

• Redeem Wegener’s just adopted “poison pill,” rendering it inapplicable to the offer or a subsequent merger; and

• Approve the offer and subsequent merger, exempting each from the application of Section 203 of the General Corporation Laws of Delaware and the supermajority provision of Wegener’s charter.

The filing of this consent solicitation follows Wegener’s announcement on May 6, 2003 that its board: (i) recommended that Wegener stockholders reject Radyne ComStream’s cash tender offer, and (ii) implemented new measures and failed to withdraw existing measures, all designed to deny stockholders the freedom to sell into the Radyne ComStream offer. The $1.55 a share tender offer and withdrawal rights will expire at midnight, Easter standard time, Wednesday, May 21, 2003, unless extended. The complete terms and conditions of the offer are set forth in the Offer to Purchase and related Letter of Transmittal, copies of which are available by contacting the Information Agent for the offer, Georgeson Shareholder Communications: banks and brokers – (212) 440-9800; all others – (866) 203-9367.

Mr. Fitting, Radyne’s CEO, also commented on Wegener’s recent press release and letter to stockholders: “Frankly, we found Wegener’s letter to stockholders to be amusing. They seem to be missing the irony of their own arguments. We are criticized for not appropriately valuing their business plan, which by the way their board has refused to share with us, yet in the same breath they accuse me of recognizing that their new products have some secret future value. And, much of their comments were devoted to Radyne’s performance as a company. Perhaps the Board of Wegener doesn’t realize that we have made a cash offer for its shares, since, incidentally, it refused to discuss a combination cash and stock merger. I am also criticized for not waiting to hear back from Wegener on our offer, even though we waited almost two weeks after I met with Wegener’s CEO, who committed to get back to me in one week.”

He added: “Really, this isn’t a complicated situation. My question to Wegener stockholders is quite simple. Do you want to hold a stock that barely trades and when it does it trades at below $1, or do you want $1.55 in cash now (or $1.635 if management will rescind its recently adopted golden parachutes)?”

Notice for Wegener Stockholders

This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer is being made only through an offer to purchase and related letter of transmittal, each of which were filed with the Securities and Exchange Commission on April 23, 2003. Wegener stockholders and other interested parties are urged to read Radyne ComStream’s tender offer statement and other relevant documents filed with the SEC because they will contain important information. Investors and stockholders may obtain a free copy of these statements and other relevant documents at the SEC’s Web site, www.sec.gov, or from Radyne ComStream Inc. at 3138 East Elwood Street Phoenix, AZ 85034, Attn: Investor Relations.

In addition, this press release should not be construed to constitute a solicitation of any consent. Radyne ComStream is filing a preliminary consent statement and other solicitation materials with the SEC relating to Radyne ComStream’s solicitation of written consents from the stockholders of Wegener Corporation. Investors and security holders are strongly advised to read the definitive consent statement, when available, because it will contain important information. The definitive consent statement will be filed by Radyne ComStream with the SEC. Investors and stockholders may obtain a free copy of these statements and other relevant documents at the SEC’s Web site, www.sec.gov, or from Radyne ComStream Inc. at 3138 East Elwood Street Phoenix, AZ 85034, Attn: Investor Relations.

The identity of people who, under SEC rules, may be considered “participants in the solicitation” of Wegener Corporation stockholders and their holdings of Wegener common stock are contained in Radyne ComStream’s filings with the SEC under regulation 14A.

About Radyne ComStream

Radyne ComStream designs, manufactures, sells, integrates and installs products, systems and software used for the transmission and reception of data and video over satellite, microwave and cable communication networks. The company, through its Tiernan subsidiary (www.tiernan.com), is a supplier of HDTV and SDTV encoding and transmission equipment. Its Armer subsidiary (www.armercom.com) provides innovative solutions for the integration and installation of turnkey communications systems. The company has offices in the U.S. located in Phoenix, San Diego and Boca Raton, and internationally in Singapore, Beijing, Jakarta and London. The company also has sales and/or service centers in Sao Paulo, Bangalore, Shanghai and Moscow. For more information visit our web site at www.radn.com.

Contact: Rich Johnson, Chief Financial Officer, Radyne ComStream, 602.437.9620

Safe Harbor Paragraph for Forward-Looking Statements

This press release includes statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”) and Radyne ComStream claims the protection of the safe-harbor for forward-looking statements contained in the Reform Act. These forward-looking statements are often characterized by the terms “may,” “believes,” “projects,” “expects,” “intends” or “anticipates,” and do not reflect historical facts. Specific forward-looking statements contained in this press release include, but are not limited to those that relate to consummation of the tender offer, subsequent merger, and the consent solicitation, together with any other statements that are not historical. These statements are based on management’s current expectations and involve risks and uncertainties which include whether the conditions to the tender offer will be satisfied, and the application of certain anti-takeover provisions contained in Wegener Corporation’s Certificate of Incorporation and in the Delaware General Corporation Laws. Radyne ComStream wishes to caution the reader that these factors, as well as other factors described in Radyne ComStream’s SEC filings, are among the factors that could cause actual results to differ materially from the expectations described in the forward-looking

statements. Other factors that may affect forward-looking statements and the Company’s business generally include but are not limited to:

• Radyne ComStream’s failure to receive a sufficient number of consents from Wegener stockholders;

• Radyne ComStream’s failure to obtain at least a majority of Wegener’s outstanding shares of common stock in the tender offer;

• Radyne ComStream’s inability to remove or overcome defensive measures that are currently existing or that are implemented by Wegener’s board of directors;

• Prospects of the international markets and global economy given that Radyne ComStream depends heavily on international sales;

• A downturn in the evolving telecommunications and Internet industries;

• Risk factors and cautionary statements made in Radyne ComStream’s Annual Report on Form 10-K for the period ended December 31, 2002;

• The effect that acts of international terrorism may have on Radyne ComStream’s ability to ship products abroad; and

• Other factors that Radyne ComStream is currently unable to identify or quantify, but may exist in the future.

Forward-looking statements speak only as of the date the statement was made. Radyne ComStream does not undertake and specifically declines any obligation to update any forward-looking statements.

###

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