8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) May 27, 2005

RADYNE COMSTREAM INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-11685	11-2569467
(State or Other Jurisdiction	(Commission File	(IRS Employer
of Incorporation)	Number)	Identification No.)
3138 E. Elwood Street, Phoenix, Arizona		85034
(Address of Principal Executive Offices)		(Zip Code)

(602) 437-9620

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

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):

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

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

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

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

TABLE OF CONTENTS

	Item 2.01 Completion of Acquisition or Disposition of Assets.
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
EX-2.1
EX-99.1

Item 2.01 Completion of Acquisition or Disposition of Assets.

On May 27, 2005, pursuant to the Agreement and Plan of Merger, as amended, among Radyne ComStream Inc., a Delaware corporation (“Radyne”), Xicom Acquisition Inc., a California corporation wholly owned by Radyne (“Merger Sub”), Xicom Technology Inc., a California corporation (“Xicom”), the Xicom Shareholders signatory thereto, and Walter C. Wood, solely in his capacity as the Shareholders’ Representative (the “Merger Agreement”), Radyne completed its acquisition of Xicom. Radyne had previously announced its intent to acquire Xicom on March 3, 2005, and filed the Merger Agreement as an exhibit to its 10-K filed on March 16, 2005.

After final adjustments, at closing, Radyne paid $37,703,700 in cash, issued 219,708 shares of stock and assumed $5.1 million of debt for all of Xicom’s outstanding capital stock. In accordance with the terms of the Merger Agreement, at closing, Xicom Acquisition, a wholly owned subsidiary of Radyne, was merged into Xicom as the surviving corporation. Following the closing, Xicom will continue to operate as a Radyne subsidiary from its Santa Clara, California offices.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

To be filed by amendment not later than 71 calendar days after the date this Current Report is required to be filed.

(b) Pro Forma Financial Information.

To be filed by amendment not later than 71 calendar days after the date this Current Report is required to be filed.

(c) Exhibits.

Exhibit No.
Exhibit 2.1	Amendment No. 1 to Agreement and Plan of Merger
Exhibit 99.1	Press Release Dated May 31, 2005

2

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.

Dated: May 31, 2005

RADYNE COMSTREAM INC.
 

/s/ Malcolm C. Persen  

By: Malcolm C. Persen 

       Vice President and Chief Financial Officer 

3

EX-2.1

EXHIBIT 2.1

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

     This Amendment No. 1 (the “Amendment”) to that certain Agreement and Plan of Merger dated March 2, 2005, among Radyne ComStream Inc., a Delaware corporation (“Radyne”), Xicom Acquisition Inc., a California corporation wholly owned by Radyne (“Merger Sub”), Xicom Technology Inc., a California corporation (“Xicom”), the Xicom Shareholders signatory thereto, and Walter C. Wood, solely in his capacity as the Shareholders’ Representative (the “Merger Agreement”), is made as of May 27, 2005 by Radyne, Merger Sub and Xicom. Capitalized terms not defined herein shall have their meanings as set forth in the Merger Agreement.

RECITALS

     WHEREAS, pursuant to Section 9.3 of the Merger Agreement, Radyne, Merger Sub and Xicom may amend the terms of the Merger Agreement by an instrument in writing approved by Radyne, Merger Sub and Xicom;

WHEREAS, on May 23, 2005, Radyne delivered to Xicom the Final Closing Balance Sheet;

     WHEREAS, notwithstanding the Final Closing Balance Sheet and Section 1.6(a)(i) of the Merger Agreement, Radyne, Merger Sub and Xicom desire to mutually agree on the specific amount that the Merger Consideration shall be decreased due to the difference in the Preliminary Closing Balance Sheet and the Final Closing Balance Sheet;

     WHEREAS, the parties desire to decrease the Escrow Amount and extend the termination date of the Merger Agreement.

     NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, Radyne, Merger Sub and Xicom agree as follows:

AGREEMENT

     Radyne, Merger Sub and Xicom each hereby agrees that, notwithstanding:

     (i) Section 1.6(a) of the Merger Agreement, the Merger Consideration shall be decreased by $1,325,000 and no further adjustment shall be made to the Merger Consideration pursuant to Section 1.6(a) of the Merger Agreement;

     (ii) Section 1.7(a) of the Merger Agreement, the Escrow Amount shall be $4,507,500; and

     (iii) Section 9.1(d) of the Merger Agreement, the Merger Agreement may be terminated at any time prior to the Effective Time by Radyne or Merger Sub, on one hand, or Xicom, on the other hand, if the Merger shall not have been consummated by June 2, 2005.

     IN WITNESS WHEREOF, Radyne, Merger Sub and Xicom have executed this Amendment as of the date first above written.

RADYNE COMSTREAM INC.,

a Delaware corporation

By:

Name: Robert C. Fitting

Title: Chief Executive Officer

XICOM ACQUISITION INC.,

a California corporation

By:

Name: Robert C. Fitting

Title: President and Chief Executive Officer

XICOM TECHNOLOGY INC.

By:

Name: Walter C. Wood

Title: Chief Executive Officer

EX-99.1

EXHIBIT 99.1

Radyne Completes Acquisition of Xicom Technology

PHOENIX, AZ – May 31, 2005 — Radyne ComStream Inc. (NASDAQ: RADN), today announced that it had completed its acquisition of Xicom Technology. After final adjustments, Radyne paid $37.7 million in cash, 219,708 shares of stock and assumed $5.1 million in debt at the closing. Xicom will continue to operate as a Radyne subsidiary from its Santa Clara, California offices.

With over $44 million in annual sales for its fiscal year ended October 31, 2004, Xicom is a leading provider of satellite and microwave power amplifiers and other RF products. The combination of Xicom’s amplifier products and RF technologies with Radyne’s line of satellite modems and broadcast encoders will make the company a full line supplier of satellite and broadcast electronic systems. The acquisition brings an increased customer base for both company’s products as well as the potential of offering complete system solutions.

“We are delighted to join forces with Xicom,” said Bob Fitting, Radyne’s CEO. “The combination of these two industry leading suppliers will provide customers with one stop shopping for their satellite communication needs. We believe that Xicom’s military market strength and Radyne’s commercial strength provides a synergistic benefit.”

“Working together with Radyne over the past few months has convinced us how strong a combination these two businesses will be,” commented Walt Wood, Xicom’s CEO. “Our employees, suppliers and customers will all enjoy benefits from an integrated market leader.”

Radyne also announced that 3 years of financials for Xicom will be available within 75 days.

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, troposcatter, and cable communication networks. The Company, through its Tiernan subsidiary, is a supplier of HDTV and SDTV encoding and transmission equipment. The Xicom Technology subsidiary is a producer of high power amplifiers for communications applications. Radyne is headquartered in Phoenix, Arizona, has manufacturing facilities in Phoenix, San Diego, and Santa Clara and sales and service offices in Singapore, Beijing, Jakarta and the United Kingdom. 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. Additional information on Xicom is available at www.xicomtech.com.

Contact: Malcolm Persen, Chief Financial Officer, 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. Forward-looking statements involve risks, uncertainties and other factors that may cause actual results, performance or achievements of Radyne ComStream and its subsidiaries to be materially different from those expressed or implied by such forward-looking statements. 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 statements relating to its acquisition of Xicom, and the anticipated benefits of the combination of Radyne and Xicom.

With respect to the Xicom acquisition, uncertainties include the possibility that: Xicom’s business will not be integrated successfully; marketing, sales, customer and other synergies anticipated from the acquisition will not be fully realized or will take longer to realize than expected; unanticipated expenses and liabilities will be incurred; the combined companies will lose key officers, employees, suppliers or customers; Radyne will not be able to improve Xicom’s profitability; and the acquisition may not be accretive in the near term or even in future years.

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

•   Changes in demand for the Company’s products;

•   Changes in product mix;

•   The timing of customer orders and deliveries;

•   The impact of competitive products and pricing;

•   Constraints on supplies of critical raw materials;

•   Excess or shortage of production capacity;

•   The potential lack of market approval and acceptance of our new products;

•   The impact of potential production, quality control and other technical problems associated with our new products;

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

•   The effect that acts of international terrorism may have on the Company’s ability to ship products abroad;

•   The potential for another downturn in the evolving telecommunications and Internet industries;

•   Other risks discussed from time to time in the Company’s SEC filings and reports; 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. In addition, the Company does not endorse any projections regarding future performance that may be made by third parties.