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) July 14, 2008 (July 11, 2008)

RADYNE CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	0-11685	112569467
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3138 East 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):

¨ 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)

¨ 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 1.01   Entry into a Material Definitive Agreement.

On July 11, 2008, we entered into an Amendment to Agreement and Plan of Merger (the “Amendment”) with Comtech Telecommunications Corp., a Delaware corporation (“Parent”), and Comtech TA Corp., a wholly-owned subsidiary of Parent (“Purchaser”). Under the terms of the Amendment, the expiration date for the cash tender offer for Radyne Corporation shares was extended to 12:01 a.m., New York City time, on August 1, 2008 (the “Extended Expiration Date”). Purchaser and Parent have agreed that all the tender offer conditions have been satisfied as of July 11, 2008, except those conditions related to (i) the issuance of any injunctions or orders restraining the transaction (item (b) of Annex A to the merger agreement), (ii) changes in board recommendation in connection with an acquisition proposal (item (c) of Annex A to the merger agreement), and (iii) the failure of at least 50% of Radyne Corporation shares being tendered prior to the Extended Expiration Date (clause (i) of the second paragraph of Annex A to the merger agreement). Subject to the foregoing, Purchaser and Parent have also agreed to consummate the tender offer and the merger within three business days after the Extended Expiration Date. A copy of the Amendment is attached hereto as Exhibit 2.1.

The information in this report is neither an offer to purchase nor a solicitation of an offer to sell shares of Radyne Corporation. Purchaser and Parent have filed a tender offer statement with the Securities and Exchange Commission (“SEC”) and Radyne has filed a solicitation/recommendation statement with respect to the tender offer. Radyne Corporation stockholders are advised to read the tender offer statement regarding the acquisition of Radyne Corporation shares referenced herein, and the related solicitation/recommendation statement. The tender offer statement and the solicitation/recommendation statement contain important information that should be read carefully before any decision is made with respect the tender offer. These documents will be made available to all stockholders of Radyne Corporation at no expense to them. These documents will also be available at no charge on the SEC’s web site at www.sec.gov. Stockholders may also obtain copies of these documents without charge by requesting them from Radyne Corporation in writing at 3138 East Elwood Street, Phoenix, Arizona 85034, or by phone at (602) 437-9620.

Item 9.01(d).   Financial Statements and Exhibits.

Exhibit No.	Description
2.1	Amendment to Agreement and Plan of Merger, dated as of July 11, 2008, by and among Comtech Telecommunications Corp., Comtech TA Corp. and Radyne Corporation.

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: July 14, 2008

RADYNE CORPORATION
By:	/s/ Malcolm C. Persen
	Malcolm C. Persen Chief Financial Officer

EX-2.1

EXHIBIT 2.1

AMENDMENT TO AGREEMENT AND PLAN OF MERGER

THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) dated July 11, 2008, by and among COMTECH TELECOMMUNICATIONS CORP., a Delaware corporation (“Parent”), COMTECH TA CORP., a Delaware corporation and wholly-owned subsidiary of Parent (“Purchaser”), and RADYNE CORPORATION, a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meaning given them in the Agreement and Plan of Merger, dated May 10, 2008, among Parent, Purchaser and the Company (the “Merger Agreement”). Parent, Purchaser and the Company shall each be referred to herein as a “Party” and collectively as the “Parties.”

WHEREAS, pursuant to Section 9.04 of the Merger Agreement, the Merger Agreement may be amended by a written instrument signed by the parties to the Merger Agreement; and

WHEREAS, the Board of Directors of Parent, Purchaser and the Company view it to be advisable, desirable and in the best interests of Parent, Purchaser and the Company, respectively, to amend the Merger Agreement.

NOW, THEREFORE, in consideration of the foregoing, the agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Extension of Expiration Date. The Offer shall be extended and remain open until 12:01 a.m., New York City time, on August 1, 2008 (the “Expiration Date”), unless Purchaser shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, the provisions of Section 2.01(b) of the Merger Agreement or as may be required by applicable Law, in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire.

2. Closing. Purchaser and Parent agree that the Tender Offer Conditions set forth in items (a), (d), (e), (f), (g) and (i) of Annex A to the Merger Agreement have been satisfied as of 5:00 p.m. New York City time on the date hereof. The Company shall furnish Parent concurrently with the execution of this Amendment, a certificate dated as of the date hereof, signed on its behalf by both its Chief Executive Officer and Chief Financial Officer to the effect that the conditions set forth in items (d) and (e) of Annex A to the Merger Agreement shall not have occurred and continue to exist. The certificate to be furnished by the Company to Parent pursuant to the preceding sentence shall be in the form attached hereto as Exhibit A. Notwithstanding the foregoing, Parent and Purchaser shall retain the right to terminate the Merger Agreement in the event that on the Expiration Date (x) the Minimum Condition shall not be satisfied or (y) the conditions set forth in items (b) or (c) of Annex A to the Merger Agreement shall have occurred and continue to exist. Subject to the foregoing, Purchaser and Parent further agree that the Merger shall be consummated within three business days following the Expiration Date.

3. No Further Amendment. Except to the extent expressly modified by this Amendment, all of the provisions of the Merger Agreement shall remain in full force and effect, without modification or amendment and are ratified in all respects, including the provisions of Section 7.07 of the Merger Agreement, which apply expressly to this Amendment and all actions taken in respect hereof. This Amendment is limited by its terms and does not and shall not serve to amend or waive any provision of the Merger Agreement except as expressly provided for in this Amendment.

4. Governing Law; General Provisions. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware (without giving effect to choice of law principles thereof) and shall be interpreted and enforced in accordance with the terms of the Merger Agreement.

5. Counterparts, Facsimile Execution. This Amendment may be executed in two or more counterparts (which may be by facsimile or other electronic signature), each of which shall be deemed an original and all of which together shall be considered one and the same instrument.

[Signature Page to Follow]

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.

COMTECH TELECOMMUNICATIONS CORP.
By:	/s/ FRED KORNBERG
	Name: Fred Kornberg Title: President and Chief Executive Officer
COMTECH TA CORP.
By:	/s/ FRED KORNBERG
	Name: Fred Kornberg Title: Chief Executive Officer
RADYNE CORPORATION
By:	/s/ CARL MYRON WAGNER
	Name: Carl Myron Wagner Title: Chief Executive Officer

Exhibit A

OFFICER’S CERTIFICATE

This Officer’s Certificate is being furnished to Comtech Telecommunications Corp., a Delaware corporation, pursuant to the Agreement and Plan of Merger, dated as of May 10, 2008, as amended (the “Merger Agreement”), by and among Comtech Telecommunications Corp., Comtech TA Corp., a Delaware corporation, and Radyne Corporation, a Delaware corporation (the “Company”). Capitalized terms used, but not defined, herein shall have the respective meanings given to them in the Merger Agreement.

The undersigned, Myron Wagner, in his capacity as Chief Executive Officer of the Company, and Malcolm C. Persen, in his capacity as the Chief Financial Officer of the Company, and not in their individual capacities, do hereby certify as follows:

The conditions set forth in items (d) and (e) of the Tender Offer Conditions have not occurred and do not continue to exist.

IN WITNESS WHEREOF, the undersigned have executed and delivered this Officer’s Certificate this 11 day of July, 2008.

By:
	Name: Carl Myron Wagner Title: Chief Executive Officer
By:
	Name: Malcolm C. Persen Title: Chief Financial Officer