8-K 1 rc3477.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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) August 23, 2005 RADYNE CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-11685 11-2569467 ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 3138 E. Elwood Street, Phoenix AZ 85034 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 602-437-9620 -------------------------------------------------------------- (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: [ ] 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS On August 23, 2005, Radyne Corporation's Board of Directors elected Dr. James Spilker, Jr. to join as a new member. Dr. Spilker was a co-founder and currently serves on the Board of Directors of Rosum Corporation, which designs and markets a location tracking solution. He is also on the Strategic Advisory Board for Boeing Connexion Internet access, and is a member of the Board of Advisors of the USC Communications Sciences Institute, the National Academy of Engineering and is a Life Fellow of IEEE. He is the author of Digital Communications by Satellite and a coauthor of Global Positioning System; Theory and Application and Evolution of Modern Communications Security. Dr. Spilker's election will expand the Board to six members. Mr. Spilker will serve on the Company's Compensation Committee. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Press release dated August 24, 2005. 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, thereunto duly authorized. RADYNE CORPORATION /s/ Malcolm C. Persen ----------------------- Malcolm C. Persen Vice President and Chief Financial Officer Date August 24, 2005 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION ------- ----------------------------------------- *99.1 Press release dated as of August 24, 2005 ---------- *Filed herewith.