UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A (AMENDMENT NO. 1) |
(Mark One)
T Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended July 31, 2009
o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission File Number: 0-7928
(Exact name of registrant as specified in its charter)
| Delaware | 11-2139466 | |
| (State or other jurisdiction of incorporation /organization) | (I.R.S. Employer Identification Number) | |
68 South Service Road, Suite 230, Melville, NY | 11747 | |
| (Address of principal executive offices) | (Zip Code) | |
| (631) 962-7000 | ||
| (Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered | |
| Common Stock, par value $.10 per share | NASDAQ Stock Market LLC | |
| Series A Junior Participating Cumulative | ||
| Preferred Stock, par value $.10 per share | NASDAQ Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act: None (Title of class) |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes 
NoIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the Act.
Yes NoIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes NoIndicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | Accelerated filer |
| Non-accelerated filer | Smaller reporting company |
Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes NoThe aggregate market value of the registrant’s voting stock held by non-affiliates of the registrant, computed by reference to the closing sales price as quoted on the NASDAQ National Market on January 30, 2009 was approximately $951,186,000.
The number of shares of the registrant’s common stock outstanding on September 18, 2009 was 28,226,243.
DOCUMENTS INCORPORATED BY REFERENCE.
Certain portions of the document listed below have been incorporated by reference into the indicated Part of this Annual Report on Form 10-K:
Proxy Statement for Annual Meeting of Stockholders to be held December 9, 2009 - Part III
EXPLANATORY NOTE
In accordance with Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, we are filing this abbreviated Amendment No. 1 to the Annual Report on Form 10-K (this “Form 10-K/A”) of Comtech Telecommunications Corp. (the “Registrant” or the “Company”) for the year ended July 31, 2009 (the “2009 Form 10-K”) solely to amend Item 15 of Part IV of the 2009 Form 10-K to incorporate by reference an updated version of Exhibit 10(n), a portion of which has been granted confidential treatment by the Securities and Exchange Commission (the “SEC”). Omitted portions have been filed separately with the SEC.
In addition, in accordance with applicable Securities and Exchange Commission rules, Item 15 of Part IV of the 2009 Form 10-K has been further amended to include currently-dated certifications from our Chairman of the Board, Chief Executive Officer and President, who is our principal executive officer, and our Senior Vice President and Chief Financial Officer, who is our principal accounting and financial officer, as Exhibits 31.3 and 31.4, respectively.
Except for amending Item 15 of Part IV of the 2009 Form 10-K as indicated above, this Form 10-K/A does not revise, update, or in any way affect any information or disclosure contained in the 2009 Form 10-K and we have not updated the disclosures contained herein to reflect events that occurred at a later date.
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| (a) | (1) The Registrant’s financial statements together with a separate index are annexed hereto. |
| (2) The Financial Statement Schedule listed in a separate index is annexed hereto. | |
| (3) Exhibits required by Item 601 of Regulation S-K are listed below. |
Exhibit Number | Description of Exhibit | Incorporated By Reference to Exhibit | ||
| 3(a)(i) | Restated Certificate of Incorporation of the Registrant | Exhibit 3(a)(i) to the Registrant’s 2006 Form 10-K | ||
| 3(a)(ii) | Amended and Restated By-Laws of the Registrant | Exhibit 3(ii) to the Registrant’s Form 8-K dated December 6, 2007 | ||
| 4(a) | Rights Agreement dated as of December 15, 1998 between the Registrant and American Stock Transfer and Trust Company, as Rights Agent | Exhibit 4(1) to the Registrant’s Form 8-A/A dated December 23, 1998 | ||
| 4(b) | Amendment to Rights Agreement dated as of December 12, 2008 between the Registrant and American Stock Transfer and Trust Company, as Rights Agent | Exhibit 10 to the Registrant’s Form 10-Q for the quarter ended January 31, 2009 | ||
| 4(c) | Indenture, dated May 8, 2009, between Comtech Telecommunications Corp. and The Bank of New York Mellon, as trustee | Exhibit 4.1 to the Registrant’s Form 8-K dated May 13, 2009 | ||
| 10(a)* | Second Amended and Restated Employment Agreement dated September 16, 2008, between the Registrant and Fred Kornberg | Exhibit 10(a) to the Registrant’s 2008 Form 10-K | ||
| 10(b)(1)* | Amended and Restated Form of Change in Control Agreement (Tier 2) between the Registrant and Named Executive Officers (other than the CEO) and Certain Other Executive Officers | Exhibit 10(b)(1) to the Registrant’s 2008 Form 10-K | ||
| 10(b)(2)* | Amended and Restated Form of Change in Control Agreement (Tier 3) between the Registrant and Certain Non-Executive Officers | Exhibit 10(b)(2) to the Registrant’s 2008 Form 10-K | ||
| 10(c)* | Amended and Restated 1993 Incentive Stock Option Plan | Appendix A to the Registrant’s Proxy Statement dated November 3, 1997 | ||
| 2000 Stock Incentive Plan, Amended and Restated, Effective June 2, 2009 | Exhibit 10(d) to the Registrant’s Form 10-K filed September 23, 2009 | |||
| 10(e)* | Form of Stock Option Agreement pursuant to the 2000 Stock Incentive Plan | Exhibit 10(f)(7) to the Registrant’s 2005 Form 10-K | ||
| 10(f)* | Form of Stock Option Agreement for Non-employee Directors pursuant to the 2000 Stock Incentive Plan | Exhibit 10(f)(8) to the Registrant’s 2006 Form 10-K | ||
| 10(g)* | 2001 Employee Stock Purchase Plan | Appendix B to the Registrant’s Proxy Statement dated November 6, 2000 | ||
| 10(h)* | Lease and amendment thereto on the Melville, New York Facility | Exhibit 10(k) to the Registrant’s 1992 Form 10-K |
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Exhibit Number | Description of Exhibit | Incorporated By Reference to Exhibit | ||
| 10(i) | Movement Tracking System Contract between Comtech Mobile Datacom Corporation and the U.S. Army’s Contract Agency dated August 31, 2007… | Exhibit 10(j) to the Registrant’s 2007 Form 10-K | ||
| 10(j) | Blue Force Tracking System Contract between Comtech Mobile Datacom Corporation and the U.S. Army CECOM dated August 31, 2007… | Exhibit 10(k) to the Registrant’s 2007 Form 10-K | ||
| 10(k) | Form of Indemnification Agreement between the Registrant and the Named Executive Officers and Certain Other Executive Officers | Exhibit 10.1 to Registrant’s 8-K filed on March 8, 2007 | ||
| 10(l) | Agreement and Plan of Merger, dated May 10, 2008, among the Company, Purchaser and Radyne | Exhibit 2.1 to the Registrant’s Form 8-K filed May 12, 2008 | ||
| 10(m) | Amendment to Agreement and Plan of Merger, dated as of July 11, 2008, among the Company, Purchaser and Radyne | Exhibit 2.1 to the Registrant’s Form 8-K filed July 14, 2008 | ||
Credit Facility, dated as of June 24, 2009, by and among Comtech Telecommunications Corp. and Citibank, N.A., as Administrative Agent and The Lenders Party Hereto… | Exhibit 10.2 to the Registrant’s Form 10-Q filed March 3, 2010 | |||
Subsidiaries of the Registrant | Exhibit 21 to the Registrant’s Form 10-K filed September 23, 2009 | |||
Consent of Independent Registered Public Accounting Firm | Exhibit 23 to the Registrant’s Form 10-K filed September 23, 2009 | |||
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Exhibit 31.1 to the Registrant’s Form 10-K filed September 23, 2009 | ||
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Exhibit 31.2 to the Registrant’s Form 10-K filed September 23, 2009 | ||
| 32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Exhibit 32.1 to the Registrant’s Form 10-K filed September 23, 2009 | ||
| 32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Exhibit 32.2 to the Registrant’s Form 10-K filed September 23, 2009 |
* Management contract or compensatory plan or arrangement.
… Certain portions of this agreement have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
Exhibits to this Form 10-K/A are available from the Company upon request and payment to the Company for the cost of reproduction. The information is also available on our Internet website at www.comtechtel.com.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| COMTECH TELECOMMUNICATIONS CORP. | |
| May 10, 2010 | By: /s/ Fred Kornberg |
| (Date) | Fred Kornberg, Chairman of the Board |
| and Chief Executive Officer |
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