UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| March 31, 2020 | | 0-7928 |
Date of Report (Date of earliest event reported) | | Commission File Number |
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| (Exact name of registrant as specified in its charter) |
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| Delaware | | 11-2139466 |
(State or other jurisdiction of incorporation or organization)
| | (I.R.S. Employer Identification Number) |
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| | 68 South Service Road, Suite 230
Melville, New York 11747 | |
| | (Address of Principal Executive Offices) (Zip Code) | |
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| | (631) 962-7000 | |
| | (Registrant’s telephone number, including area code) | |
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:
[X] 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)) |
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| Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class | Trading Symbol(s) | Name of exchange on which registered |
| Common Stock, par value $0.10 per share | CMTL | NASDAQ Stock Market LLC |
Series A Junior Participating Cumulative Preferred Stock, par value $0.10 per share
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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| Item 7.01 | Regulation FD Disclosure. |
On March 31, 2020, the Company announced in a press release that, given the uncertainty regarding the potential duration and impact of COVID-19, it is withdrawing its guidance for the fiscal year ending July 31, 2020 previously issued on March 4, 2020.
Item 8.01 Other Events
On March 31, 2020, the Company announced in the same press release an update on the status of the Gilat acquisition under the Agreement and Plan of Merger entered into by the Company and Gilat Satellite Networks Ltd. on January 29, 2020.
A copy of the Company’s press release relating to these announcements is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit Number | Description |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Comtech Telecommunications Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
COMTECH TELECOMMUNICATIONS CORP.
Dated: March 31, 2020
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| By: | /s/ Michael A. Bondi
Name: Michael A. Bondi
Title: Chief Financial Officer |
