SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A AMENDMENT NO. 2 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the three month period ended SEPTEMBER 30, 1996. [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-11685-NY RADYNE CORP. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) NEW YORK - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation or organization) 11-2569467 - -------------------------------------------------------------------------------- (IRS EMPLOYER IDENTIFICATION NO.) 5225 South 37th Street, Phoenix, AZ 85040 - -------------------------------------------------------------------------------- (Address of principal executive offices) 602-437-9620 - -------------------------------------------------------------------------------- (Registrant's Telephone number) Indicate by check mark whether the registrant (1) 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 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 [X] NO [_] Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. YES [X] NO [_] The registrant had 18,748,605 shares of its common stock, par value $.002, outstanding as of October 31, 1996. SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: March 11, 1997 RADYNE CORP. By: /s/ Robert C. Fitting ----------------------------------- Robert C. Fitting President By: /s/ Garry D. Kline ----------------------------------- Garry D. Kline Acting Chief Financial Officer