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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
JULY 16, 2003 0-7928
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Date of Report Commission File Number
(Date of earliest event reported)
COMTECH TELECOMMUNICATIONS CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 11-2139466
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
105 BAYLIS ROAD
MELVILLE, NEW YORK 11747
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(Address of Principal Executive Offices) (Zip Code)
(631) 777-8900
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On July 16, 2003, Comtech Telecommunications Corp. issued a press
release announcing a private placement of 2,100,000 shares of its common stock
for an aggregate price of approximately $40.6 million. Attached hereto and
incorporated by reference herein as Exhibit 99.1 is a copy of such press
release.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) EXHIBITS:
EXHIBIT NUMBER DESCRIPTION
99.1 Press Release of the Company, dated July 16, 2003.
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SIGNATURES
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: July 16, 2003
By:/s/ ROBERT G. ROUSE
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Name: Robert G. Rouse
Title: Senior Vice President
and Chief Financial Officer
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EXHIBIT 99.1
Contact: Fred Kornberg
President and CEO
or
Robert G. Rouse
Senior Vice President and CFO
Comtech Telecommunications Corp.
(631) 777-8900
COMTECH TELECOMMUNICATIONS CORP.
ANNOUNCES PRIVATE PLACEMENT OF COMMON STOCK
MELVILLE, NEW YORK - JULY 16, 2003 - Comtech Telecommunications
Corp. (Nasdaq: CMTL) reported that it expects to complete a sale by
the end of today, in a private placement, of 2,100,000 shares of
its common stock for an aggregate price of approximately $40.6
million (or $19.33 per share). The number of shares and the per
share price reflect the Company's 3-for-2 stock split which was
effective after the markets closed on July 14, 2003.
The Company intends to use the net proceeds of the sale of shares
to prepay long-term debt and for other corporate purposes and has
agreed to register for resale the shares to be sold in the private
placement.
The securities offered and sold in the private placement have not
been registered under the Securities Act of 1933 and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements. This press
release shall not constitute an offer to sell or the solicitation
of an offer to sell or the solicitation of an offer to buy the
securities. This press release is being issued pursuant to and in
accordance with Rule 135c under the Securities Act of 1933, as
amended.
THIS PRESS RELEASE CONTAINS STATEMENTS THAT ARE FORWARD-LOOKING IN
NATURE AND INVOLVE CERTAIN SIGNIFICANT KNOWN AND UNKNOWN RISKS,
UNCERTAINTIES, POTENTIAL DELAYS AND OTHER FACTORS. AS A RESULT,
ACTUAL EVENTS COULD DIFFER MATERIALLY FROM SUCH FORWARD-LOOKING
STATEMENTS. ANY FORWARD-LOOKING STATEMENT IN THIS NEWS RELEASE IS
QUALIFIED IN ITS ENTIRETY BY SUCH RISKS AND UNCERTAINTIES.