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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 17, 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
incorporation or organization) Number)
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 17, 2003, Comtech Telecommunications Corp. issued a press release
announcing the completion of a sale, subject to customary closing matters, of
2,100,000 shares of its common stock in a private placement 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:
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EXHIBIT NUMBER DESCRIPTION
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99.1 Press Release of the Company, dated July 17, 2003.
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 17, 2003
By: /S/ ROBERT G. ROUSE
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Name: Robert G. Rouse
Title: Senior Vice President
and Chief Financial Officer
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 COMPLETION OF
PRIVATE PLACEMENT OF COMMON STOCK
MELVILLE, NEW YORK - JULY 17, 2003 - Comtech Telecommunications
Corp. (Nasdaq: CMTL) reported that it has completed a sale
subject to customary closing matters, 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 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.