UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended July 31, 2002
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number: 0-7928
COMTECH TELECOMMUNICATIONS CORP.
(Exact Name of Registrant as Specified in its Charter)
Delaware 11-2139466
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
105 Baylis Road
Melville, New York 11747
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (631) 777-8900
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.10 per share
Series A Junior Participating Cumulative Preferred
Stock par value $.10 per share
(Title of Class)
Indicate 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: |X| NO: |_|
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. |X|
The 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 October 11, 2002 was
approximately $46,547,000.
The number of shares of the registrant's common stock outstanding on October 11,
2002 was 7,509,821.
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 Shareholders to be held December 10, 2002 Part III
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EXPLANATORY NOTE
This Form 10-K/A is being filed as Amendment No. 1 to the Form 10-K of
Comtech Telecommunications Corp. ("Comtech") filed with the Securities and
Exchange Commission on October 16, 2002 ("Form 10-K") for the purpose of
amending the independent auditors' report and consent to provide the name and
electronic signature of KPMG LLP. There are no other changes to the report or
the consent.
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[KPMG LETTERHEAD]
Independent Auditors' Report
The Board of Directors and Stockholders
Comtech Telecommunications Corp.:
We have audited the consolidated financial statements of Comtech
Telecommunications Corp. and subsidiaries as listed in the accompanying index.
In connection with our audits of the consolidated financial statements, we also
audited the consolidated financial statement schedule as listed in the
accompanying index. These consolidated financial statements and consolidated
financial statement schedule are the responsibility of the Company's management.
Our responsibility is to express an opinion on these consolidated financial
statements and consolidated financial statement schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Comtech
Telecommunications Corp. and subsidiaries as of July 31, 2002 and 2001, and the
results of their operations and their cash flows for each of the years in the
three-year period ended July 31, 2002 in conformity with accounting principles
generally accepted in the United States of America. Also in our opinion, the
related consolidated financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.
/s/ KPMG LLP
----------------------
Melville, New York
October 15,2002
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SIGNATURE
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.
(Registrant)
Date: April 4, 2003 By: /s/ Fred Kornberg
---------------------------------------------
Fred Kornberg
Chairman of the Board
Chief Executive Officer and President
(Principal Executive Officer)
Date: April 4, 2003 By: /s/ Robert G. Rouse
---------------------------------------------
Robert G. Rouse
Senior Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)
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CERTIFICATION
I, Fred Kornberg, Chief Executive Officer of Comtech Telecommunications Corp.
(the "registrant"), certify that:
1. I have reviewed this annual report on Form 10-K of Comtech
Telecommunications Corp.;
2. Based on my knowledge, this annual report does not contain any untrue
statements of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report.
Date: April 4, 2003 By: /s/ Fred Kornberg
--------------------------------------
Fred Kornberg
Chairman of the Board
Chief Executive Officer and President
(Principal Executive Officer)
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CERTIFICATION
I, Robert G. Rouse, Chief Financial Officer of Comtech Telecommunications Corp.
(the "registrant"), certify that:
1. I have reviewed this annual report on Form 10-K of Comtech
Telecommunications Corp.;
2. Based on my knowledge, this annual report does not contain any untrue
statements of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report.
Date: April 4, 2003 By: /s/ Robert G. Rouse
---------------------------------------------
Robert G. Rouse
Senior Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)
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