United
States
Securities
and Exchange Commission
Washington,
D.C. 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d)
of the
Securities
Exchange Act of 1934
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July
14, 2008 (July 11, 2008)
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0-7928
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Date
of Report
(Date
of earliest event reported)
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Commission
File Number
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(Exact
name of registrant as specified in its charter)
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Delaware
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11-2139466
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(State
or other jurisdiction of incorporation or organization)
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(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)
(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:
¨
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))
| Item 1.01 |
Entry
into a Material Definitive
Agreement.
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As
previously disclosed, on May 10, 2008, Comtech Telecommunications Corp., a
Delaware corporation (the “Company”), Radyne Corporation, a Delaware corporation
(“Radyne”) and Comtech TA Corp., a Delaware corporation and a wholly-owned
subsidiary of the Company (the “Purchaser”), entered into an Agreement and Plan
of Merger (the “Merger Agreement”).
On
July
11, 2008, the Company, Radyne and Purchaser amended the Merger Agreement (the
"Amendment") to establish August 1, 2008 as the expiration date of the tender
offer for Purchaser to purchase all issued and outstanding shares of Radyne,
and
to provide, among other things, that the Company will be required to purchase shares
at the expiration date of the tender offer even if there has been a material
adverse effect at Radyne in the period between July 11, 2008 and the expiration
of the tender offer. All other terms and conditions of the tender offer remain
the same, as set forth in the Offer to Purchase filed with the United States
Securities and Exchange Commission on May 22, 2008. The foregoing description
of
the Amendment does not purport to be complete and is qualified in its entirety
by reference to the Amendment, which is incorporated herein by reference to
Exhibit 2.1 to this Current Report on Form 8-K
On
July
14, 2008, the Company issued a press release announcing execution of the
Amendment, a copy of which press release is filed as Exhibit 99.1 to this
Current Report on Form 8-K, and is incorporated herein by this
reference.
| Item 9.01 |
Financial
Statements and Exhibits.
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(d)
Exhibits.
The
following exhibits are filed herewith:
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Exhibit Number
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Description
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2.1
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Amendment
to Agreement and Plan of Merger, dated as of July 11, 2008, among
the
Company, Purchaser and Radyne
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99.1
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Press
release issued by the Company, dated July 14,
2008
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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.
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COMTECH
TELECOMMUNICATIONS CORP.
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Dated:
July 14, 2008
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By:
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/s/
Michael D. Porcelain
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Name:
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Michael
D. Porcelain
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Title:
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Senior
Vice President and
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Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit Number
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Description
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2.1
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Amendment
to Agreement and Plan of Merger, dated as of July 11, 2008, among
the
Company, Purchaser and Radyne
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99.1
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Press
release issued by the Company, dated July 14,
2008
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