Transaction
Valuation*
|
Amount
of Filing Fee*
|
|
$259,892,778
|
$10,213.79
|
|
*
|
Estimated
solely for purposes of calculating the filing fee in accordance with Rule
0-11 under the Securities Exchange Act of 1934, as amended. The amount of
the filing fee is calculated by multiplying the transaction value by
0.0000393. The transaction value was determined by multiplying the offer
price of $11.50 per share by 22,599,372, the number of common stock, par
value $.001 per share (“Shares”) of Radyne Corporation (“Radyne”)
outstanding as of May 1, 2008, as represented by Radyne in the Merger
Agreement, which Shares consist of (a) 18,808,528 shares issued and
outstanding, and (b) 3,790,844 shares reserved for future issuance
pursuant to Radyne stock options or stock incentive rights granted
pursuant to Radyne stock option
plans.
|
þ
|
Check
the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its
filing.
|
|
Amount
Previously Paid: $10,213.79
Form
or Registration No.: SC TO
|
Filing
Party: Comtech TA Corp. and Comtech Telecommunications Corp.
Date
Filed: May 22, 2008
|
|
o |
Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
|
|
Check
the appropriate boxes below to designate any transactions to which the
statement relates:
|
||
þ |
third-party
tender offer subject to Rule 14d-1.
|
|
o |
issuer
tender offer subject to Rule 13e-4.
|
|
o |
going-private
transaction subject to Rule 13e-3.
|
|
o |
amendment
to Schedule 13D under Rule 13d-2.
|
|
Check
the following box if the filing is a final amendment reporting the results
of the tender offer: þ
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Comtech
TA Corp.
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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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Vice
President, Secretary and Treasurer
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||||
Comtech
Telecommunications Corp.
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|||||
By:
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/s/ FRED KORNBERG
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||||
Name:
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Fred
Kornberg
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||||
Title:
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Chairman,
Chief Executive Officer and
President
|
(a)(1)(A)
|
Offer
to Purchase, dated May 22, 2008*
|
(a)(1)(B)
|
Form
of Letter of Transmittal*
|
(a)(1)(C)
|
Form
of Notice of Guaranteed Delivery*
|
(a)(1)(D)
|
Form
of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees*
|
(a)(1)(E)
|
Form
of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees*
|
(a)(1)(F)
|
Internal
Revenue Service Form W-9 (Request for Taxpayer Identification Number and
Certification), including instructions for completing the
form*
|
(a)(1)(G)
|
Press
release issued by Comtech, dated May 12, 2008 (incorporated by reference
to Form 8-K filed by Comtech with the Securities and Exchange
Commission on May 12, 2008)*
|
(a)(1)(H)
|
Form
of summary advertisement, published May 22, 2008 in The New York
Times*
|
(a)(2)
|
Not
applicable
|
(a)(3)
|
Not
applicable
|
(a)(4)
|
Not
applicable
|
(a)(5)(A)
|
Questions
and Answers issued by Comtech, dated May 12, 2008 (incorporated by
reference to Form 8-K filed by Comtech with the Securities and
Exchange Commission on May 12, 2008)*
|
(a)(5)(B)
|
Press
Release issued by Comtech, dated June 23, 2008*
|
(a)(5)(C)
|
Press
Release issued by Comtech, dated June 30, 2008*
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(a)(5)(D)
|
Press
Release issued by Comtech, dated July 14, 2008 (incorporated by reference
to Exhibit 99.1 to the Current Report on Form 8-K filed by Comtech with
the SEC on July 14, 2008)*
|
(a)(5)(E)
|
Press
Release issued by Comtech, dated August 1, 2008
|
(b)
|
Not
applicable
|
(d)(1)
|
Agreement
and Plan of Merger, dated as of May 10, 2008, by and among Radyne, Comtech
and Comtech TA Corp.*
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(d)(2)
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Confidentiality
Agreement, dated as of January 3, 2008, by and between Comtech and
Radyne*
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(d)(3)
|
Amendment
to Agreement and Plan of Merger, dated as of July 11, 2008 (incorporated
by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by
Comtech with the SEC on July 14, 2008)*
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(g)
|
Not
applicable
|
(h)
|
Not
applicable
|
*
|
Previously
filed
|