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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
Date of Report (Date of earliest event reported) JANUARY 20, 2004
COMTECH TELECOMMUNICATIONS CORP.
(Exact name of Registrant as specified in its charter)
DELAWARE 0-7928 11-2139466
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification 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)
N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On January 20, 2004, Comtech Telecommunications Corp. issued a press
release announcing its intention to offer, subject to market and other
conditions, $75 million aggregate original principal amount of its Convertible
Senior Notes due 2024 in a private placement to "qualified institutional buyers"
pursuant to Rule 144A under the Securities Act of 1933, as amended. 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
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99.1 Press Release of the Company, dated January 20, 2004.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COMTECH TELECOMMUNICATIONS CORP.
Dated: January 20, 2004
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
Media Contacts:
Fred Kornberg, President and Chief Executive Officer
Robert G. Rouse, Chief Financial Officer
(631) 777-8900
Info@comtechtel.com
COMTECH TELECOMMUNICATIONS CORP. ANNOUNCES
PROPOSED $75 MILLION CONVERTIBLE SENIOR NOTES OFFERING
Melville, N.Y. - January 20, 2004 - Comtech Telecommunications Corp. (Nasdaq:
CMTL) announced today that it intends to offer, subject to market and other
conditions, $75 million aggregate original principal amount of its Convertible
Senior Notes due 2024 in a private placement to "qualified institutional buyers"
pursuant to Rule 144A under the Securities Act of 1933, as amended. Comtech
intends to grant the initial purchaser of the notes an option to purchase up to
an additional $11.25 million aggregate original principal amount of the notes.
The notes will be convertible into shares of Comtech's common stock.
Comtech intends to use the net proceeds of the offering for working capital and
general corporate purposes and potentially for future acquisitions of businesses
or technologies or repurchases of Comtech's common stock.
This press release does not constitute an offer to sell or the solicitation of
an offer to buy securities. The offering is being made only to qualified
institutional buyers. Any offers of the securities will be made only by means of
a confidential offering memorandum. The notes and the common stock issuable upon
conversion of the notes have not been registered under the Securities Act or any
state securities laws and, unless so registered, may not be offered or sold in
the United States except pursuant to an exemption from the registration
requirements of the Securities Act and applicable state laws.
Comtech Telecommunications Corp. designs, develops, produces and markets
innovative products, systems and services for advanced communications solutions.
The Company conducts its business through three complementary segments:
telecommunications transmission, mobile data communications, and RF microwave
amplifiers. The Company offers niche products, systems and services where it
believes it has technological, engineering, systems design or other expertise
that differentiate its product offerings.
This press release contains statements that are forward-looking in nature and
involve certain significant risks and uncertainties. Actual results could differ
materially from such forward-looking information. The Company's Securities and
Exchange Commission filings identify many such risks and uncertainties. Any
forward-looking information in this press release is qualified in its entirety
by the risks and uncertainties described in such Securities and Exchange
Commission filings.