================================================================================
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
Date of Report (Date of earliest event reported) JANUARY 26, 2004
COMTECH TELECOMMUNICATIONS CORP.
(Exact name of Registrant as specified in its charter)
DELAWARE 0-7928 11-2139466
---------------------------- ---------------- ----------------------
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification Number)
105 BAYLIS ROAD, MELVILLE, NEW YORK 11747
-------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(631) 777-8900
-------------------------------------------------------
(Registrant's telephone number, including area code)
N/A
-------------------------------------------------------
(Former name or former address, if changed since last report)
================================================================================
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.
On January 26, 2004, Comtech Telecommunications Corp. issued a press
release announcing that the initial purchaser of its 2.0% Convertible Senior
Notes due 2024 exercised its option to purchase an additional $15 million
aggregate original principal amount of the notes, bringing the final aggregate
original principal amount of the notes to $105 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:
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
99.1 Press Release of the Company, dated January 26,
2004.
2
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 26, 2004
By:/s/ ROBERT G. ROUSE
---------------------------------
Name: Robert G. Rouse
Title: Senior Vice President
and Chief Financial Officer
3
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 EXERCISE BY
INITIAL PURCHASER OF OPTION TO PURCHASE ADDITIONAL $15 MILLION OF
CONVERTIBLE SENIOR NOTES
MELVILLE, N.Y. - January 26, 2004 - Comtech Telecommunications Corp. (Nasdaq:
CMTL) announced today that the initial purchaser of its 2.0% Convertible Senior
Notes due 2024 has exercised its option to purchase an additional $15 million
aggregate original principal amount of the notes. As a result, the final
aggregate original principal amount of the notes is $105 million. The sale of
all of the notes is expected to close on January 27, 2004.
The notes will bear interest at a rate of 2.0% per year and, during certain
periods and subject to certain conditions, the notes will be convertible into
shares of Comtech's common stock at an initial conversion price of $47.25 per
share (a conversion rate of 21.1640 shares per $1,000 original principal amount
of notes), subject to adjustment in certain circumstances. Upon conversion of
the notes, in lieu of delivering common stock, Comtech may, in its discretion,
deliver cash or a combination of cash and common stock. Comtech may, at its
option, redeem some or all of the notes on or after February 4, 2009. Holders of
the notes will have the right to require Comtech to repurchase some or all of
the outstanding notes on February 1, 2011, February 1, 2014 and February 1, 2019
and upon certain events, including a change in control.
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.
5