As filed with the Securities and Exchange Commission on October 22, 2003
Registration No. 333-_____
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
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 Number)
incorporation or organization)
105 Baylis Road
Melville, New York, 11747
(Address of principal executive offices) (Zip code)
COMTECH TELECOMMUNICATIONS CORP.
2000 STOCK INCENTIVE PLAN
AMENDED AND RESTATED (EFFECTIVE AS OF OCTOBER 15, 2002)
(Full title of the plan)
----------------------
Mr. Fred Kornberg
Comtech Telecommunications Corp.
105 Baylis Road
Melville, New York, 11747
631-777-8900
(Name, address including zip code, and telephone number, including area code,
of agent for service)
----------------------
COPIES OF ALL COMMUNICATIONS TO:
Robert A. Cantone, Esq.
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
212-969-3000
================================================================================
CALCULATION OF REGISTRATION FEE
=====================================================================================================
Title of Amount To Be Proposed Maximum Proposed Maximum Amount Of
Securities To Be Registered (1) Offering Price Aggregate Offering Registration
Registered Per Share (2) Price (2) Fee (3)
-----------------------------------------------------------------------------------------------------
Common Stock, 750,000 shares $27.85 $20,887,500.00 $1,689.00
par value $.10 per
share
=====================================================================================================
(1) Represents the additional number (as adjusted to reflect the
three-for-two stock split effected in July 2003) of shares of common
stock, par value $.10 (the "Common Stock"), of Comtech
Telecommunications Corp. (the "Registrant") issuable under the Comtech
Telecommunications Corp. 2000 Stock Incentive Plan, Amended and
Restated (Effective as of October 15, 2002) (the "Plan"). Also includes
an aggregate of 750,000 preferred stock purchase rights attached to the
shares of Common Stock pursuant to the Rights Agreement, dated as of
December 15, 1998, between the Registrant and the American Stock
Transfer and Trust Company, as Rights Agent.
Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
amended (the "Securities Act") this Registration Statement also
registers such additional shares of Common Stock and preferred stock
purchase rights as may be offered or issued under the Plan to prevent
dilution resulting from stock splits, stock dividends or similar
transactions.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rules 457(c) and 457(h)(1) under the
Securities Act, on the basis of the high and low sale prices of the
Registrant's Common Stock as reported by the Nasdaq National Market on
October 21, 2003.
(3) Pursuant to General Instruction E to Form S-8, a filing fee is only
being paid with respect to the registration of additional securities
for the Plan. The existing securities under the Plan were registered,
and the correlating filing fee paid, pursuant to the Registrant's
Registration Statement on Form S-8 filed on December 12, 2000
(Registration No. 333-51708).
Explanatory Note
Pursuant to General Instruction E to Form S-8, the contents of this
Registration Statement on Form S-8 incorporates by reference the Registration
Statement on Form S-8 filed on December 12, 2000 (Registration No. 333-51708)
(the "Prior Registration Statement"). This Registration Statement covers 750,000
shares, which together with the 2,599,403 shares of Common Stock being carried
forward from the Prior Registration Statement constitute the maximum of
3,349,403 shares of Common Stock issuable under the Plan (each amount of shares
having been adjusted to reflect the three-for-two stock split effected in July
2003).
1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The contents of the Form S-8 Registration Statement previously filed
with the Securities and Exchange Commission (the "Commission") on December 12,
2000 (Registration No. 333-51708) by Comtech Telecommunications Corp., a
Delaware corporation (the "Registrant"), are incorporated herein by reference.
In addition, the following documents filed with the Commission by the Registrant
are incorporated herein by reference:
(1) the Registrant's Annual Report on Form 10-K for the fiscal
year ended July 31, 2003, filed with the Commission on September 23, 2003;
(2) the description of the Registrant's common stock, $.10 par
value (the "Common Stock") contained in the Registrant's Registration Statement
on Form 8-A dated November 22, 1974, as amended by the Registrant's Current
Report on Form 8-K dated December 11, 2000;
(3) all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents.
Any statement in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for the purposes
of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 8. EXHIBITS.
5 Opinion of Proskauer Rose LLP
23(a) Consent of KPMG LLP
23(b) Consent of Proskauer Rose LLP (included in their opinion filed
as Exhibit 5)
24 Power of Attorney (included on the Signature Pages to this
Registration Statement)
II-1
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing this Registration
Statement on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in Melville,
State of New York, on October 22, 2003.
COMTECH TELECOMMUNICATIONS CORP.
By /S/ FRED KORNBERG
------------------------------------------
Fred Kornberg
Chairman of the Board, Chief Executive Officer
and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
respective capacities and on the respective dates set forth opposite their
names. Each person whose signature appears below hereby authorizes Fred Kornberg
and Robert G. Rouse, and each of them, with full power of substitution, to
execute in the name and on behalf of such person any amendment or any
post-effective amendment to this Registration Statement and to file the same,
with exhibits thereto, and other documents in connection therewith, making such
changes in this Registration Statement as the Registrant deems appropriate, and
appoints Fred Kornberg and Robert G. Rouse, and each of them, with full power of
substitution, attorneys-in-fact to sign any amendment and any post-effective
amendment to this Registration Statement and to file the same, with exhibits
thereto, and other documents in connection therewith.
SIGNATURE CAPACITY DATE
/S/ FRED KORNBERG Chairman of the Board, Chief October 22, 2003
--------------------- Executive Officer and President
Fred Kornberg (Principal Executive Officer)
/S/ ROBERT G. ROUSE Senior Vice President and October 22, 2003
----------------------- Chief Financial Officer
Robert G. Rouse (Principal Financial and
Accounting
Officer)
/S/ GEORGE BUGLIARELLO Director October 22, 2003
--------------------------
George Bugliarello
/S/ RICHARD GOLDBERG Director October 22, 2003
------------------------
Richard L. Goldberg
/S/ EDWIN KANTOR Director October 22, 2003
---------------------
Edwin Kantor
/S/ IRA KAPLAN Director October 22, 2003
------------------
Ira Kaplan
/S/ GERARD R. NOCITA Director October 22, 2003
------------------------
Gerard R. Nocita
II-2
EXHIBIT 5
October 22, 2003
The Board of Directors
Comtech Telecommunications Corp.
105 Baylis Road
Melville, New York 11747
Gentlemen:
We are acting as counsel to Comtech Telecommunications Corp., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") filed by the Company under the
Securities Act of 1933 with respect to the offer and sale of an additional
750,000 shares (the "Shares") of Common Stock, par value $0.10, of the Company
(the "Common Stock") under the Comtech Telecommunications Corp. 2000 Stock
Incentive Plan, Amended and Restated (Effective as of October 15, 2002) (the
"Plan").
As such counsel, we have participated in the preparation of the
Registration Statement, and have reviewed the corporate proceedings in
connection with the adoption of the Plan and have also examined and relied upon
originals or copies, certified or otherwise authenticated to our satisfaction,
of all such corporate records, documents, agreements, and instruments relating
to the Company, and certificates of public officials and of representatives of
the Company, and have made such investigations of law, and have discussed with
representatives of the Company and such other persons such questions of fact, as
we have deemed proper and necessary as a basis for rendering this opinion.
Based upon, and subject to, the foregoing, we are of the opinion that
the Shares, to the extent consisting of shares of Common Stock that are
originally issued by the Company in connection with the Plan, are duly
authorized and, upon issuance in accordance with the terms of the Plan, will be
validly issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ PROSKAUER ROSE LLP
----------------------------
PROSKAUER ROSE LLP
i
[KPMG LOGO]
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors and Stockholders
Comtech Telecommunications Corp.
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Comtech Telecommunications Corp. of our report dated September 18,
2003, with respect to the consolidated balance sheets of Comtech
Telecommunications Corp. and subsidiaries as of July 31, 2003 and 2002 and the
related consolidated statements of operations, stockholders' equity and cash
flows for each of the years in the three-year period ended July 31, 2003 and the
related financial statement schedule, which report appears in the July 31, 2003
annual report on Form 10-K of Comtech Telecommunications Corp. and subsidiaries.
/s/ KPMG LLP
---------------
KPMG LLP
Melville, New York
October 22, 2003
ii