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
August 3, 2020
(July 29, 2020)
 
0-7928
Date of Report
(Date of earliest event reported)
 
Commission File Number
FORM8KA24.JPG
(Exact name of registrant as specified in its charter)
Delaware
 
11-2139466
(State or other jurisdiction of
incorporation or organization)

 
(I.R.S. Employer Identification Number)
 
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of exchange on which registered
Common Stock, par value $0.10 per share
CMTL
NASDAQ Stock Market LLC
Series A Junior Participating Cumulative Preferred Stock, par value $0.10 per share

 
 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company     BLANKBOXA34.JPG

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. BLANKBOXA34.JPG
 




Item 8.01     Other Events.
On August 3, 2020, Comtech Telecommunications Corp. (the “Company”) issued a press release that reported on progress toward obtaining regulatory approval with respect to its pending acquisition of UHP Networks Inc. (“UHP”).
A copy of the Company’s press release relating to this announcement is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number
Description







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.
COMTECH TELECOMMUNICATIONS CORP.
Dated:    August 3, 2020
By:
    /s/ Michael D. Porcelain    
Name:    Michael D. Porcelain
Title:    President and Chief Operating Officer






Exhibit 99.1

COMTECH TELECOMMUNICATIONS CORP.
REPORTS ACQUISITION PLAN REGULATORY APPROVAL PROGRESS

Melville, N.Y. - August 3, 2020 - Comtech Telecommunications Corp. (“Comtech”) (Nasdaq: CMTL) reported that its pending acquisition of UHP Networks Inc. (“UHP”) continues to progress through the regulatory approval process.

As previously announced, Comtech has entered into an agreement to acquire UHP, a provider of innovative and disruptive satellite ground station technology, for an aggregate purchase price of $38.0 million, of which $5.0 million will be paid in cash, and the remainder in shares of Comtech common stock, cash or a combination of both, as Comtech may elect at the time of closing. The transaction is subject to customary closing conditions, including regulatory approval to allow Comtech to purchase UHP's sister company which is headquartered in Moscow.

Today, Comtech announces that on July 29, 2020, the Federal Antimonopoly Service (“FAS”) of the Russian Federation advised Comtech that its application for regulatory approval has been referred to the Commission for Supervising Foreign Investments in the Russian Federation (the “Commission”) for review under Russia’s Foreign Investment Law. As such, Comtech plans to submit its application for regulatory approval to the Commission as soon as possible.
About Comtech
Comtech Telecommunications Corp. designs, develops, produces and markets innovative products, systems and services for advanced communications solutions. The Company sells products to a diverse customer base in the global commercial and government communications markets.
Cautionary Statement Regarding Forward-Looking Statements
Certain information in 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.

PCMTL
###

Media Contact:                                
Michael D. Porcelain, President and Chief Operating Officer
631-962-7000    
info@comtechtel.com