8-K

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

July 14, 2008 (July 11, 2008)	0-7928
Date of Report (Date of earliest event reported)	Commission File Number

(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))

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on May 10, 2008, Comtech Telecommunications Corp., a Delaware corporation (the “Company”), Radyne Corporation, a Delaware corporation (“Radyne”) and Comtech TA Corp., a Delaware corporation and a wholly-owned subsidiary of the Company (the “Purchaser”), entered into an Agreement and Plan of Merger (the “Merger Agreement”).

On July 11, 2008, the Company, Radyne and Purchaser amended the Merger Agreement (the "Amendment") to establish August 1, 2008 as the expiration date of the tender offer for Purchaser to purchase all issued and outstanding shares of Radyne, and to provide, among other things, that the Company will be required to purchase shares at the expiration date of the tender offer even if there has been a material adverse effect at Radyne in the period between July 11, 2008 and the expiration of the tender offer. All other terms and conditions of the tender offer remain the same, as set forth in the Offer to Purchase filed with the United States Securities and Exchange Commission on May 22, 2008. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is incorporated herein by reference to Exhibit 2.1 to this Current Report on Form 8-K

On July 14, 2008, the Company issued a press release announcing execution of the Amendment, a copy of which press release is filed as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by this reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit Number	Description
2.1	Amendment to Agreement and Plan of Merger, dated as of July 11, 2008, among the Company, Purchaser and Radyne
99.1	Press release issued by the Company, dated July 14, 2008

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: July 14, 2008
	By:	/s/ Michael D. Porcelain
		Name:	Michael D. Porcelain
		Title:	Senior Vice President and
			Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
2.1	Amendment to Agreement and Plan of Merger, dated as of July 11, 2008, among the Company, Purchaser and Radyne
99.1	Press release issued by the Company, dated July 14, 2008

EX-2.1

Exhibit 2.1

AMENDMENT TO AGREEMENT AND PLAN OF MERGER

THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) dated July 11, 2008, by and among COMTECH TELECOMMUNICATIONS CORP., a Delaware corporation (“Parent”), COMTECH TA CORP., a Delaware corporation and wholly-owned subsidiary of Parent (“Purchaser”), and RADYNE CORPORATION, a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meaning given them in the Agreement and Plan of Merger, dated May 10, 2008, among Parent, Purchaser and the Company (the “Merger Agreement”). Parent, Purchaser and the Company shall each be referred to herein as a “Party” and collectively as the “Parties.”

WHEREAS, pursuant to Section 9.04 of the Merger Agreement, the Merger Agreement may be amended by a written instrument signed by the parties to the Merger Agreement; and

WHEREAS, the Board of Directors of Parent, Purchaser and the Company view it to be advisable, desirable and in the best interests of Parent, Purchaser and the Company, respectively, to amend the Merger Agreement.

NOW, THEREFORE, in consideration of the foregoing, the agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.Extension of Expiration Date. The Offer shall be extended and remain open until 12:01 a.m., New York City time, on August 1, 2008 (the “Expiration Date”), unless Purchaser shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, the provisions of Section 2.01(b) of the Merger Agreement or as may be required by applicable Law, in which event the term "Expiration Date" shall mean the latest time and date as the Offer, as so extended, may expire.

2.Closing. Purchaser and Parent agree that the Tender Offer Conditions set forth in items (a), (d), (e), (f), (g) and (i) of Annex A to the Merger Agreement have been satisfied as of 5:00 p.m. New York City time on the date hereof. The Company shall furnish Parent concurrently with the execution of this Amendment, a certificate dated as of the date hereof, signed on its behalf by both its Chief Executive Officer and Chief Financial Officer to the effect that the conditions set forth in items (d) and (e) of Annex A to the Merger Agreement shall not have occurred and continue to exist. The certificate to be furnished by the Company to Parent pursuant to the preceding sentence shall be in the form attached hereto as Exhibit A. Notwithstanding the foregoing, Parent and Purchaser shall retain the right to terminate the Merger Agreement in the event that on the Expiration Date (x) the Minimum Condition shall not be satisfied or (y) the conditions set forth in items (b) or (c) of Annex A to the Merger Agreement shall have occurred and continue to exist. Subject to the foregoing, Purchaser and Parent further agree that the Merger shall be consummated within three business days following the Expiration Date.

3.No Further Amendment. Except to the extent expressly modified by this Amendment, all of the provisions of the Merger Agreement shall remain in full force and effect, without modification or amendment and are ratified in all respects, including the provisions of Section 7.07 of the Merger Agreement, which apply expressly to this Amendment and all actions taken in respect hereof. This Amendment is limited by its terms and does not and shall not serve to amend or waive any provision of the Merger Agreement except as expressly provided for in this Amendment.

4.Governing Law; General Provisions. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware (without giving effect to choice of law principles thereof) and shall be interpreted and enforced in accordance with the terms of the Merger Agreement.

5.Counterparts, Facsimile Execution. This Amendment may be executed in two or more counterparts (which may be by facsimile or other electronic signature), each of which shall be deemed an original and all of which together shall be considered one and the same instrument.

[Signature Page to Follow]

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.

COMTECH TELECOMMUNICATIONS CORP.
By:	/s/ Fred Kornberg
	Name: Fred Kornberg
	Title: President and Chief Executive Officer
COMTECH TA CORP.
By:	/s/ Fred Kornberg
	Name: Fred Kornberg
	Title: Chief Executive Officer
RADYNE CORPORATION
By:	/s/ Carl Myron Wagner
	Name: Carl Myron Wagner
	Title: Chief Executive Officer

Exhibit A

OFFICER'S CERTIFICATE

This Officer’s Certificate is being furnished to Comtech Telecommunications Corp., a Delaware corporation, pursuant to the Agreement and Plan of Merger, dated as of May 10, 2008, as amended (the “Merger Agreement”), by and among Comtech Telecommunications Corp., Comtech TA Corp., a Delaware corporation, and Radyne Corporation, a Delaware corporation (the “Company”). Capitalized terms used, but not defined, herein shall have the respective meanings given to them in the Merger Agreement.

The undersigned, Myron Wagner, in his capacity as Chief Executive Officer of the Company, and Malcolm C. Persen, in his capacity as the Chief Financial Officer of the Company, and not in their individual capacities, do hereby certify as follows:

The conditions set forth in items (d) and (e) of the Tender Offer Conditions have not occurred and do not continue to exist.

IN WITNESS WHEREOF, the undersigned have executed and delivered this Officer’s Certificate this 11 day of July, 2008.

By:	/s/ Carl Myron Wagner
	Name: Carl Myron Wagner
	Title: Chief Executive Officer
By:	/s/ Malcolm C. Persen
	Name: Malcolm C. Persen
	Title: Chief Financial Officer

EX-99.1

Exhibit 99.1

Comtech Extends Tender Offer for Radyne Corporation;
Expects to Close Tender Offer and Merger on August 1, 2008

Melville, NY – July 14, 2008: Comtech Telecommunications Corp. (“Comtech”) (NASDAQ:CMTL) announced today that Comtech TA Corp., a wholly-owned subsidiary of Comtech, has extended the expiration for its tender offer to purchase all issued and outstanding shares of common stock, par value $.001 per share (“Shares”), of Radyne Corporation (“Radyne”) (NASDAQ: RADN), at a price of $11.50 per Share, to 12:01 a.m., New York City time, on Friday, August 1, 2008. Based on a preliminary count by the depositary for the tender offer, as of the close of business on July 11, 2008, a total of 11,544,691 Shares, which represent approximately 61% of the Shares subject to the tender offer, have been tendered and not withdrawn pursuant to the tender offer.

Mr. Fred Kornberg, President and Chief Executive Officer of Comtech stated, “We are excited to be nearing the completion of this exciting acquisition of Radyne, and we are working hand in hand with Radyne to complete the transaction by August 1, 2008.”

Comtech announced on June 30, 2008 that it has been granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

An amendment to the merger agreement provides, among other things, that Comtech will be required to purchase shares at the expiration date of the tender offer even if there has been a material adverse effect at Radyne in the period between July 11, 2008 and the expiration of the tender offer. A copy of the amendment to the merger agreement is being filed today as an exhibit to Comtech’s Schedule TO filed with the Securities and Exchange Commission.

About Comtech Telecommunications Corp.

Comtech Telecommunications Corp. designs, develops, produces and markets innovative products, systems and services for advanced communications solutions. Comtech believes many of its solutions play a vital role in providing or enhancing communication capabilities when terrestrial communications infrastructure is unavailable or ineffective. Comtech conducts business through three complementary segments: telecommunications transmission, mobile data communications and RF microwave amplifiers. Comtech sells products to a diverse customer base in the global commercial and government communications markets. Comtech believes it is a leader in the market segments that it serves.

Additional Information about the Transaction and Where to Find It

The description contained herein is neither an offer to purchase nor a solicitation of an offer to sell shares of Radyne. Comtech has filed a tender offer statement with the U.S. Securities and Exchange Commission (the "SEC"). Investors and Radyne security holders are strongly advised to read the tender offer statement (including an offer to purchase, letter of transmittal and related tender offer documents) and the related solicitation/recommendation statement filed by Radyne with the SEC, because they contain important information. These documents are available at no charge on the SEC's website at www.sec.gov. In addition, a copy of the offer to purchase, letter of transmittal and certain other related tender offer documents may be obtained free of charge by directing a written request to: Comtech Telecommunications Corp., 68 South Service Road, Suite 230, Melville, New York 11747, Attention: Investor Relations.

Cautionary Statement Regarding Forward-Looking Statements

Certain information in this press release may contain forward-looking statements, including but not limited to, information relating to Comtech's future performance and financial condition, plans and objectives of Comtech's management and Comtech's assumptions regarding such future performance, financial condition, plans and objectives that involve certain significant known and unknown risks and uncertainties and other factors not under Comtech's control which may cause actual results, future performance and financial condition, and achievement of plans and objectives of Comtech's management to be materially different from the results, performance or other expectations implied by these forward-looking statements. These factors include: the risk that the tender offer or merger may not be consummated for reasons including that the conditions precedent to the completion of those transactions may not be satisfied, timing of receipt of, and Comtech's performance on, new orders that can cause significant fluctuations in net sales and operating results, the timing and funding of government contracts, adjustments to gross profits on long-term contracts, risks associated with international sales, rapid technological change, evolving industry standards, frequent new product announcements and enhancements, changing customer demands, changes in prevailing economic and political conditions, risks associated with the subpoena from the U.S. Immigration and Customs Enforcement branch of the Department of Homeland Security, and other factors described in Comtech's filings with the SEC.

Media Contacts:

Michael Porcelain, Senior Vice President and Chief Financial Officer

Jerome Kapelus, Senior Vice President, Strategy and Business Development

(631) 962-7000

Info@comtechtel.com

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