content: ================================================================================
  
  
                                    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 21, 2004
  
  
  
                          COMTECH TELECOMMUNICATIONS CORP.
               (Exact name of Registrant as specified in its charter)
  
  
  
            DELAWARE                       0-7928                 11-2139466
  ----------------------------          ------------        ----------------------
  (State or other jurisdiction          (Commission             (IRS Employer
        of incorporation)               File 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)
  
  
  
  
  
  ================================================================================
  
  <PAGE>
  
  
  ITEM 5.     OTHER EVENTS.
  
        On January 21, 2004, Comtech Telecommunications Corp. issued a press
  release announcing the pricing of its offering of $90 million aggregate original
  principal amount of 2.0% 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
        --------------                            -----------
  
             99.1            Press Release of the Company, dated January 21, 2004.
  
  
  
  
  
                                         2
  
  <PAGE>
  
  
                                     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 22, 2004
  
                                          By:  /s/  Robert G. Rouse
                                          ----------------------------------------
                                          Name:  Robert G. Rouse
                                          Title: Senior Vice President
                                                   and Chief Financial Officer
  
  
  
  
                                         3
  
  <PAGE>
  
                                                                     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. PRICES $90 MILLION
                         CONVERTIBLE SENIOR NOTES OFFERING
  
  MELVILLE, N.Y. - January 21, 2004 - Comtech Telecommunications Corp. (Nasdaq:
  CMTL) announced today the pricing of its offering of $90 million aggregate
  original principal amount of 2.0% 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. The sale of the notes is expected to close
  on January 27, 2004. Comtech also granted the initial purchaser of the notes a
  13-day option to purchase up to an additional $15 million aggregate original
  principal amount of the notes.
  
  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 any 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
  
  
  
  <PAGE>
  
  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
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "e256208.txt", "secsgml_size_bytes": 7082}]
metadata_filer: {"company-data": {"conformed-name": "COMTECH TELECOMMUNICATIONS CORP /DE/", "cik": "0000023197", "assigned-sic": "3663", "irs-number": "112139466", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-07928", "film-number": "04539349"}, "business-address": {"street1": "105 BAYLIS RD", "city": "MELVILLE", "state": "NY", "zip": "11747", "phone": "6317778900"}, "mail-address": {"street1": "105 BAYLIS ROAD", "city": "MELVILLE", "state": "NY", "zip": "11747"}, "former-company": [{"former-conformed-name": "COMTECH INC", "date-changed": "19870503"}, {"former-conformed-name": "COMTECH TELECOMMUNICATIONS CORP", "date-changed": "19831215"}, {"former-conformed-name": "COMTECH LABORATORIES INC", "date-changed": "19780425"}]}
text: ================================================================================
  
                                    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 21, 2004
  
                          COMTECH TELECOMMUNICATIONS CORP.
               (Exact name of Registrant as specified in its charter)
  
            DELAWARE                       0-7928                 11-2139466
  ----------------------------          ------------        ----------------------
  (State or other jurisdiction          (Commission             (IRS Employer
        of incorporation)               File 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.
  
        On January 21, 2004, Comtech Telecommunications Corp. issued a press
  release announcing the pricing of its offering of $90 million aggregate original
  principal amount of 2.0% 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
        --------------                            -----------
  
             99.1            Press Release of the Company, dated January 21, 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 22, 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. PRICES $90 MILLION
                         CONVERTIBLE SENIOR NOTES OFFERING
  
  MELVILLE, N.Y. - January 21, 2004 - Comtech Telecommunications Corp. (Nasdaq:
  CMTL) announced today the pricing of its offering of $90 million aggregate
  original principal amount of 2.0% 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. The sale of the notes is expected to close
  on January 27, 2004. Comtech also granted the initial purchaser of the notes a
  13-day option to purchase up to an additional $15 million aggregate original
  principal amount of the notes.
  
  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 any 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