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
  
  
               JULY 17, 2003                                  0-7928
   -------------------------------------           -----------------------------
               Date of Report                         Commission File Number
     (Date of earliest event reported)
  
  
                          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
       incorporation or organization)                        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)
  
  
  
  ===============================================================================
  
  
  <PAGE>
  
  
  
  ITEM 5.     OTHER EVENTS.
  
       On July 17, 2003, Comtech Telecommunications Corp. issued a press release
  announcing the completion of a sale, subject to customary closing matters, of
  2,100,000 shares of its common stock in a private placement for an aggregate
  price of approximately $40.6 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 July 17, 2003.
  
  
  
  <PAGE>
  
  
  
                                     SIGNATURES
  
       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 17, 2003
  
  
                                      By: /S/ ROBERT G. ROUSE
                                         -------------------------------------
                                         Name: Robert G. Rouse
                                         Title: Senior Vice President
                                                and Chief Financial Officer
  
  
  <PAGE>
  
  
  
                                                                    EXHIBIT 99.1
  
                                Contact:    Fred Kornberg
                                            President and CEO
                                            or
                                            Robert G. Rouse
                                            Senior Vice President and CFO
                                            Comtech Telecommunications Corp.
                                            (631) 777-8900
  
                          COMTECH TELECOMMUNICATIONS CORP.
  
                               ANNOUNCES COMPLETION OF
  
                          PRIVATE PLACEMENT OF COMMON STOCK
  
             MELVILLE, NEW YORK - JULY 17, 2003 - Comtech Telecommunications
             Corp. (Nasdaq: CMTL) reported that it has completed a sale
             subject to customary closing matters, in a private placement, of
             2,100,000 shares of its common stock for an aggregate price of
             approximately $40.6 million (or $19.33 per share). The number of
             shares and the per share price reflect the Company's 3-for-2
             stock split which was effective after the markets closed on
             July 14, 2003.
  
             The Company intends to use the net proceeds of the sale of
             shares to prepay long-term debt and for other corporate purposes
             and has agreed to register for resale the shares sold in the
             private placement.
  
             The securities offered and sold in the private placement have
             not been registered under the Securities Act of 1933 and may not
             be offered or sold in the United States absent registration or
             an applicable exemption from registration requirements. This
             press release shall not constitute an offer to sell or the
             solicitation of an offer to sell or the solicitation of an offer
             to buy the securities. This press release is being issued
             pursuant to and in accordance with Rule 135c under the
             Securities Act of 1933, as amended.
  
             THIS PRESS RELEASE CONTAINS STATEMENTS THAT ARE FORWARD-LOOKING
             IN NATURE AND INVOLVE CERTAIN SIGNIFICANT KNOWN AND UNKNOWN
             RISKS, UNCERTAINTIES, POTENTIAL DELAYS AND OTHER FACTORS. AS A
             RESULT, ACTUAL EVENTS COULD DIFFER MATERIALLY FROM SUCH
             FORWARD-LOOKING STATEMENTS. ANY FORWARD-LOOKING STATEMENT IN
             THIS NEWS RELEASE IS QUALIFIED IN ITS ENTIRETY BY SUCH RISKS AND
             UNCERTAINTIES.
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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": "03792890"}, "business-address": {"street1": "105 BAYLIS RD", "city": "MELVILLE", "state": "NY", "zip": "11747", "phone": "5167778900"}, "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
  
               JULY 17, 2003                                  0-7928
   -------------------------------------           -----------------------------
               Date of Report                         Commission File Number
     (Date of earliest event reported)
  
                          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
       incorporation or organization)                        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)
  
  ===============================================================================
  ITEM 5.     OTHER EVENTS.
  
       On July 17, 2003, Comtech Telecommunications Corp. issued a press release
  announcing the completion of a sale, subject to customary closing matters, of
  2,100,000 shares of its common stock in a private placement for an aggregate
  price of approximately $40.6 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 July 17, 2003.
  SIGNATURES
  
       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 17, 2003
  
                                      By: /S/ ROBERT G. ROUSE
                                         -------------------------------------
                                         Name: Robert G. Rouse
                                         Title: Senior Vice President
                                                and Chief Financial Officer
  EXHIBIT 99.1
  
                                Contact:    Fred Kornberg
                                            President and CEO
                                            or
                                            Robert G. Rouse
                                            Senior Vice President and CFO
                                            Comtech Telecommunications Corp.
                                            (631) 777-8900
  
                          COMTECH TELECOMMUNICATIONS CORP.
  
                               ANNOUNCES COMPLETION OF
  
                          PRIVATE PLACEMENT OF COMMON STOCK
  
             MELVILLE, NEW YORK - JULY 17, 2003 - Comtech Telecommunications
             Corp. (Nasdaq: CMTL) reported that it has completed a sale
             subject to customary closing matters, in a private placement, of
             2,100,000 shares of its common stock for an aggregate price of
             approximately $40.6 million (or $19.33 per share). The number of
             shares and the per share price reflect the Company's 3-for-2
             stock split which was effective after the markets closed on
             July 14, 2003.
  
             The Company intends to use the net proceeds of the sale of
             shares to prepay long-term debt and for other corporate purposes
             and has agreed to register for resale the shares sold in the
             private placement.
  
             The securities offered and sold in the private placement have
             not been registered under the Securities Act of 1933 and may not
             be offered or sold in the United States absent registration or
             an applicable exemption from registration requirements. This
             press release shall not constitute an offer to sell or the
             solicitation of an offer to sell or the solicitation of an offer
             to buy the securities. This press release is being issued
             pursuant to and in accordance with Rule 135c under the
             Securities Act of 1933, as amended.
  
             THIS PRESS RELEASE CONTAINS STATEMENTS THAT ARE FORWARD-LOOKING
             IN NATURE AND INVOLVE CERTAIN SIGNIFICANT KNOWN AND UNKNOWN
             RISKS, UNCERTAINTIES, POTENTIAL DELAYS AND OTHER FACTORS. AS A
             RESULT, ACTUAL EVENTS COULD DIFFER MATERIALLY FROM SUCH
             FORWARD-LOOKING STATEMENTS. ANY FORWARD-LOOKING STATEMENT IN
             THIS NEWS RELEASE IS QUALIFIED IN ITS ENTIRETY BY SUCH RISKS AND
             UNCERTAINTIES.