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 20, 2004
  
  
                          COMTECH TELECOMMUNICATIONS CORP.
               (Exact name of Registrant as specified in its charter)
  
            DELAWARE                   0-7928                      11-2139466
  -----------------------------    -----------------       -----------------------
  (State or other jurisdiction     (Commission File             (IRS Employer
       of incorporation)               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  20,  2004,  Comtech  Telecommunications  Corp.  issued a press
  release  announcing  its  intention  to  offer,  subject  to  market  and  other
  conditions,  $75 million aggregate  original principal amount of its 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 20, 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 20, 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. ANNOUNCES
               PROPOSED $75 MILLION CONVERTIBLE SENIOR NOTES OFFERING
  
  Melville, N.Y. - January 20, 2004 - Comtech  Telecommunications Corp. (Nasdaq:
  CMTL)  announced  today that it  intends  to offer,  subject to market and other
  conditions,  $75 million aggregate  original principal amount of its 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.  Comtech
  intends to grant the initial  purchaser of the notes an option to purchase up to
  an additional $11.25 million aggregate  original  principal amount of the notes.
  The notes will be convertible into shares of Comtech's common stock.
  
  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  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.
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "e256199.txt", "secsgml_size_bytes": 6379}]
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": "04534136"}, "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 20, 2004
  
                          COMTECH TELECOMMUNICATIONS CORP.
               (Exact name of Registrant as specified in its charter)
  
            DELAWARE                   0-7928                      11-2139466
  -----------------------------    -----------------       -----------------------
  (State or other jurisdiction     (Commission File             (IRS Employer
       of incorporation)               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  20,  2004,  Comtech  Telecommunications  Corp.  issued a press
  release  announcing  its  intention  to  offer,  subject  to  market  and  other
  conditions,  $75 million aggregate  original principal amount of its 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 20, 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 20, 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. ANNOUNCES
               PROPOSED $75 MILLION CONVERTIBLE SENIOR NOTES OFFERING
  
  Melville, N.Y. - January 20, 2004 - Comtech  Telecommunications Corp. (Nasdaq:
  CMTL)  announced  today that it  intends  to offer,  subject to market and other
  conditions,  $75 million aggregate  original principal amount of its 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.  Comtech
  intends to grant the initial  purchaser of the notes an option to purchase up to
  an additional $11.25 million aggregate  original  principal amount of the notes.
  The notes will be convertible into shares of Comtech's common stock.
  
  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  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.