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 27, 2004
  
  
                          COMTECH TELECOMMUNICATIONS CORP.
               (Exact name of Registrant as specified in its charter)
  
           Delaware                      0-7928                  11-2139466
  ----------------------------    ----------------------    ---------------------
  (State or other jurisdiction   (Commission File Number)      (IRS Employer
      of incorporation)                                     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 and Required FD Disclosure.
  
       On  January  27,  2004,  Comtech  Telecommunications  Corp.  issued a press
  release  announcing  that it completed  its  offering of $105 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 27, 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 27, 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 COMPLETION OF
                   $105 MILLION CONVERTIBLE SENIOR NOTES OFFERING
  
  
  MELVILLE,  N.Y. - January 27, 2004 - Comtech  Telecommunications  Corp. (Nasdaq:
  CMTL) announced  today that it completed its offering of $105 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 $105  million  amount  includes  the
  exercise by the initial  purchaser of its option to purchase an  additional  $15
  million aggregate original principal amount of 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.
  
  Comtech has agreed to file a registration  statement for the resale of the notes
  and the shares of common stock  issuable upon  conversion of the notes within 90
  days after the closing of the offering.
  
  This press release does not constitute an offer to sell or the  solicitation  of
  an offer to buy  securities.  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.
  
  
  <PAGE>
  
  
  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
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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": "04548294"}, "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 27, 2004
  
                          COMTECH TELECOMMUNICATIONS CORP.
               (Exact name of Registrant as specified in its charter)
  
           Delaware                      0-7928                  11-2139466
  ----------------------------    ----------------------    ---------------------
  (State or other jurisdiction   (Commission File Number)      (IRS Employer
      of incorporation)                                     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 and Required FD Disclosure.
  
       On  January  27,  2004,  Comtech  Telecommunications  Corp.  issued a press
  release  announcing  that it completed  its  offering of $105 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 27, 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 27, 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 COMPLETION OF
                   $105 MILLION CONVERTIBLE SENIOR NOTES OFFERING
  
  MELVILLE,  N.Y. - January 27, 2004 - Comtech  Telecommunications  Corp. (Nasdaq:
  CMTL) announced  today that it completed its offering of $105 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 $105  million  amount  includes  the
  exercise by the initial  purchaser of its option to purchase an  additional  $15
  million aggregate original principal amount of 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.
  
  Comtech has agreed to file a registration  statement for the resale of the notes
  and the shares of common stock  issuable upon  conversion of the notes within 90
  days after the closing of the offering.
  
  This press release does not constitute an offer to sell or the  solicitation  of
  an offer to buy  securities.  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