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
  
  
  
             December 11, 2000                             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                   (I.R.S. Employer
     of incorporation or organization)              Identification Number)
  
  
  
                         105 Baylis Road, Melville, NY 11747
            ------------------------------------------------------------
                 (Address of Principal Executive Offices) (Zip Code)
  
  
                                    (631)777-8900
            ------------------------------------------------------------
                (Registrant's telephone number, including area code)
  
  
  <PAGE>
  
  
  ITEM 5. OTHER EVENTS.
  
       Comtech Telecommunications Corp. (the "Company") is filing this report on
  Form 8-K for the purpose of amending and restating the description of the
  Company's common stock, par value $0.10, contained in the Company's Registration
  Statement dated November 22, 1974 to read in its entirety as follows. The terms
  "our" and "we", when used in the following description, refer to the Company.
  
  Overview
  
       Our authorized capital stock consists of 30,000,000 shares of common stock,
  par value $0.10, and 2,000,000 shares of preferred stock, par value $.10. Each
  holder of our common stock is entitled to one vote per share on all matters
  submitted to a vote of stockholders, including the election of directors. The
  common stock does not have cumulative voting rights, which means that (subject
  to the rights of the holders of preferred stock, if any) the holders of a
  majority of the shares voting for election of directors can elect all members of
  our Board of Directors. Subject to the preferential rights of the holders of
  shares of preferred stock, if any, the holders of common stock are entitled to
  share ratably in such dividends, if any, as may be declared and paid by our
  Board of Directors out of funds legally available therefor. Upon our liquidation
  or dissolution, the holders of our common stock will be entitled to share
  ratably in the assets legally available for distribution to shareholders after
  payment of liabilities and subject to the prior rights of any holders of
  preferred stock then outstanding. Holders of our common stock have no
  conversion, sinking fund, redemption, preemptive or subscription rights. The
  shares of common stock presently issued and outstanding are, and the common
  stock to be issued in connection with the offering, when issued and paid for,
  will be, fully paid and nonassessable. The rights, preferences, and privileges
  of holders of common stock are subject to the rights of the holders of shares of
  any series of preferred stock that we may issue in the future.
  
       Our Board of Directors is authorized, subject to any limitations prescribed
  by law, from time to time to issue up to an aggregate of 2,000,000 shares of
  preferred stock in one or more classes or series, each of such class or series
  to have such preferences, voting powers, qualifications and special or relative
  rights or privileges as shall be determined by the Board of Directors in a
  resolution or resolutions providing for the issue of such class or series of
  preferred stock. Thus, any class or series may, if so determined by our Board of
  Directors, have full voting rights with our common stock or superior or limited
  voting rights, to be convertible into common stock or any other security that we
  may be authorized to issue, and have such other preferences, relative rights and
  limitations as our Board of Directors shall determine. As a result, any class or
  series of our preferred stock could have rights which would adversely affect the
  voting power of the common stock or which could delay, defer or prevent a change
  in control of Comtech. The shares of any class or series of preferred stock need
  not be identical. Currently, 200,000 shares of preferred stock have been
  designated Series A junior participating preferred stock pursuant to our rights
  plan described below.
  
  
  
                                          2
  
  <PAGE>
  
  
  
  Rights Plan
  
       On December 15, 1998, we entered into a Rights Agreement with American
  Stock Transfer and Trust Company, as Rights Agent. Under the Rights Agreement,
  our Board of Directors declared a dividend distribution of one Series A junior
  participating preferred stock purchase right for each outstanding share of
  common stock. The Board also authorized and directed the issuance of one Right
  with respect to each share of common stock issued thereafter. The Rights have
  certain anti-takeover effects.
  
       The Rights are attached to all certificates representing outstanding shares
  of common stock, and no separate Right Certificates will be distributed. The
  Rights will separate from the shares of common stock upon the earliest to occur
  of (1) a person or entity or group of affiliated or associated persons having
  acquired beneficial ownership of 15% or more of the outstanding shares of our
  common stock (except pursuant to a Permitted Offer, as hereinafter defined); or
  (2) 10 business days (or such later date as our Board of Directors may
  determine) following the commencement of, or announcement of an intention to
  make, a tender offer or exchange offer the consummation of which would result in
  a Person or Group becoming an Acquiring Person (as hereinafter defined) (the
  earliest of such dates being called the "Distribution Date"). A Person or Group
  whose acquisition of shares of our common stock causes a Distribution Date
  pursuant to clause (1) above is an "Acquiring Person." The date that a Person or
  Group becomes an Acquiring Person is the "Shares Acquisition Date."
  
       A Person who acquires shares of common stock pursuant to a tender or
  exchange offer which is for all outstanding shares of common stock at a price
  and on terms which our Board of Directors determines (prior to our acquisition)
  to be adequate and in the best interests of us and our stockholders (other than
  such Person, its affiliates and associates) (a "Permitted Offer") will not be
  deemed to be an Acquiring Person and such Person's ownership will not constitute
  a Distribution Date.
  
       The Rights are not exercisable until the Distribution Date, and will expire
  at the close of business on December 15, 2008, unless earlier redeemed by us.
  
       In the event that any person becomes an Acquiring Person, each holder of
  Rights (other than Rights that have become null and void as described below)
  will thereafter have the right (the "Flip-In Right") to receive, upon exercise
  of each Right, the number of shares of common stock (or, in certain
  circumstances, other securities of the Company) having a value (immediately
  prior to such triggering event) equal to two times the product of (i) that
  number of one-hundredths of a share of Series A preferred stock for which such
  right is then exercisable and (ii) the exercise price of such Right. Currently,
  the exercise price of each Right is $60, and each Right is exercisable for 0.667
  one-hundredths of a share of Series A preferred stock. For example, if a Person
  became an Acquiring Person at a time when the current per share market price of
  our common stock is $15, each holder of a Right (other than a Right which has
  become null and void
  
  
                                          3
  
  <PAGE>
  
  
  
  as described herein) would have the right to receive 5.33 shares of common stock
  upon exercise of the Right and payment of $40.
  
       Our Board of Directors, at its option, may exchange each Right (other than
  those that have become null and void as described below) for one share of common
  stock in lieu of the Flip-In Right, provided no Person is the beneficial owner
  of 50% or more of the shares of common stock at the time of such exchange.
  Notwithstanding the foregoing, following the occurrence of the event described
  above, all Rights that are or (under certain circumstances specified in the
  Rights Agreement) were beneficially owned by any Acquiring Person or any
  affiliate or associate thereof or certain transferees thereof will be null and
  void.
  
       In the event that, at any time following the Shares Acquisition Date, (1)
  we are acquired in a merger or other business combination transaction in which
  the holders of all of the outstanding shares of common stock immediately prior
  to the consummation of the transaction are not the holders of all of the
  surviving corporation's voting power, or (2) more than 50% of our assets or
  earning power is sold or transferred, then each holder of Rights (except Rights
  which previously have been voided as set forth above) shall thereafter have the
  right (the "Flip-Over Right") to receive, upon exercise of such Rights, shares
  of common stock of the acquiring company (or in certain circumstances, its
  parent) having a value equal to two times the aggregate exercise price of the
  Rights. The Flip-Over Right shall not apply to any transaction described in
  clause (1) if such transaction is with a Person or Persons (or a wholly owned
  subsidiary of any such Person or Persons) that acquired shares of common stock
  pursuant to a Permitted Offer and the price and form of consideration offered in
  such transaction is the same as that paid to all holders of common stock whose
  shares were purchased pursuant to the Permitted Offer. The holder of a Right
  will continue to have the Flip-Over Right whether or not such holder exercises
  or surrenders the Flip-In Right.
  
       At any time prior to the earlier to occur of (1) a person becoming an
  Acquiring Person or (2) the expiration of the Rights, we may redeem the Rights
  in whole, but not in part, at a price of $.01 per Right (the "Redemption
  Price"), which redemption shall be effective at such time, on such basis and
  with such conditions as the Board of Directors may establish in its sole
  discretion. We may, at our option, pay the Redemption Price in common stock.
  
       All of the provisions of the Rights Agreement may be amended by the Board
  of Directors prior to the Distribution Date. After the Distribution Date, the
  provisions of the Rights Agreement may be amended by the Board in order to cure
  any ambiguity, defect or inconsistency, to make changes which do not adversely
  affect the interests of holders of Rights (excluding the interests of any
  Acquiring Person), or, subject to certain limitations, to shorten or lengthen
  any time period under the Rights Agreement.
  
  
  
                                          4
  
  <PAGE>
  
  
  
  Our Board of Directors
  
       Our Board of Directors is divided into three classes, with each class
  holding office for staggered three-year terms. The classification of directors
  may have the effect of making it more difficult for our stockholders to change
  the composition of the Board of Directors in a relatively short period of time.
  In addition, the classified board provision could have the effect of
  discouraging a third party from attempting to gain control of us, even though
  such an attempt might be beneficial to us and our stockholders. Accordingly, the
  classified board provision, if effective, could delay, defer or prevent a change
  in control of our company.
  
  Fair Price Provision
  
       Our certificate of incorporation contains a Fair Price Provision (the "Fair
  Price Provision") which requires that mergers, certain other business
  combinations and similar transactions ("Business Combinations") involving us and
  the beneficial owner of more than 10% of our voting shares (an "Interested
  Stockholder") be approved by the vote of 80% or more of the outstanding voting
  shares (including a vote of at least 66-2/3% of the shares not held by the
  Interested Stockholder) unless the transaction is either approved by at least a
  two-thirds majority of the members of our Board of Directors who are
  unaffiliated with the Interested Stockholder and were directors before the
  Interested Stockholder became such ("Disinterested Directors"), or unless
  certain minimum price, form of consideration and procedural requirements are
  met. The Fair Price Provision does not, however, preclude our Board of Directors
  in exercising its business judgment from either opposing or approving a takeover
  proposal, whether or not such a proposal satisfies the minimum price, form of
  consideration and procedural requirements. In addition, the Fair Price Provision
  renders more difficult the consummation of a Business Combination by a person
  acquiring a substantial interest in our stock, regardless of whether any such
  transaction was desired by the holders of a majority (but less than 80%) of the
  outstanding shares. Another effect of the Fair Price Provision is to vest in one
  stockholder, or a group of stockholders controlling 20% or more of our voting
  stock, a veto power or its practical equivalent over certain transactions,
  unless the transactions were approved by the Disinterested Directors or the
  minimum price and other provisions were met, even though holder of a majority of
  our common stock may believe such transactions to be desirable and beneficial.
  
  Certain Provisions of Delaware Law
  
       We are subject to the provisions of Section 203 of the Delaware General
  Corporation Law ("GCL"), an anti-takeover law. In general, this statute
  prohibits a publicly-held Delaware corporation from engaging in a "business
  combination" with an "interested stockholder" for a period of three years after
  the date of the transaction in which the person became an interested
  stockholder, unless the business combination is approved in a prescribed manner.
  A "business combination" includes mergers, asset sales and other transactions
  resulting in a financial benefit to the interested stockholder. Subject to
  certain exceptions, for purposes of Section 203 of the
  
  
                                          5
  
  <PAGE>
  
  
  
  GCL, an "interested stockholder" is a person who, together with affiliates,
  owns, or within three years did own, 15% or more of the corporation's voting
  stock.
  
  Liability of Directors and Officers
  
       As permitted under Delaware law, our Certificate of Incorporation contains
  a provision that eliminates the personal liability of the directors to us and
  our stockholders for monetary damages for breaches of fiduciary duties as
  directors, except that such provision does not apply to any breach that involves
  
       o    a breach of a director's duty of loyalty to our company, o any act or
            omission not in good faith or which involves intentional misconduct or
            a knowing violation of law,
  
       o    a transaction from which the director derives an improper personal
            benefit, or
  
       o    the payment of dividends or the approval of stock repurchases or
            redemptions that are unlawful under the GCL.
  
       Our By-laws provide that we shall indemnify (a) any person who was or is a
  party or is threatened to be made a party to any threatened, pending or
  completed action, suit or proceeding, whether civil, criminal, administrative or
  investigative (other than an action by or in the right of our company) by reason
  of the fact that he is or was one or our directors, officers or employees, or is
  or was serving at our request as a director, officer or employee of another
  corporation, partnership, joint venture, trust or other enterprise, against
  expenses (including attorneys' fees), judgments, fines and amounts paid in
  settlement, actually and reasonably incurred by him in connection with such
  action, suit or proceeding, if he acted in good faith and in a manner he
  reasonably believed to be in or not opposed to our best interests, and, with
  respect to any criminal action or proceeding, had no reasonable cause to believe
  his conduct was unlawful, and (b) any person who was or is a party or is
  threatened to be made a party to any threatened, pending or completed action or
  suit by us or in our name to procure a judgment in its favor by reason of the
  fact that he is or was one or our directors, officers or employees, or is or was
  serving at our request as a director, officer or employee of another
  corporation, partnership, joint venture, trust or other enterprise, against
  expenses (including attorneys' fees) actually and reasonably incurred by him in
  connection with the defense or settlement of such action or suit if he acted in
  good faith and in a manner he reasonably believed to be in or not opposed to our
  best interests and except that no indemnification shall be made in respect of
  any claim, issue or matter as to which such person shall have been adjudged to
  be liable for negligence or misconduct in the performance of his duty to us
  unless and only to the extent that the Court of Chancery of Delaware or the
  court in which such action or suit was brought shall determine upon application
  that, despite the adjudication of liability but in view of all the circumstances
  of the case, such person is fairly and reasonably entitled to indemnity for such
  expenses which the Court of Chancery or such other court shall deem proper.
  
  
                                          6
  <PAGE>
  
  
  
       Insofar as indemnification for liabilities arising under the Securities Act
  of 1933 may be permitted to directors, officers and controlling persons of the
  issuer pursuant to the foregoing provisions, or otherwise, we have been advised
  that in the opinion of the Securities and Exchange Commission such
  indemnification is against public policy as expressed in the Securities Act of
  1933 and is, therefore, unenforceable.
  
  
  ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
  (c) Exhibits:
  
       4.1  Certificate of Incorporation of the Company. (Incorporated herein by
            reference to Exhibit 3(a) of the Company's Annual Report on Form 10-K
            for the fiscal year ended July 31, 1987.)
  
       4.2  Certificate of Amendment to the Certificate of Incorporation of the
            Company. (Incorporated herein by reference to Exhibit 3(b) of the
            Company's Annual Report on Form 10-K for the fiscal year ended July
            31, 1991.)
  
       4.3  Certificate of Amendment to the Certificate of Incorporation of the
            Company. (Incorporated herein by reference to Exhibit 3(d) to the
            Company's Annual Report on Form 10-K for the fiscal year ended July
            31, 1994.)
  
       4.4  Certificate of Amendment to the Certificate of Incorporation of the
            Company. (Incorporated herein by reference to Exhibit 3(e) to the
            Company's Annual Report on Form 10-K for the fiscal year ended July
            31, 1998.)
  
       4.5  Certificate of Amendment to the Certificate of Incorporation of the
            Company. (Incorporated herein by reference to Exhibit 3(g) to the
            Company's Annual Report on Form 10-K for the fiscal year ended July
            31, 2000.)
  
       4.6  Rights Agreement, dated as of December 15, 1998, between the Company
            and American Stock Transfer and Trust Company, as Trust Agent.
            (Incorporated herein by reference to Exhibit 4.1 to the Company's
            Amended Current Report on Form 8-K/A dated December 23, 1998.)
  
       4.7  By-Laws of the Company. (Incorporated by reference to Exhibit 3(c) of
            the Company's Annual Report on Form 10-K for the year ended July 31,
            1998.)
  
  
                                          7
  
  <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.
  
                                              By:    /s/ J. PRESTON WINDUS,JR.
                                                     -------------------------
                                              Name:  J. Preston Windus, Jr.
                                              Title: Senior Vice President and
                                                     Chief Financial Officer
  
  
  Date:  December 11, 2000
  
  
  
                                          8
  
  <PAGE>
  
  
  
                                    EXHIBIT INDEX
  
  Exhibit No.                DOCUMENT DESCRIPTION
  
       4.1  Certificate of Incorporation of the Company. (Incorporated herein by
            reference to Exhibit 3(a) of the Company's Annual Report on Form 10-K
            for the fiscal year ended July 31, 1987.)
  
       4.2  Certificate of Amendment to the Certificate of Incorporation of the
            Company. (Incorporated herein by reference to Exhibit 3(b) of the
            Company's Annual Report on Form 10-K for the fiscal year ended July
            31, 1991.)
  
       4.3  Certificate of Amendment to the Certificate of Incorporation of the
            Company. (Incorporated herein by reference to Exhibit 3(d) to the
            Company's Annual Report on Form 10-K for the fiscal year ended July
            31, 1994.)
  
       4.4  Certificate of Amendment to the Certificate of Incorporation of the
            Company. (Incorporated herein by reference to Exhibit 3(e) to the
            Company's Annual Report on Form 10-K for the fiscal year ended July
            31, 1998.)
  
       4.5  Certificate of Amendment to the Certificate of Incorporation of the
            Company. (Incorporated herein by reference to Exhibit 3(g) to the
            Company's Annual Report on Form 10-K for the fiscal year ended July
            31, 2000.)
  
       4.6  Rights Agreement, dated as of December 15, 1998, between the Company
            and American Stock Transfer and Trust Company, as Trust Agent.
            (Incorporated herein by reference to Exhibit 4.1 to the Company's
            Amended Current Report on Form 8-K/A dated December 23, 1998.)
  
       4.7  By-Laws of the Company. (Incorporated by reference to Exhibit 3(c) of
            the Company's Annual Report on Form 10-K for the year ended July 31,
            1998.)
  
  
  
  <PAGE>
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 22792}]
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": "786628"}, "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
  
             December 11, 2000                             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                   (I.R.S. Employer
     of incorporation or organization)              Identification Number)
  
                         105 Baylis Road, Melville, NY 11747
            ------------------------------------------------------------
                 (Address of Principal Executive Offices) (Zip Code)
  
                                    (631)777-8900
            ------------------------------------------------------------
                (Registrant's telephone number, including area code)
  ITEM 5. OTHER EVENTS.
  
       Comtech Telecommunications Corp. (the "Company") is filing this report on
  Form 8-K for the purpose of amending and restating the description of the
  Company's common stock, par value $0.10, contained in the Company's Registration
  Statement dated November 22, 1974 to read in its entirety as follows. The terms
  "our" and "we", when used in the following description, refer to the Company.
  
  Overview
  
       Our authorized capital stock consists of 30,000,000 shares of common stock,
  par value $0.10, and 2,000,000 shares of preferred stock, par value $.10. Each
  holder of our common stock is entitled to one vote per share on all matters
  submitted to a vote of stockholders, including the election of directors. The
  common stock does not have cumulative voting rights, which means that (subject
  to the rights of the holders of preferred stock, if any) the holders of a
  majority of the shares voting for election of directors can elect all members of
  our Board of Directors. Subject to the preferential rights of the holders of
  shares of preferred stock, if any, the holders of common stock are entitled to
  share ratably in such dividends, if any, as may be declared and paid by our
  Board of Directors out of funds legally available therefor. Upon our liquidation
  or dissolution, the holders of our common stock will be entitled to share
  ratably in the assets legally available for distribution to shareholders after
  payment of liabilities and subject to the prior rights of any holders of
  preferred stock then outstanding. Holders of our common stock have no
  conversion, sinking fund, redemption, preemptive or subscription rights. The
  shares of common stock presently issued and outstanding are, and the common
  stock to be issued in connection with the offering, when issued and paid for,
  will be, fully paid and nonassessable. The rights, preferences, and privileges
  of holders of common stock are subject to the rights of the holders of shares of
  any series of preferred stock that we may issue in the future.
  
       Our Board of Directors is authorized, subject to any limitations prescribed
  by law, from time to time to issue up to an aggregate of 2,000,000 shares of
  preferred stock in one or more classes or series, each of such class or series
  to have such preferences, voting powers, qualifications and special or relative
  rights or privileges as shall be determined by the Board of Directors in a
  resolution or resolutions providing for the issue of such class or series of
  preferred stock. Thus, any class or series may, if so determined by our Board of
  Directors, have full voting rights with our common stock or superior or limited
  voting rights, to be convertible into common stock or any other security that we
  may be authorized to issue, and have such other preferences, relative rights and
  limitations as our Board of Directors shall determine. As a result, any class or
  series of our preferred stock could have rights which would adversely affect the
  voting power of the common stock or which could delay, defer or prevent a change
  in control of Comtech. The shares of any class or series of preferred stock need
  not be identical. Currently, 200,000 shares of preferred stock have been
  designated Series A junior participating preferred stock pursuant to our rights
  plan described below.
  
                                          2
  Rights Plan
  
       On December 15, 1998, we entered into a Rights Agreement with American
  Stock Transfer and Trust Company, as Rights Agent. Under the Rights Agreement,
  our Board of Directors declared a dividend distribution of one Series A junior
  participating preferred stock purchase right for each outstanding share of
  common stock. The Board also authorized and directed the issuance of one Right
  with respect to each share of common stock issued thereafter. The Rights have
  certain anti-takeover effects.
  
       The Rights are attached to all certificates representing outstanding shares
  of common stock, and no separate Right Certificates will be distributed. The
  Rights will separate from the shares of common stock upon the earliest to occur
  of (1) a person or entity or group of affiliated or associated persons having
  acquired beneficial ownership of 15% or more of the outstanding shares of our
  common stock (except pursuant to a Permitted Offer, as hereinafter defined); or
  (2) 10 business days (or such later date as our Board of Directors may
  determine) following the commencement of, or announcement of an intention to
  make, a tender offer or exchange offer the consummation of which would result in
  a Person or Group becoming an Acquiring Person (as hereinafter defined) (the
  earliest of such dates being called the "Distribution Date"). A Person or Group
  whose acquisition of shares of our common stock causes a Distribution Date
  pursuant to clause (1) above is an "Acquiring Person." The date that a Person or
  Group becomes an Acquiring Person is the "Shares Acquisition Date."
  
       A Person who acquires shares of common stock pursuant to a tender or
  exchange offer which is for all outstanding shares of common stock at a price
  and on terms which our Board of Directors determines (prior to our acquisition)
  to be adequate and in the best interests of us and our stockholders (other than
  such Person, its affiliates and associates) (a "Permitted Offer") will not be
  deemed to be an Acquiring Person and such Person's ownership will not constitute
  a Distribution Date.
  
       The Rights are not exercisable until the Distribution Date, and will expire
  at the close of business on December 15, 2008, unless earlier redeemed by us.
  
       In the event that any person becomes an Acquiring Person, each holder of
  Rights (other than Rights that have become null and void as described below)
  will thereafter have the right (the "Flip-In Right") to receive, upon exercise
  of each Right, the number of shares of common stock (or, in certain
  circumstances, other securities of the Company) having a value (immediately
  prior to such triggering event) equal to two times the product of (i) that
  number of one-hundredths of a share of Series A preferred stock for which such
  right is then exercisable and (ii) the exercise price of such Right. Currently,
  the exercise price of each Right is $60, and each Right is exercisable for 0.667
  one-hundredths of a share of Series A preferred stock. For example, if a Person
  became an Acquiring Person at a time when the current per share market price of
  our common stock is $15, each holder of a Right (other than a Right which has
  become null and void
  
                                          3
  as described herein) would have the right to receive 5.33 shares of common stock
  upon exercise of the Right and payment of $40.
  
       Our Board of Directors, at its option, may exchange each Right (other than
  those that have become null and void as described below) for one share of common
  stock in lieu of the Flip-In Right, provided no Person is the beneficial owner
  of 50% or more of the shares of common stock at the time of such exchange.
  Notwithstanding the foregoing, following the occurrence of the event described
  above, all Rights that are or (under certain circumstances specified in the
  Rights Agreement) were beneficially owned by any Acquiring Person or any
  affiliate or associate thereof or certain transferees thereof will be null and
  void.
  
       In the event that, at any time following the Shares Acquisition Date, (1)
  we are acquired in a merger or other business combination transaction in which
  the holders of all of the outstanding shares of common stock immediately prior
  to the consummation of the transaction are not the holders of all of the
  surviving corporation's voting power, or (2) more than 50% of our assets or
  earning power is sold or transferred, then each holder of Rights (except Rights
  which previously have been voided as set forth above) shall thereafter have the
  right (the "Flip-Over Right") to receive, upon exercise of such Rights, shares
  of common stock of the acquiring company (or in certain circumstances, its
  parent) having a value equal to two times the aggregate exercise price of the
  Rights. The Flip-Over Right shall not apply to any transaction described in
  clause (1) if such transaction is with a Person or Persons (or a wholly owned
  subsidiary of any such Person or Persons) that acquired shares of common stock
  pursuant to a Permitted Offer and the price and form of consideration offered in
  such transaction is the same as that paid to all holders of common stock whose
  shares were purchased pursuant to the Permitted Offer. The holder of a Right
  will continue to have the Flip-Over Right whether or not such holder exercises
  or surrenders the Flip-In Right.
  
       At any time prior to the earlier to occur of (1) a person becoming an
  Acquiring Person or (2) the expiration of the Rights, we may redeem the Rights
  in whole, but not in part, at a price of $.01 per Right (the "Redemption
  Price"), which redemption shall be effective at such time, on such basis and
  with such conditions as the Board of Directors may establish in its sole
  discretion. We may, at our option, pay the Redemption Price in common stock.
  
       All of the provisions of the Rights Agreement may be amended by the Board
  of Directors prior to the Distribution Date. After the Distribution Date, the
  provisions of the Rights Agreement may be amended by the Board in order to cure
  any ambiguity, defect or inconsistency, to make changes which do not adversely
  affect the interests of holders of Rights (excluding the interests of any
  Acquiring Person), or, subject to certain limitations, to shorten or lengthen
  any time period under the Rights Agreement.
  
                                          4
  Our Board of Directors
  
       Our Board of Directors is divided into three classes, with each class
  holding office for staggered three-year terms. The classification of directors
  may have the effect of making it more difficult for our stockholders to change
  the composition of the Board of Directors in a relatively short period of time.
  In addition, the classified board provision could have the effect of
  discouraging a third party from attempting to gain control of us, even though
  such an attempt might be beneficial to us and our stockholders. Accordingly, the
  classified board provision, if effective, could delay, defer or prevent a change
  in control of our company.
  
  Fair Price Provision
  
       Our certificate of incorporation contains a Fair Price Provision (the "Fair
  Price Provision") which requires that mergers, certain other business
  combinations and similar transactions ("Business Combinations") involving us and
  the beneficial owner of more than 10% of our voting shares (an "Interested
  Stockholder") be approved by the vote of 80% or more of the outstanding voting
  shares (including a vote of at least 66-2/3% of the shares not held by the
  Interested Stockholder) unless the transaction is either approved by at least a
  two-thirds majority of the members of our Board of Directors who are
  unaffiliated with the Interested Stockholder and were directors before the
  Interested Stockholder became such ("Disinterested Directors"), or unless
  certain minimum price, form of consideration and procedural requirements are
  met. The Fair Price Provision does not, however, preclude our Board of Directors
  in exercising its business judgment from either opposing or approving a takeover
  proposal, whether or not such a proposal satisfies the minimum price, form of
  consideration and procedural requirements. In addition, the Fair Price Provision
  renders more difficult the consummation of a Business Combination by a person
  acquiring a substantial interest in our stock, regardless of whether any such
  transaction was desired by the holders of a majority (but less than 80%) of the
  outstanding shares. Another effect of the Fair Price Provision is to vest in one
  stockholder, or a group of stockholders controlling 20% or more of our voting
  stock, a veto power or its practical equivalent over certain transactions,
  unless the transactions were approved by the Disinterested Directors or the
  minimum price and other provisions were met, even though holder of a majority of
  our common stock may believe such transactions to be desirable and beneficial.
  
  Certain Provisions of Delaware Law
  
       We are subject to the provisions of Section 203 of the Delaware General
  Corporation Law ("GCL"), an anti-takeover law. In general, this statute
  prohibits a publicly-held Delaware corporation from engaging in a "business
  combination" with an "interested stockholder" for a period of three years after
  the date of the transaction in which the person became an interested
  stockholder, unless the business combination is approved in a prescribed manner.
  A "business combination" includes mergers, asset sales and other transactions
  resulting in a financial benefit to the interested stockholder. Subject to
  certain exceptions, for purposes of Section 203 of the
  
                                          5
  GCL, an "interested stockholder" is a person who, together with affiliates,
  owns, or within three years did own, 15% or more of the corporation's voting
  stock.
  
  Liability of Directors and Officers
  
       As permitted under Delaware law, our Certificate of Incorporation contains
  a provision that eliminates the personal liability of the directors to us and
  our stockholders for monetary damages for breaches of fiduciary duties as
  directors, except that such provision does not apply to any breach that involves
  
       o    a breach of a director's duty of loyalty to our company, o any act or
            omission not in good faith or which involves intentional misconduct or
            a knowing violation of law,
  
       o    a transaction from which the director derives an improper personal
            benefit, or
  
       o    the payment of dividends or the approval of stock repurchases or
            redemptions that are unlawful under the GCL.
  
       Our By-laws provide that we shall indemnify (a) any person who was or is a
  party or is threatened to be made a party to any threatened, pending or
  completed action, suit or proceeding, whether civil, criminal, administrative or
  investigative (other than an action by or in the right of our company) by reason
  of the fact that he is or was one or our directors, officers or employees, or is
  or was serving at our request as a director, officer or employee of another
  corporation, partnership, joint venture, trust or other enterprise, against
  expenses (including attorneys' fees), judgments, fines and amounts paid in
  settlement, actually and reasonably incurred by him in connection with such
  action, suit or proceeding, if he acted in good faith and in a manner he
  reasonably believed to be in or not opposed to our best interests, and, with
  respect to any criminal action or proceeding, had no reasonable cause to believe
  his conduct was unlawful, and (b) any person who was or is a party or is
  threatened to be made a party to any threatened, pending or completed action or
  suit by us or in our name to procure a judgment in its favor by reason of the
  fact that he is or was one or our directors, officers or employees, or is or was
  serving at our request as a director, officer or employee of another
  corporation, partnership, joint venture, trust or other enterprise, against
  expenses (including attorneys' fees) actually and reasonably incurred by him in
  connection with the defense or settlement of such action or suit if he acted in
  good faith and in a manner he reasonably believed to be in or not opposed to our
  best interests and except that no indemnification shall be made in respect of
  any claim, issue or matter as to which such person shall have been adjudged to
  be liable for negligence or misconduct in the performance of his duty to us
  unless and only to the extent that the Court of Chancery of Delaware or the
  court in which such action or suit was brought shall determine upon application
  that, despite the adjudication of liability but in view of all the circumstances
  of the case, such person is fairly and reasonably entitled to indemnity for such
  expenses which the Court of Chancery or such other court shall deem proper.
  
                                          6
  Insofar as indemnification for liabilities arising under the Securities Act
  of 1933 may be permitted to directors, officers and controlling persons of the
  issuer pursuant to the foregoing provisions, or otherwise, we have been advised
  that in the opinion of the Securities and Exchange Commission such
  indemnification is against public policy as expressed in the Securities Act of
  1933 and is, therefore, unenforceable.
  
  ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
  (c) Exhibits:
  
       4.1  Certificate of Incorporation of the Company. (Incorporated herein by
            reference to Exhibit 3(a) of the Company's Annual Report on Form 10-K
            for the fiscal year ended July 31, 1987.)
  
       4.2  Certificate of Amendment to the Certificate of Incorporation of the
            Company. (Incorporated herein by reference to Exhibit 3(b) of the
            Company's Annual Report on Form 10-K for the fiscal year ended July
            31, 1991.)
  
       4.3  Certificate of Amendment to the Certificate of Incorporation of the
            Company. (Incorporated herein by reference to Exhibit 3(d) to the
            Company's Annual Report on Form 10-K for the fiscal year ended July
            31, 1994.)
  
       4.4  Certificate of Amendment to the Certificate of Incorporation of the
            Company. (Incorporated herein by reference to Exhibit 3(e) to the
            Company's Annual Report on Form 10-K for the fiscal year ended July
            31, 1998.)
  
       4.5  Certificate of Amendment to the Certificate of Incorporation of the
            Company. (Incorporated herein by reference to Exhibit 3(g) to the
            Company's Annual Report on Form 10-K for the fiscal year ended July
            31, 2000.)
  
       4.6  Rights Agreement, dated as of December 15, 1998, between the Company
            and American Stock Transfer and Trust Company, as Trust Agent.
            (Incorporated herein by reference to Exhibit 4.1 to the Company's
            Amended Current Report on Form 8-K/A dated December 23, 1998.)
  
       4.7  By-Laws of the Company. (Incorporated by reference to Exhibit 3(c) of
            the Company's Annual Report on Form 10-K for the year ended July 31,
            1998.)
  
                                          7
  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.
  
                                              By:    /s/ J. PRESTON WINDUS,JR.
                                                     -------------------------
                                              Name:  J. Preston Windus, Jr.
                                              Title: Senior Vice President and
                                                     Chief Financial Officer
  
  Date:  December 11, 2000
  
                                          8
  EXHIBIT INDEX
  
  Exhibit No.                DOCUMENT DESCRIPTION
  
       4.1  Certificate of Incorporation of the Company. (Incorporated herein by
            reference to Exhibit 3(a) of the Company's Annual Report on Form 10-K
            for the fiscal year ended July 31, 1987.)
  
       4.2  Certificate of Amendment to the Certificate of Incorporation of the
            Company. (Incorporated herein by reference to Exhibit 3(b) of the
            Company's Annual Report on Form 10-K for the fiscal year ended July
            31, 1991.)
  
       4.3  Certificate of Amendment to the Certificate of Incorporation of the
            Company. (Incorporated herein by reference to Exhibit 3(d) to the
            Company's Annual Report on Form 10-K for the fiscal year ended July
            31, 1994.)
  
       4.4  Certificate of Amendment to the Certificate of Incorporation of the
            Company. (Incorporated herein by reference to Exhibit 3(e) to the
            Company's Annual Report on Form 10-K for the fiscal year ended July
            31, 1998.)
  
       4.5  Certificate of Amendment to the Certificate of Incorporation of the
            Company. (Incorporated herein by reference to Exhibit 3(g) to the
            Company's Annual Report on Form 10-K for the fiscal year ended July
            31, 2000.)
  
       4.6  Rights Agreement, dated as of December 15, 1998, between the Company
            and American Stock Transfer and Trust Company, as Trust Agent.
            (Incorporated herein by reference to Exhibit 4.1 to the Company's
            Amended Current Report on Form 8-K/A dated December 23, 1998.)
  
       4.7  By-Laws of the Company. (Incorporated by reference to Exhibit 3(c) of
            the Company's Annual Report on Form 10-K for the year ended July 31,
            1998.)