Filed pursuant to Rule 424(b)(1)
Registration No. 333-107395
PROSPECTUS
2,100,000 SHARES
[LOGO OF COMTECH TELECOMMUNICATIONS CORP.]
COMMON STOCK
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This prospectus covers 2,100,000 shares of our common stock that may be
offered and sold from time to time by the selling stockholders. We will not
receive any proceeds from the sale of the shares of common stock. We will bear
the costs relating to the registration of the shares of common stock, which we
estimate will be approximately $65,000.
The selling stockholders may offer their shares through public or private
transactions on or off the Nasdaq National Market at prevailing market prices or
at privately negotiated prices. The selling stockholders may make sales directly
to purchasers or through brokers, agents, dealers or underwriters. The selling
stockholders will bear all commissions and other compensation paid to brokers in
connection with the sale of their shares.
Our common stock is traded on the Nasdaq National Market under the symbol
CMTL. On July 24, 2003, the closing sale price of our common stock was $19.04
per share.
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INVESTING IN OUR COMMON STOCK INVOLVES RISKS.
SEE "RISK FACTORS" BEGINNING ON PAGE 3.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed on the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
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The date of this prospectus is August 18, 2003
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TABLE OF CONTENTS
PAGE
THE COMPANY...................................................................1
THE OFFERING..................................................................2
RISK FACTORS..................................................................3
FORWARD-LOOKING STATEMENTS...................................................10
USE OF PROCEEDS..............................................................10
SELLING STOCKHOLDERS.........................................................11
PLAN OF DISTRIBUTION.........................................................12
LEGAL MATTERS................................................................13
EXPERTS......................................................................13
WHERE YOU CAN FIND MORE INFORMATION..........................................14
----------------------------------------------------
You should rely only on the information contained in this prospectus. We
have not, and the selling stockholders have not, authorized anyone to provide
you with information different from that contained in this prospectus. The
selling stockholders are not making an offer to sell or seeking offers to buy
these securities in any jurisdiction where the offer or sale is not permitted.
The information contained in this prospectus is complete and accurate as of the
date of this prospectus, but the information may have changed since that date.
Unless the context otherwise indicates, the terms "Comtech," "we" and "our
company" mean Comtech Telecommunications Corp. and Comtech's subsidiaries. All
share and per share information has been adjusted to reflect the 3-for-2 stock
split that occurred on July 14, 2003.
i
THE COMPANY
We design, develop, produce and market innovative products, systems and
services for advanced communications solutions addressing commercial and
government markets. We offer niche product lines where we believe we have
technological, engineering, systems design or other expertise that differentiate
our product offerings.
We conduct our business through three complementary business segments:
telecommunications transmission, mobile data communications services and RF
microwave amplifiers:
Our TELECOMMUNICATIONS TRANSMISSION segment, which is our largest business
segment, provides sophisticated products and systems for satellite,
over-the-horizon microwave and line-of-sight microwave telecommunication
systems. Our telecommunications transmission products are used in a wide variety
of commercial and defense applications including the transmission of voice,
video and data over the Internet (such as voice over Internet Protocol and
broadband video), long distance telephone, broadcast and cable television and
highly secure applications relating to military intelligence. We believe we are
a leading provider, based on market share and product performance, of
over-the-horizon microwave systems, satellite earth station modems and
integrated circuits incorporating Turbo Product Code forward error correction
technology.
Our MOBILE DATA COMMUNICATIONS SERVICES segment provides satellite-based
mobile tracking and messaging services and mobile satellite transceivers
primarily for defense applications, including logistics, support and battlefield
command and control. We are currently the sole provider of the U.S. Army
logistics command's Movement Tracking System and have recently begun providing
our mobile satellite transceivers for integration into a U.S. Army command and
control system. We are currently exploring commercial transportation market
applications for our satellite-based mobile system and transceivers.
Our RF MICROWAVE AMPLIFIER segment designs, manufactures and markets
solid-state high power, broadband RF microwave amplifier products. Our RF
microwave amplifier products are used in a wide variety of applications
including defense (such as communications, radar, jamming and identification
friend or foe systems), medical equipment (such as oncology treatment systems),
satellite communications (including air-to-satellite-to-ground communications)
and instrumentation (such as those used by manufacturers to test electronic
systems for electromagnetic compatibility). We believe we are one of the largest
independent suppliers of solid-state high power, broadband RF microwave
amplifiers.
----------------------------------------------------
Our principal executive offices are located at 105 Baylis Road, Melville,
New York 11747. The headquarters' telephone number is (631) 777-8900. Our
website can be accessed at www.comtechtel.com. The information contained in our
website does not constitute part of this prospectus. We are incorporated in the
state of Delaware.
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THE OFFERING
Common stock offered by the selling stockholders... 2,100,000 shares
Offering Price..................................... All or part of the
shares offered hereby
may be sold from time
to time by the selling
stockholders.
Risk Factors....................................... For a discussion of
certain risks you
should consider before
investing in the
shares, see "Risk
Factors" beginning on
page 3.
Nasdaq National Market symbol...................... CMTL
2
RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW BEFORE DECIDING TO
INVEST IN OUR COMMON STOCK. THESE RISKS COULD HAVE A MATERIAL AND ADVERSE IMPACT
ON OUR BUSINESS, RESULTS OF OPERATIONS AND FINANCIAL CONDITION. IF THAT WERE TO
HAPPEN, THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE, AND YOU COULD LOSE
ALL OR PART OF YOUR INVESTMENT. THE RISKS DESCRIBED BELOW ARE NOT THE ONLY ONES
WE FACE. OUR BUSINESS OPERATIONS COULD ALSO BE IMPAIRED BY ADDITIONAL RISKS AND
UNCERTAINTIES THAT ARE NOT PRESENTLY KNOWN TO US, OR THAT WE CURRENTLY CONSIDER
IMMATERIAL.
RISKS RELATED TO OUR BUSINESS
DUE TO MANY FACTORS, INCLUDING THE AMOUNT OF BUSINESS REPRESENTED BY LARGE
CONTRACTS, OUR OPERATING RESULTS ARE DIFFICULT TO FORECAST AND MAY BE VOLATILE.
We have experienced, and will experience in the future, significant
fluctuations in sales and operating results from quarter to quarter. One reason
for this is that a significant portion of our business - primarily the
over-the-horizon microwave systems of our telecommunications transmission
business segment, a portion of our RF microwave amplifier business segment and
the majority of our mobile data communications services segment - is derived
from a limited number of relatively large customer contracts, the timing of
which cannot be predicted. While we generally recognize revenue on contracts
when the products are shipped, revenue is recognized on the
percentage-of-completion method when the performance of a contract will extend
beyond a 12 month period. Our net sales and operating results also may vary
significantly from period to period because of the following factors: product
mix sold; fluctuating market demand; price competition; new product
introductions by our competitors; fluctuations in foreign currency exchange
rates; unexpected changes in delivery of components or subsystems; political
instability; regulatory developments; and general economic conditions.
Accordingly, you should not rely on period-to-period comparisons as indications
of our future performance because these comparisons may not be meaningful.
OUR BUSINESS, RESULTS OF OPERATIONS, LIQUIDITY AND FINANCIAL POSITION DEPEND ON
OUR ABILITY TO MAINTAIN OUR LEVEL OF GOVERNMENT BUSINESS.
The recent slowdown in our commercial business, particularly in the
telecommunications and aviation sectors, has increased our dependence on
U.S. government business. Our sales to the U.S. government (including sales
to prime contractors to the U.S. government) accounted for approximately
44.9% of our total net sales for the nine months ended April 30, 2003 and
33.8%, 23.1% and 8.8% of our total net sales for the fiscal years ended
2002, 2001 and 2000, respectively. We expect such business to represent a
significant portion of our revenues for the foreseeable future. U.S.
government business exposes us to various risks, including:
o unexpected contract or project terminations or suspensions;
o unpredictable order placements, reductions or cancellations;
o reductions in government funds available for our projects due to
government policy changes, budget cuts and other spending priorities;
o penalties arising from post-award contract audits;
o cost audits in which the value of our contracts may be reduced;
o higher-than-expected final costs, particularly relating to software
and hardware development, for work performed under contracts where we
commit to specified deliveries for a fixed price; and
o unpredictable cash collections of unbilled receivables that may be
subject to acceptance of contract deliverables by the customer and
contract close-out procedures, including government approval of
final indirect rates.
All of our U.S. government contracts can be terminated by the U.S.
government for its convenience. Termination for convenience provisions provide
only for our recovery of costs incurred or committed, settlement expenses and
profit on work completed prior to termination. In addition to the right of the
U.S. government to terminate, U.S. government contracts are conditioned upon the
continuing approval by Congress of the necessary spending. Congress usually
appropriates funds for a given program on a fiscal-year basis even though
contract performance may take more than one year. Consequently, at the beginning
of a major program, the contract is usually not fully funded, and additional
monies are normally committed to the contract only if, as and when
appropriations are made by Congress for future fiscal years.
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The U.S. government may review our costs and performance on their
contracts, as well as our accounting and general business practices. Based on
the results of such audits, the U.S. government may adjust our contract-related
costs and fees, including certain financing costs, goodwill, portions of
research and development costs, and certain marketing expenses, which may not be
reimbursable under U.S. government contracts.
We obtain U.S. government contracts through a competitive bidding process.
We cannot assure you that we will continue to win competitively awarded
contracts or that awarded contracts will generate sufficient net sales to result
in profitability.
ALL OF OUR BUSINESSES ARE SUBJECT TO RAPID TECHNOLOGICAL CHANGE; WE MUST KEEP
PACE WITH CHANGES TO COMPETE SUCCESSFULLY.
We are engaged in businesses characterized by rapid technological change,
evolving industry standards, frequent new product announcements and
enhancements, and changing customer demands. The introduction of products and
services embodying new technologies and the emergence of new industry standards
could render our products and services obsolete or non-competitive. The
technology used in our products and services evolves rapidly, and our business
position depends, in large part, on the continuous refinement of our scientific
and engineering expertise and the development, either through internal research
and development or acquisitions, of new or enhanced products and technologies.
We may not have the economic or technological resources to be successful in such
efforts and we may not be able to identify and respond to technological
improvements made by our competitors in a timely or cost-effective fashion. A
significant technological breakthrough by others, including smaller competitors
or new firms, could have a material adverse impact on our business, results of
operations and financial condition.
OUR DEPENDENCE ON INTERNATIONAL SALES MAY ADVERSELY AFFECT US.
Sales for use by international customers (including sales to prime
contractors' international customers) represented approximately 38.3% of our
total net sales for the nine months ended April 30, 2003 and 41.2%, 46.2% and
71.4% of our total net sales for the fiscal years ended July 31, 2002, 2001 and
2000, respectively. Approximately 56.0% of our backlog at April 30, 2003
consisted of orders for use by foreign customers. We expect that international
sales will continue to be a substantial portion of our total sales.
These sales expose us to certain risks, including barriers to trade,
fluctuations in foreign currency exchange rates (which may make our products
less price competitive), political and economic instability, exposure to public
health epidemics (such as Severe Acute Respiratory Syndrome ("SARS")),
availability of suitable export financing, tariff regulations, and other U.S.
and foreign regulations that may apply to the export of our products and the
generally greater difficulties of doing business abroad. We attempt to reduce
the economic risk of doing business in foreign countries by seeking subcontracts
with large systems suppliers, contracts denominated in U.S. dollars, advance or
milestone payments and irrevocable letters of credit in our favor. However, we
may not be able to reduce the economic risk of doing business in foreign
countries, in all instances.
Foreign defense contracts generally contain provisions relating to
termination at the convenience of the government. In addition, certain of our
products and systems may require licenses from U.S. government agencies for
export from the United States, and some of our products may not be permitted to
be exported. We cannot be sure of our ability to gain any licenses that may be
required to export our products, and failure to receive required licenses could
materially reduce our ability to sell our products outside the United States.
A SLOWING ECONOMY AND CONTINUED REDUCTION IN TELECOMMUNICATIONS EQUIPMENT AND
SYSTEMS SPENDING MAY NEGATIVELY AFFECT OUR REVENUES AND PROFITABILITY.
Since the second half of fiscal 2001, our revenues from commercial
customers have been negatively affected by the increasingly uncertain economic
environment both in the overall market, and more specifically in the
telecommunications and aviations sectors. If the economy continues to slow, some
of our customers may further reduce their budgets for spending on
telecommunications equipment and systems. As a consequence, our current
customers and other prospective customers may postpone, reduce or even forego
the purchase of our products and systems, which could adversely affect our
revenues and profitability.
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OUR MOBILE DATA COMMUNICATIONS SERVICES BUSINESS IS SUBJECT TO RISK.
Although fiscal 2003 sales and earnings will increase significantly over
prior years, our mobile data communications services business has a relatively
limited operating history compared to our other business segments. It is subject
to all of the risks inherent in the operation of a new business enterprise. In
addition to the other risk factors described in this section, the risk factors
applicable to our mobile data communications services business include the
following:
o Although the U.S. Army contract obligates us to provide satellite
services and hardware, including mobile satellite transceivers and
computers, over an eight year period as and when ordered by the U.S.
Army and at the prices and other terms set forth in the contract,
the U.S. Army is not obligated to purchase any terminals or services
under this contract and may terminate this contract. Sales under
the U.S. Army contract could be subject to unpredictable funding and
deployment decisions. Through April 30, 2003, we have received
orders aggregating $64.5 million under this contract.
o Certain components that we need have purchasing lead time of four
monthsor longer, and the U.S. Army contract requires us to provide
mobile terminals within 90 days after we receive an order.
o Our success in commercial markets will depend on, among other things,
our ability to access the best distribution channels, the development
or licensing of applications which create value for the customer and
our ability to attract and retain qualified personnel. Delays in
delivering terminals could also adversely affect our ability to obtain
and retain commercial customers.
o In general, as we seek to grow our mobile data communications
services business, we anticipate that we will need to maintain a
substantial inventory in order to provide terminals to our customers on
a timely basis. If forecasted orders are not received, we might be left
with large inventories of slow moving or unusable parts or terminals.
This could result in an adverse effect on our business, results of
operations and financial condition.
o We lease the satellite capacity necessary to operate our system from
third party satellite networks. We currently have a long-term lease
that expires on June 30, 2005 with a satellite network operator, Mobile
Satellite Ventures, for satellite coverage in North America, Central
America and the northern rim of South America. We have leases with
other vendors for satellite coverage in other parts of the world as
required by the U.S. Army contract. We cannot assure you that we will
be able to obtain sufficient satellite capacity or geographical
coverage from any vendor to operate our mobile data communications
services system on acceptable terms or on a timely basis.
o There are several existing competitors in the mobile data
communications services market that have established systems with
sizable customer bases and much greater financial resources than us.
The largest of these competitors is Qualcomm, Inc. Existing
competitors, including terrestrial service providers, are also
aggressively pricing their products and services and may continue to do
so in the future. Competitors continue to offer new value added
products and services, which we may be unable to match on a timely or
cost effective basis. Increased competition may impact margins
throughout the industry. We anticipate that new competitors will enter
the mobile data communications services market in the future. This
could impact our entry into the commercial market in a significant way.
o All satellite communications are subject to the risk that a satellite
or ground station failure or a natural disaster may interrupt service.
Interruptions in service could have a material adverse impact on our
business, results of operations and financial condition. At present,
one of our satellite providers, is operating without a full in-orbit
back-up capability in the event of a failure of one of its two
satellites in operation. Should we be obliged to restore service on
another system in the event of a satellite failure, our costs would
increase and could have an adverse effect on our business, results of
operation, liquidity and financial position.
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OUR BACKLOG IS SUBJECT TO CUSTOMER CANCELLATION OR MODIFICATION.
We currently have a backlog of orders, mostly under contracts that the
customer may modify or terminate. We cannot assure you that our backlog will
result in net sales.
OUR DEPENDENCE ON COMPONENT AVAILABILITY, SUBCONTRACTOR AVAILABILITY AND
PERFORMANCE AND KEY SUPPLIERS MAY ADVERSELY AFFECT US.
We do not generally maintain a substantial inventory of components and
subsystems. We obtain certain components and subsystems from a single source or
a limited number of sources, but believe that most components and subsystems are
available from alternative suppliers and subcontractors. A significant
interruption in the delivery of such items, however, could have a material
adverse impact on our business, results of operations and financial condition.
OUR FIXED PRICE CONTRACTS SUBJECT US TO RISK.
Almost all of our products and services are sold under fixed price
contracts. This means that we bear the risk of unanticipated technological,
manufacturing, supply or other problems, price increases or increases in the
cost of performance.
ADVERSE REGULATORY CHANGES COULD IMPAIR OUR ABILITY TO SELL PRODUCTS.
Our products are incorporated into wireless communications systems that
must comply with various government regulations, including those of the Federal
Communications Commission. Regulatory changes, including changes in the
allocation and availability of frequency spectrum, and in the military standards
and specifications that define the current satellite networking environment,
could materially harm our business by (1) restricting development efforts by us
and our customers, (2) making our current products less attractive or obsolete,
or (3) increasing the opportunity for additional competition.
Changes in, or our failure to comply with, applicable regulations could
materially harm our business. In addition, the increasing demand for wireless
communications has exerted pressure on regulatory bodies world wide to adopt new
standards and reassign bandwidth for these products and services. The reduced
number of available frequencies for other products and services and the time
delays inherent in the government approval process of new products and services
have caused and may continue to cause our customers to cancel, postpone or
reschedule their installation of communications systems including their
satellite, over-the-horizon-microwave, or terrestrial line-of-sight-microwave
communication systems. This, in turn, could have a material adverse effect on
our sales of products to our customers.
WE FACE RISKS FROM THE UNCERTAINTY OF PREVAILING ECONOMIC AND POLITICAL
CONDITIONS.
Current global political and economic conditions are uncertain. As a
result, it is difficult to estimate the level of expansion, if any, for the
global or U.S. economies generally or the markets in which we participate.
Because our budgeting and forecasting process relies on estimates of growth in
the markets we serve, the current economic environment renders estimates of
future income and expenses even more difficult than usual to formulate. The
future direction of the domestic and global economies and political environment
could have a material adverse impact on our business, results of operations and
financial condition.
ACQUISITIONS AND STRATEGIC INVESTMENTS MAY DIVERT OUR RESOURCES AND MANAGEMENT
ATTENTION; RESULTS MAY FALL SHORT OF EXPECTATIONS.
We intend to continue pursuing selected acquisitions of and investments in
businesses, technologies and product lines as a key component of our growth
strategy. Any future acquisition or investment may result in the use of
significant amounts of cash, potentially dilutive issuances of equity
securities, incurrence of debt and amortization expenses or in process research
and development charges related to intangible assets. Acquisitions involve
numerous risks, including:
o difficulties in the integration and assimilation of the operations,
technologies, products and personnel of an acquired business;
6
o diversion of management's attention from our other business concerns;
and
o potential loss of key employees or customers of any acquired business.
THE LOSS OF KEY TECHNICAL OR MANAGEMENT PERSONNEL COULD ADVERSELY AFFECT OUR
BUSINESS.
Our success depends on the continued contributions of key management
personnel, including the key corporate and operating unit management at each of
our subsidiaries. Many of our key personnel, particularly the key engineers of
our subsidiaries, would be difficult to replace, and are not subject to
employment or noncompetition agreements. Our growth and future success will
depend in large part upon our ability to attract and retain highly qualified
engineering, sales and marketing personnel. Competition for such personnel from
other companies, academic institutions, government entities and other
organizations is intense. Although we believe that we have been successful to
date in recruiting and keeping key personnel, we may not be successful in
attracting and retaining the personnel we will need to continue to grow and
operate profitably. Also, the management skills that have been appropriate for
us in the past may not continue to be appropriate if we continue to grow and
diversify.
OUR MARKETS ARE HIGHLY COMPETITIVE.
The markets for our products are highly competitive. We cannot assure you
that we will be able to successfully compete or that our competitors will not
develop new technologies and products that are more commercially effective than
our own. We expect the Department of Defense's increased use of commercial
off-the-shelf products and components in military equipment will encourage new
competitors to enter the market. Also, although the implementation of advanced
telecommunications services is in its early stages in many developing countries,
we believe competition may intensify as businesses and foreign governments
realize the market potential of telecommunications services. Many of our
competitors have financial, technical, marketing, sales and distribution
resources greater than ours.
PROTECTION OF OUR INTELLECTUAL PROPERTY IS LIMITED; WE ARE SUBJECT TO THE RISK
OF THIRD PARTY CLAIMS OF INFRINGEMENT.
Our businesses rely in large part upon our proprietary scientific and
engineering "know-how" and production techniques. Historically, patents have not
been an important part of our protection of our intellectual property rights. We
rely primarily upon the laws of unfair competition, restrictions in licensing
agreements and confidentiality agreements to protect our intellectual property.
We limit access to, and distribution of, our proprietary information. These
efforts allow us to rely upon the knowledge and experience of our management and
technical personnel to market our existing products and to develop new products.
The departure of any of our key management and technical personnel, the breach
of their confidentiality and non-disclosure obligations to us or the failure to
achieve our intellectual property objectives may have a material adverse impact
on our business, results of operations and financial condition.
Our ability to compete successfully and achieve future revenue growth will
depend, in part, on our ability to protect our proprietary technology and
operate without infringing upon the rights of others. We may fail to do so. In
addition, the laws of certain countries in which our products are or may be sold
may not protect our products and intellectual property rights to the same extent
as the laws of the United States.
We believe that we own or have licensed all intellectual property rights
necessary for the operation of our businesses as currently contemplated. If the
technology we use is found to infringe on protected technology, we could be
required to change our business practices, license the protected technology,
and/or pay damages or other compensation to the infringed party. If we are
unable to license protected technology used in our business or if we were
required to change our business practices, we could be prohibited from making
and selling our products or providing certain telecommunications services.
OUR OPERATIONS ARE SUBJECT TO ENVIRONMENTAL REGULATION.
We are subject to a variety of local, state and federal governmental
regulations relating to the storage, discharge, handling, emission, generation,
manufacture and disposal of toxic or other hazardous substances used to
manufacture our products, particularly in the fabrication of fiberglass antennas
by our Comtech Antenna Systems, Inc. subsidiary. We believe that we are
currently in compliance, in all material respects, with such regulations and
that we have obtained all necessary environmental permits to conduct our
business. Nevertheless, the failure to
7
comply with current or future regulations could result in the imposition of
substantial fines, suspension of production, alteration of our manufacturing
processes or cessation of operations that could have a material adverse impact
on our business, results of operations and financial condition.
RECENTLY ENACTED AND PROPOSED CHANGES IN SECURITIES LAWS AND REGULATIONS ARE
LIKELY TO INCREASE OUR COSTS.
The Sarbanes-Oxley Act of 2002 that became law in July 2002 requires
changes in some of our corporate governance, public disclosure and compliance
practices. The Act also requires the Securities and Exchange Commission to
promulgate new rules on a variety of subjects. In addition to final rules and
rule proposals already made, the Nasdaq National Market has proposed revisions
to its requirements for companies, such as us, that are listed on the Nasdaq
National Market. We expect these developments to increase our legal and
financial compliance costs. We expect these developments to make it more
difficult and more expensive for us to obtain director and officer liability
insurance, and we may be required to accept reduced coverage or incur
substantially higher costs to obtain coverage. These developments could make it
more difficult for us to attract and retain qualified members of our board of
directors, particularly to serve on our audit committee, and qualified executive
officers. We are presently evaluating and monitoring regulatory developments and
cannot estimate the timing or magnitude of additional costs we could incur as a
result.
TERRORIST ATTACKS AND THREATS, AND GOVERNMENT RESPONSES THERETO, AND THREATS OF
WAR ELSEWHERE MAY NEGATIVELY IMPACT ALL ASPECTS OF OUR OPERATIONS, REVENUES,
COSTS AND STOCK PRICE.
The terrorist attacks in the United States and against United States'
interests overseas, the U.S. government's response thereto, and threats of war
may negatively affect our business, financial condition and results of
operations. Any escalation in these events or similar or future events may
disrupt our operations or those of our customers and may affect the availability
of materials needed to manufacture our products or the means to transport those
materials to manufacturing facilities and finished products to customers. In
addition, these events have had and could continue to have an adverse impact on
the U.S. and world economy in general.
RISKS RELATED TO THIS OFFERING
OUR STOCK PRICE IS VOLATILE.
The stock market in general, and the stock prices of technology-based
companies in particular, have experienced extreme volatility that often has been
unrelated to the operating performance of any specific public company. The
market price of our common stock has fluctuated significantly in the past and is
likely to fluctuate significantly in the future as well. Factors that may have a
significant impact on the market price of our stock include:
o future announcements concerning us or our competitors;
o receipt or non-receipt of substantial orders for products and
services;
o results of technological innovations;
o new commercial products;
o changes in recommendations of securities analysts;
o government regulations;
o proprietary rights or product or patent litigation;
o changes in economic conditions generally, particularly in the
telecommunications sector;
o changes in market conditions generally, particularly in the market for
small cap stocks; and
o limited public float.
Shortfalls in our sales or earnings in any given period relative to the
levels expected by securities analysts could immediately, significantly and
adversely affect the trading price of our common stock.
WE HAVE NEVER DECLARED OR PAID CASH DIVIDENDS.
We have never declared or paid a cash dividend and do not intend to
declare any cash dividends on our common stock in the foreseeable future.
8
PROVISIONS IN OUR CORPORATE DOCUMENTS, STOCKHOLDER RIGHTS PLAN, AND DELAWARE LAW
COULD DELAY OR PREVENT A CHANGE IN CONTROL OF COMTECH.
We have taken a number of actions that could have the effect of
discouraging, delaying or preventing a merger or acquisition involving Comtech
that our stockholders may consider favorable. For example, we have adopted a
stockholder rights plan that could cause substantial dilution to a stockholder,
and substantially increase the cost paid by a stockholder, who attempts to
acquire us on terms not approved by our board of directors. This could prevent
us from being acquired. In addition, our certificate of incorporation grants the
board of directors the authority to fix the rights, preferences and privileges
of and issue up to 2,000,000 shares of preferred stock without stockholder
action. Although we have no present intention to issue shares of preferred
stock, such an issuance of 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. In
addition, we are subject to the provisions of Section 203 of the Delaware
General Corporation Law, an anti-takeover law. In general, this statute provides
that except in certain limited circumstances a corporation shall not engage in
any "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
Delaware General Corporation Law, 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. This provision could have the effect of delaying
or preventing a change in control of Comtech.
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FORWARD-LOOKING STATEMENTS
This prospectus contains "forward-looking statements" including statements
concerning the future of our industry, product development, business strategy,
continued acceptance of our products, market growth, and dependence on
significant customers. These statements can be identified by the use of
forward-looking terminology such as "may," "will," "expect," "anticipate,"
"estimate," "continue," or other similar words. When considering forward-looking
statements, you should keep in mind the risk factors and other cautionary
statements in this prospectus. The risk factors noted above and other factors
noted throughout this prospectus could cause our actual results to differ
significantly from those contained in any forward-looking statement. Except as
required by law, we undertake no obligation to update publicly any
forward-looking statements for any reason after the date of this prospectus to
conform these statements to actual results or to changes in our expectations.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares of common
stock by the selling stockholders.
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SELLING STOCKHOLDERS
All of the 2,100,000 shares offered hereby were acquired by the selling
stockholders from us in a private placement completed on July 16, 2003. The
initial holders, or their pledgees, donees, distributes, transferees or other
successors-in-interest (including, for example, partners in a partnership
receiving a distribution of the shares), who are collectively referred to in
this prospectus as the selling stockholders, may from time to time offer and
sell any and all of the shares of common stock offered under this prospectus.
The following table sets forth, for each selling stockholder, the amount
of Comtech common stock owned, the number of shares of common stock offered
hereby and the number of shares of common stock to be held and the percentage of
outstanding common stock to be owned after completion of this offering (assuming
the sale of all shares offered under this prospectus). None of the selling
stockholders has had any position, office or other relationship material to
Comtech or any of its affiliates within the past three years.
NUMBER PERCENT
NUMBER OF OF
NUMBER OF OF SHARES SHARES OWNERSHIP
SHARES OFFERED OWNED AFTER AFTER
NAME OWNED HEREBY OFFERING OFFERING
---- ----- ------ -------- --------
Amaranth L.L.C 150,000 150,000 - -
Ardsley Offshore Fund, Ltd. 125,000 125,000 - -
Ardsley Partners
Institutional Fund, L.P. 60,000 60,000 - -
Ardsley Partners Fund II, L.P. 115,000 115,000 - -
BayStar Capital II, LP 150,000 150,000 - -
Colonial Fund LLC 75,000 75,000 - -
Core Technology Fund Inc. 16,100 3,800 12,300 *
Executive Technology LP 10,300 1,000 9,300 *
Gracie Capital, LP 150,000 150,000 - -
Mainfield Enterprises Inc. 300,000 300,000 - -
Matrix Technology Group N.V 8,250 2,100 6,150 *
PCM Partners International
Ltd. 29,300 8,400 20,900 *
PCM Partners L.P. II 379,100 104,100 275,000 2.0%
S.A.C. Capital Associates,
LLC 300,000 300,000 - -
SF Capital Partners Ltd. 375,000 375,000 - -
SG Partners L.P. 174,175 26,800 147,375 1.1%
Sci-Tech Investment
Partners L.P. 34,200 4,800 29,400 *
UT Technology Partners I,
L.P. 82,500 82,500 - -
Walt Disney Company
Retirement Plan 97,400 25,100 72,300 *
Yale University New Leaf 41,400 41,400 - -
---------
* Less than 1%.
11
PLAN OF DISTRIBUTION
The selling stockholders may, from time to time, sell any or all of their
shares of common stock on any stock exchange, market or trading facility on
which the shares are traded or in private transactions. These sales may be at
fixed or negotiated prices. The selling stockholders may use any one or more of
the following methods when selling shares:
o ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;
o block trades in which the broker-dealer will attempt to sell the shares
as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
o purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;
o an exchange distribution in accordance with the rules of the applicable
exchange;
o privately negotiated transactions;
o short sales;
o broker-dealers may agree with the selling stockholders to sell a
specified number of such shares at a stipulated price per share;
o a combination of any such methods of sale; and
o any other method permitted pursuant to applicable law.
The selling stockholders may also sell shares under Rule 144 under the
Securities Act of 1933, as amended (the "Securities Act"), if available, rather
than under this prospectus.
The selling stockholders may also engage in short sales against the box,
puts and calls and other transactions in our shares of common stock and may sell
or deliver shares in connection with these trades.
Broker-dealers engaged by the selling stockholders may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling stockholders (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. The selling stockholders do not expect these commissions and
discounts to exceed what is customary in the types of transactions involved. Any
profits on the resale of shares of common stock by a broker-dealer acting as
principal might be deemed to be underwriting discounts or commissions under the
Securities Act. Discounts, concessions, commissions and similar selling
expenses, if any, attributable to the sale of shares will be borne by a selling
stockholder. The selling stockholders may agree to indemnify any agent, dealer
or broker-dealer that participates in transactions involving sales of the shares
if liabilities are imposed on that person under the Securities Act.
The selling stockholders may from time to time pledge or grant a security
interest in some or all of the shares of common stock owned by them and, if they
default in the performance of their secured obligations, the pledgees or secured
parties may offer and sell the shares of common stock from time to time under
this prospectus after we have filed an amendment to this prospectus under Rule
424(b)(3) or other applicable provision of the Securities Act amending the list
of selling stockholders to include the pledgee, transferee or other successors
in interest as selling stockholders under this prospectus.
The selling stockholders also may transfer the shares of common stock in
other circumstances, in which case the transferees, pledgees or other successors
in interest will be the selling beneficial owners for purposes of this
prospectus and may sell the shares of common stock from time to time under this
prospectus after we have filed an amendment to this prospectus under Rule
424(b)(3) or other applicable provision of the Securities Act amending the list
of selling stockholders to include the pledgee, transferee or other successors
in interest as selling stockholders under this prospectus.
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The selling stockholders and any broker-dealers or agents that are
involved in selling the shares of common stock may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales. In such event, any commissions received by such broker-dealers or agents
and any profit on the resale of the shares of common stock purchased by them may
be deemed to be underwriting commissions or discounts under the Securities Act.
We are required to pay all fees and expenses incident to the registration
of the shares of common stock. We have agreed to indemnify the selling
stockholders against certain losses, claims, damages and liabilities, including
liabilities under the Securities Act.
The selling stockholders have advised us that they have not entered into
any agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their shares of common stock, nor is there
an underwriter or coordinating broker acting in connection with a proposed sale
of shares of common stock by any selling stockholder. If we are notified by any
selling stockholder that any material arrangement has been entered into with a
broker-dealer for the sale of shares of common stock, if required, we will file
a supplement to this prospectus. If the selling stockholders use this prospectus
for any sale of the shares of common stock, they will be subject to the
prospectus delivery requirements of the Securities Act.
The anti-manipulation rules of Regulation M under the Securities Exchange
Act of 1934 may apply to sales of our common stock and activities of the selling
stockholders.
LEGAL MATTERS
The validity of the shares of common stock offered hereby will be passed
upon for us by Proskauer Rose LLP, New York, New York.
EXPERTS
The consolidated financial statements of Comtech Telecommunications Corp.
and subsidiaries as of July 31, 2002 and 2001, and for each of the years in the
three-year period ended July 31, 2002, are included in Comtech's Annual Report
on Form 10-K for the year ended July 31, 2002 in reliance upon the report of
KPMG LLP, independent accountants, incorporated herein by reference, and upon
the authority of said firm as experts in accounting and auditing.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You can inspect and
copy these reports, proxy statements and other information at the public
reference facilities of the Securities and Exchange Commission, in Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549 and at the Securities and
Exchange Commission's regional offices at 233 Broadway, New York, New York 10279
and 175 W. Jackson Boulevard, Suite 900, Chicago, Illinois 60604. You can also
obtain copies of these materials from the public reference section of the
Securities and Exchange Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. Please call the Securities and Exchange Commission
at 1-800-SEC-0330 for further information on the public reference rooms. The
Securities and Exchange Commission also maintains a web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Securities and Exchange Commission
(http://www.sec.gov).
We have filed a registration statement on Form S-3 and related exhibits
with the Securities and Exchange Commission under the Securities Act. The
registration statement contains additional information about us and our common
stock. You may inspect the registration statement and exhibits without charge at
the office of the Securities and Exchange Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and you may obtain copies from the Securities and
Exchange Commission at prescribed rates.
The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with it, which means that we can disclose
important information to you by referring to those documents. The information
incorporated by reference is an important part of this prospectus, and
information that we file later with the Securities and Exchange Commission will
automatically update and supersede this information. We incorporate by reference
the following documents we filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"):
o our Annual Report on Form 10-K for the fiscal year ended July 31,
2002, filed on October 16, 2002, as amended on our Amendments to
Annual Report on Form 10-K/A for the fiscal year ended July 31, 2002,
filed on April 4, 2003 and July 25, 2003;
o our Quarterly Reports on Form 10-Q for periods ended October 31,
2002, filed on December 10, 2002, January 31, 2003, filed on March 12,
2003, and April 30, 2003, filed on June 5, 2003;
o our Definitive Proxy Statement dated November 1, 2002;
o our registration of our common stock pursuant to Section 12(g) of the
Exchange Act, on Form 8-A filed on November 25, 1974; and
o all documents filed by us with the Securities and Exchange Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
before the offering of the common stock offered hereby is completed.
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
Comtech Telecommunications Corp.
105 Baylis Road
Melville, New York 11747
Telephone: (631) 777-8900
Attention: Ms. Gail Segui
14
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[LOGO OF COMTECH TELECOMMUNICATIONS CORP.]
2,100,000
COMMON STOCK
------------
PROSPECTUS
------------
August 18, 2003
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