United
States
Securities
and Exchange Commission
Washington,
D.C. 20549
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FORM
8-K
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Current
Report
Pursuant to Section 13 or
15(d) of
the
Securities
Exchange Act of 1934
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November
13, 2009
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0-7928
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Date
of Report
(Date
of earliest event reported)
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Commission
File Number
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 (Exact
name of registrant as specified in its
charter)
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Delaware
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11-2139466
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer Identification Number)
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68
South Service Road, Suite 230
Melville,
New York 11747
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(Address
of Principal Executive Offices) (Zip Code)
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(631)
962-7000
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(Registrant’s
telephone number, including area code)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
8.01 Other
Events.
As
discussed in Comtech Telecommunications Corp.’s (“the Company’s”) Annual Report
on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on
September 23, 2009 (“the 2009 Form 10-K”), this Form 8-K is being filed to
retroactively adjust portions of the Company’s 2009 Form 10-K solely to reflect
the retroactive adjustment and presentation of the Company’s 2.0% convertible
senior notes in accordance with the Company’s required adoption, effective as of
August 1, 2009, of Financial Accounting Standards Board Staff
Position APB 14-1, “Accounting for Convertible Debt Instruments
That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)”
(“FSP APB 14-1”). Early adoption was prohibited. The information in this Form
8-K is not an amendment to, or restatement of, the 2009 Form
10-K.
Although
the Company’s 2.0% convertible senior notes were no longer outstanding as of
July 31, 2009, the Company is retroactively presenting the imputed liability and
equity components of its 2.0% convertible senior notes in its consolidated
balance sheets on a fair value basis. The Company is also retroactively
reporting lower income before provision for income taxes, income taxes, net
income and basic earnings per share since the Company’s historical reported
interest expense has now been retroactively adjusted to reflect its
nonconvertible debt borrowing rate of 7.5%, which is higher than the stated 2.0%
convertible senior note rate. The adoption of FSP APB 14-1 did not impact the
Company’s historically reported diluted earnings per share.
Beginning
with the first quarter of the Company's fiscal year ending on July 31, 2010, the
Company’s future SEC filings will present the retroactive application of FSP APB
14-1 on prior period information.
The
required retroactive adoption of FSP APB 14-1 resulted in the following
adjustments to historically reported information of the Company as of and for
the fiscal years ended July 31, 2009, 2008 and 2007, respectively:
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§
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an
increase in interest expense of $3.2 million, $4.4 million and $4.1
million;
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§
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a
decrease in provision for income taxes of $1.2 million, $1.6 million and
$1.5 million;
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§
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a
decrease in net income of $2.0 million, $2.8 million and $2.6
million;
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an
increase of $13.0 million, $19.0 million and $19.0 million to additional
paid-in capital; and
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a
decrease of $13.0 million, $11.0 million and $8.2 million to retained
earnings.
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Because
holders of the Company’s 3.0% convertible senior notes can only receive stock
upon conversion, FSP APB 14-1 has no impact on the Company’s 3.0% convertible
senior notes.
Based on
the requirement to retroactively adjust and present the aforementioned, the
following Items of the Company’s 2009 Form 10-K are being adjusted and are
attached as Exhibits hereto and are hereby incorporated by reference
herein:
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Item
1. Business
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§
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Item
6. Selected Financial Data
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§
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Item
7. Management’s Discussion and Analysis of Financial Condition and Results
of Operations
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§
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Item
8. Financial Statements and Supplementary
Data
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No Items
of the Company’s 2009 Form 10-K other than those identified above are being
revised by this filing. Information in the Company’s 2009 Form 10-K is generally
stated as of July 31, 2009 and this filing does not reflect any subsequent
information or events other than the adoption of the accounting pronouncement
described above.
Without
limiting the generality of the foregoing, this filing does not purport to
update the Management’s Discussion and Analysis of Financial Condition and
Results of Operations contained in the Company’s 2009 Form 10-K for any
information, uncertainties, transactions, risks, events or trends occurring, or
becoming known to management after July 31, 2009. This Current Report on
Form 8-K should be read in conjunction with the 2009 Form 10-K and the Company’s
other filings. For a discussion of events and developments subsequent to the
filing of the Company’s 2009 Form 10-K, please refer to the Company’s SEC
filings since September 23, 2009.
Item
9.01 Financial
Statements and Exhibits.
(d)
Exhibits.
The
following exhibits are filed herewith:
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Exhibit Number
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Description
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, Comtech
Telecommunications Corp. has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| COMTECH TELECOMMUNICATIONS CORP. |
| Dated: November 13, 2009 | |
| By: | /s/ Michael D. Porcelain |
| Name: Michael D. Porcelain | |
| Title: Senior Vice President and | |
| Chief Financial Officer |