- Filing of certain prospectuses and communications in connection with business combination transactions (425)

---

---

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

 

 

August 2, 2010		0-7928
Date of Report (Date of earliest event reported)		Commission File Number

(Exact name of registrant as specified in its charter)

Delaware		11-2139466
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

 

	68 South Service Road, Suite 230 Melville, New York  11747
	(Address of Principal Executive Offices) (Zip Code)
	[phone]
	(Registrant’s telephone number, including area code)

 

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:

[X]  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.

 

On August 2, 2010, Comtech Telecommunications Corp. ("Comtech") and CPI International, Inc. ("CPI") issued a joint press release announcing that, on the same day, they each received a request for additional information (commonly referred to as a "second request") from the Antitrust Division of the United States Department of Justice under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to the previously announced merger contemplated by the Agreement and Plan of Merger, dated as of May 8, 2010, by and among Comtech, Angels Acquisition Corp. and CPI. The joint press release announcing the receipt of the second request is filed herewith as Exhibit 99.1 and incorporated by reference herein.

 

Item 9.01              Financial Statements and Exhibits.

(d) Exhibits.

 

The following exhibits are filed herewith:

Exhibit Number		Description
99.1		Joint press release of Comtech Telecommunications Corp. and CPI International, Inc. dated August 2, 2010.

 

 

 

---

 

 

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:  August 2, 2010
By:	/s/ Michael D. Porcelain
	Name:  Michael D. Porcelain
	Title:    Senior Vice President and
	Chief Financial Officer

 

 

---

 

 

INDEX TO EXHIBITS

 

Exhibit Number		Description
99.1		Joint press release of Comtech Telecommunications Corp. and CPI International, Inc. dated August 2, 2010.

 

 

 

 

---