10-K/A 1 d55126_10k-a.txt ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Mark One) |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2002 |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 0-7928 COMTECH TELECOMMUNICATIONS CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 11-2139466 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 105 Baylis Road Melville, New York 11747 (Address of Principal Executive Offices) Registrant's telephone number, including area code (631) 777-8900 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.10 per share Series A Junior Participating Cumulative Preferred Stock par value $.10 per share (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES: |X| NO: |_| Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. |X| The aggregate market value of the registrant's voting stock held by non-affiliates of the registrant, computed by reference to the closing sales price as quoted on the Nasdaq National Market on October 11, 2002 was approximately $46,547,000. The number of shares of the registrant's common stock outstanding on October 11, 2002 was 7,509,821. DOCUMENTS INCORPORATED BY REFERENCE. Certain portions of the document listed below have been incorporated by reference into the indicated Part of this Annual Report on Form 10-K: Proxy Statement for Annual Meeting of Shareholders to be held December 10, 2002 Part III 1 EXPLANATORY NOTE This Form 10-K/A is being filed as Amendment No. 1 to the Form 10-K of Comtech Telecommunications Corp. ("Comtech") filed with the Securities and Exchange Commission on October 16, 2002 ("Form 10-K") for the purpose of amending the independent auditors' report and consent to provide the name and electronic signature of KPMG LLP. There are no other changes to the report or the consent. 2 [KPMG LETTERHEAD] Independent Auditors' Report The Board of Directors and Stockholders Comtech Telecommunications Corp.: We have audited the consolidated financial statements of Comtech Telecommunications Corp. and subsidiaries as listed in the accompanying index. In connection with our audits of the consolidated financial statements, we also audited the consolidated financial statement schedule as listed in the accompanying index. These consolidated financial statements and consolidated financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and consolidated financial statement schedule based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Comtech Telecommunications Corp. and subsidiaries as of July 31, 2002 and 2001, and the results of their operations and their cash flows for each of the years in the three-year period ended July 31, 2002 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. /s/ KPMG LLP ---------------------- Melville, New York October 15,2002 3 SIGNATURE Pursuant to the requirements of Section 13 or 15 (d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. COMTECH TELECOMMUNICATIONS CORP. (Registrant) Date: April 4, 2003 By: /s/ Fred Kornberg --------------------------------------------- Fred Kornberg Chairman of the Board Chief Executive Officer and President (Principal Executive Officer) Date: April 4, 2003 By: /s/ Robert G. Rouse --------------------------------------------- Robert G. Rouse Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 4 CERTIFICATION I, Fred Kornberg, Chief Executive Officer of Comtech Telecommunications Corp. (the "registrant"), certify that: 1. I have reviewed this annual report on Form 10-K of Comtech Telecommunications Corp.; 2. Based on my knowledge, this annual report does not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report. Date: April 4, 2003 By: /s/ Fred Kornberg -------------------------------------- Fred Kornberg Chairman of the Board Chief Executive Officer and President (Principal Executive Officer) 5 CERTIFICATION I, Robert G. Rouse, Chief Financial Officer of Comtech Telecommunications Corp. (the "registrant"), certify that: 1. I have reviewed this annual report on Form 10-K of Comtech Telecommunications Corp.; 2. Based on my knowledge, this annual report does not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report. Date: April 4, 2003 By: /s/ Robert G. Rouse --------------------------------------------- Robert G. Rouse Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 6