UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
(Final
Amendment)
Tender
Offer Statement under Section 14(d)(1) or 13(e)(1)
of
the Securities Exchange Act of 1934
(Amendment
No. 4)
(Name
of Subject Company (Issuer))
Comtech
TA Corp.
and
Comtech
Telecommunications Corp.
(Names
of Filing Persons (Offerors))
Common
Stock, $.001 par value per share
(Title
of Class of Securities)
(CUSIP
Number of Class of Securities)
Fred
Kornberg
Chairman,
Chief Executive Officer and President
Comtech
Telecommunications Corp.
68
South Service Road, Suite 230
Melville,
New York 11747
(631)
962-7000
(Name,
Address and Telephone Numbers of Person Authorized
to
Receive Notices and Communications on Behalf of Filing Persons)
Copy
to:
Jeffrey
W. Tindell, Esq.
Skadden,
Arps, Slate, Meagher & Flom LLP
4
Times Square
New
York, New York 10036
(212)
735-3000
CALCULATION
OF FILING FEE
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Transaction
Valuation*
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Amount
of Filing Fee*
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$259,892,778
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$10,213.79
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*
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Estimated
solely for purposes of calculating the filing fee in accordance with Rule
0-11 under the Securities Exchange Act of 1934, as amended. The amount of
the filing fee is calculated by multiplying the transaction value by
0.0000393. The transaction value was determined by multiplying the offer
price of $11.50 per share by 22,599,372, the number of common stock, par
value $.001 per share (“Shares”) of Radyne Corporation (“Radyne”)
outstanding as of May 1, 2008, as represented by Radyne in the Merger
Agreement, which Shares consist of (a) 18,808,528 shares issued and
outstanding, and (b) 3,790,844 shares reserved for future issuance
pursuant to Radyne stock options or stock incentive rights granted
pursuant to Radyne stock option
plans.
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þ
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Check
the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its
filing.
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Amount
Previously Paid: $10,213.79
Form
or Registration No.: SC TO
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Filing
Party: Comtech TA Corp. and Comtech Telecommunications Corp.
Date
Filed: May 22, 2008
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o
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Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
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Check
the appropriate boxes below to designate any transactions to which the
statement relates:
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þ
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third-party
tender offer subject to Rule 14d-1.
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o
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issuer
tender offer subject to Rule 13e-4.
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o
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going-private
transaction subject to Rule 13e-3.
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o
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amendment
to Schedule 13D under Rule 13d-2.
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Check
the following box if the filing is a final amendment reporting the results
of the tender offer:
þ
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This
Amendment No. 4 to Tender Offer Statement on Schedule TO (this “Amendment”)
amends and supplements the Tender Offer Statement on Schedule TO originally
filed on May 22, 2008 and amended on June 23, 2008, June 30, 2008, and July 14,
2008 (collectively, the “Schedule TO”) by Comtech TA Corp., a Delaware
corporation (“Purchaser”), and Comtech Telecommunications Corp., a Delaware
corporation (“Comtech”). This Amendment is being filed on behalf of Comtech and
Purchaser.
The
Schedule TO relates to the offer by Purchaser to purchase all issued and
outstanding shares of common stock, par value $.001 per share (“Shares”), of
Radyne Corporation, a Delaware corporation (“Radyne”), at a price of $11.50 per
Share, net to the seller in cash, without interest thereon and less any required
withholding taxes, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated May 22, 2008 (as it may be amended or supplemented from
time to time, the “Offer to Purchase”), and in the related Letter of Transmittal
(as it may be amended or supplemented from time to time, the “Letter of
Transmittal” and, together with the Offer to Purchase, the “Offer”), which are
annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B),
respectively.
Except
as specifically set forth herein, this Amendment does not modify any of the
information previously reported on the Schedule TO. Capitalized terms used but
not defined herein shall have the meanings assigned to such terms in the Offer
to Purchase.
As
permitted by General Instruction F to Schedule TO, the information set forth in
the Schedule TO, as amended by this Amendment, including all appendices,
schedules, exhibits and annexes hereto and thereto, is hereby expressly
incorporated by reference herein in response to Items 1 through 12 of the
Schedule TO. You should read this Amendment together with the Schedule
TO.
Items
1 through 9 and 11.
Items
1 through 9 and 11 of the Schedule TO, which incorporate by reference the
information contained in the Offer, are hereby amended and supplemented as
follows:
On
August 1, 2008, Comtech announced that Purchaser successfully completed its
tender offer to purchase all Shares of Radyne. The tender offer expired at 12:01
a.m., New York City time, on August 1, 2008.
According
to the depositary for the offer, there were tendered and not withdrawn
17,360,213 Shares as of 12:01 a.m., New York City time, on August 1, 2008, and
an additional 621,221 Shares were guaranteed to be delivered within the
next three days. These shares represent approximately 94.4% of the
total outstanding Shares of Radyne.
The
merger of Purchaser and Radyne was consummated effective as of 8:00 a.m., New
York City time, on August 1, 2008 without a meeting of the stockholders of
Radyne in accordance with Delaware's short-form merger statute. As a result of
the merger, each remaining outstanding Share of Radyne was cancelled and
converted into the right to receive $11.50 per Share, net to the seller in cash,
without interest thereon and less any withholding taxes (other than any Shares
held in the treasury of Radyne and each Share owned by Purchaser, Comtech or any
direct or indirect wholly-owned subsidiary of Comtech or of Radyne or any shares
held by Radyne stockholders that perfect their rights to appraisal in accordance
with Delaware law).
The
full text of the press release announcing the results of the Offer and the
consummation of the merger is attached as Exhibit (a)(5)(E) hereto and is
incorporated herein by reference.
Item
12. Exhibits.
Item
12 of the Schedule TO is hereby amended and supplemented to add the following
exhibit:
“(a)(5)(E)
Press Release issued by Comtech, dated August 1, 2008”.
SIGNATURE
After
due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
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Comtech
TA Corp.
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By:
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/s/ M
ICHAEL
D. P
ORCELAIN
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Name:
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Michael
D. Porcelain
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Title:
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Vice
President, Secretary and Treasurer
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Comtech
Telecommunications Corp.
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By:
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Name:
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Fred
Kornberg
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Title:
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Chairman,
Chief Executive Officer and
President
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Dated:
August 1, 2008
EXHIBIT
INDEX
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(a)(1)(A)
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Offer
to Purchase, dated May 22, 2008*
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(a)(1)(B)
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Form
of Letter of Transmittal*
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(a)(1)(C)
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Form
of Notice of Guaranteed Delivery*
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(a)(1)(D)
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Form
of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees*
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(a)(1)(E)
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Form
of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees*
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(a)(1)(F)
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Internal
Revenue Service Form W-9 (Request for Taxpayer Identification Number and
Certification), including instructions for completing the
form*
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(a)(1)(G)
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Press
release issued by Comtech, dated May 12, 2008 (incorporated by reference
to Form 8-K filed by Comtech with the Securities and Exchange
Commission on May 12, 2008)*
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(a)(1)(H)
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Form
of summary advertisement, published May 22, 2008 in The New York
Times*
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(a)(2)
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Not
applicable
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(a)(3)
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Not
applicable
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(a)(4)
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Not
applicable
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(a)(5)(A)
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Questions
and Answers issued by Comtech, dated May 12, 2008 (incorporated by
reference to Form 8-K filed by Comtech with the Securities and
Exchange Commission on May 12, 2008)*
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(a)(5)(B)
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Press
Release issued by Comtech, dated June 23, 2008*
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(a)(5)(C)
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Press
Release issued by Comtech, dated June 30, 2008*
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(a)(5)(D)
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Press
Release issued by Comtech, dated July 14, 2008 (incorporated by reference
to Exhibit 99.1 to the Current Report on Form 8-K filed by Comtech with
the SEC on July 14, 2008)*
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(a)(5)(E)
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Press
Release issued by Comtech, dated August 1, 2008
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(b)
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Not
applicable
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(d)(1)
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Agreement
and Plan of Merger, dated as of May 10, 2008, by and among Radyne, Comtech
and Comtech TA Corp.*
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(d)(2)
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Confidentiality
Agreement, dated as of January 3, 2008, by and between Comtech and
Radyne*
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(d)(3)
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Amendment
to Agreement and Plan of Merger, dated as of July 11, 2008 (incorporated
by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by
Comtech with the SEC on July 14, 2008)*
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(g)
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Not
applicable
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(h)
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Not
applicable
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*
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Previously
filed
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5