FALSE COMTECH TELECOMMUNICATIONS CORP /DE/0000023197 0000023197 2023-12-07 2023-12-07

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

December 7, 2023 |  | 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) |
| (631) 962-7000 |
| (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:
☐ 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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of exchange on which registered
Common Stock, par value $0.10 per share | CMTL | Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.02 Results of Operations and Financial Condition.
On December 7, 2023, Comtech Telecommunications Corp. (the “Company”) issued a shareholder letter announcing its results of operations for its first quarter ended October 31, 2023 and guidance for its second quarter ending January 31, 2024.
A copy of the shareholder letter issued by the Company concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02 (including the exhibit hereto) relating to this announcement shall not be deemed filed under the Securities and Exchange Commission’s rules and regulations and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

Exhibit Number | Description
99.1 | First Quarter Fiscal Year 202 4 Shareholder Letter, dated December 7, 2023 (furnished and not filed herewith solely pursuant to Item 2.02).
104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document)

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: December 7, 2023
By: /s/ Michael A. Bondi
Name: Michael A. Bondi
Title: Chief Financial Officer