Comtech Telecommunications Corp 8-K, filed Oct 5, 2020
Comtech Telecommunications Corp (CMTL)
8-K
2020-10-05
For: 2020-10-03
View Original
Added on
April 06, 2026
About this 8-K
Comtech Telecommunications Corp filed this 8-K on October 5, 2020, reporting on events of October 3, 2020.
Items reported
- Item 1.02: Ended a material agreement
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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).
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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 1.02 Termination of a Material Definitive Agreement.
On October 5, 2020, Comtech Telecommunications Corp. (“Comtech”) and Gilat Satellite Networks Ltd. (“Gilat”) announced that they have terminated the Agreement and Plan of Merger, dated as of January 29, 2020 (the “Merger Agreement”), by and among Comtech, Gilat, and Convoy Ltd., a wholly owned subsidiary of Comtech, and settled all pending litigation in the Delaware Court of Chancery in respect of the Merger Agreement and the transactions contemplated thereby. In connection with the termination of the Merger Agreement, Comtech has agreed to make a payment of $70.0 million to Gilat.
Item 8.01 Other Events.
On October 5, 2020, Comtech and Gilat issued a joint press release announcing the termination of the Merger Agreement and the settlement of all pending litigation in respect thereof. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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: October 5, 2020
By: /s/ Michael A. Bondi
Name: Michael A. Bondi
Title: Chief Financial Officer
Name: Michael A. Bondi
Title: Chief Financial Officer
Exhibit 99.1
COMTECH TELECOMMUNICATIONS CORP. AND GILAT SATELLITE NETWORKS LTD.
TERMINATE MERGER AGREEMENT AND SETTLE LITIGATION
Melville, N.Y., and Petah Tikva, Israel - October 5, 2020 - Comtech Telecommunications Corp. (NASDAQ: CMTL) (“Comtech”) and Gilat Satellite Networks Ltd. (Nasdaq: GILT; TASE: GILT) (“Gilat”) announced today that the companies have agreed to terminate the merger agreement first announced on January 29, 2020 and have settled all pending litigation in the Delaware Court of Chancery. In connection with the termination and settlement agreement, Comtech has agreed to make a payment of $70.0 million to Gilat.
The merger termination and the settlement agreement have been approved by each company’s board of directors and are effective immediately. The settlement calls for dismissal of the litigation, with prejudice. The trial of the litigation which was scheduled to begin today in Delaware Chancery Court was accordingly cancelled.
In a joint statement, Fred Kornberg, Comtech’s Chairman and Chief Executive Officer, and Dov Baharav, Chairman of the Board of Gilat, said “While we both believed from the outset that the merger of these two great companies was a perfect marriage, the COVID-19 pandemic made the timing of the combination particularly challenging. We concluded, that under current conditions, the settlement is the best path forward for both companies and their respective stakeholders.”
About Comtech
Comtech Telecommunications Corp. designs, develops, produces and markets innovative products, systems and services for advanced communications solutions. The company sells products to a diverse customer base in the global commercial and government communications markets.
About Gilat
Gilat Satellite Networks Ltd. (NASDAQ: GILT, TASE: GILT) is a leading global provider of satellite-based broadband communications. With 30 years of experience, we design and manufacture cutting-edge ground segment equipment, and provide comprehensive solutions and end-to-end services, powered by our innovative technology. Delivering high value competitive solutions, our portfolio comprises of a cloud based VSAT network platform, high-speed modems, high performance on-the-move antennas and high efficiency, high power Solid State Amplifiers (SSPA) and Block Upconverters (BUC).
Gilat’s comprehensive solutions support multiple applications with a full portfolio of products to address key applications including broadband access, cellular backhaul, enterprise, in-flight connectivity, maritime, trains, defense and public safety, all while meeting the most stringent service level requirements. Gilat controlling shareholders are the FIMI Private Equity Funds. For more information, please visit: www.gilat.com
Forward-Looking Statements
Certain information in this presentation contains forward-looking statements, including, but not limited to, information relating to Comtech’s and Gilat’s future performance and financial condition, plans and objectives of Comtech's management and Gilat’s management and Comtech's and Gilat’s assumptions regarding such future performance, financial condition and plans and objectives that involve certain significant known and unknown risks and uncertainties and other factors not under Comtech's or Gilat’s control which may cause their actual results, future performance and financial condition, and achievement of plans and objectives of Comtech's management and Gilat’s management to be materially different from the results, performance or other expectations implied by these forward-looking statements. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature.
PCMTL
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Media or Investor Relation Contact For Gilat Satellite Networks
Doreet Oren, Director Corporate Communications
DorretO@gilat.com
Media or Investor Relations Contact for Comtech Telecommunications Corp.
Michael D. Porcelain, President and Chief Operating Officer
631-962-7000
info@comtechtel.com