UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE TO
Tender
Offer Statement under Section 14(d)(1) or 13(e)(1)
of
the Securities Exchange Act of 1934
(Amendment
No. 3)
Radyne
Corporation
(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)
750611402
(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
|
Transaction
Valuation*
|
|
Amount
of Filing Fee*
|
|
$259,892,778
|
|
$10,213.79
|
|
*
|
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.
|
|
þ
|
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.
|
|
Amount Previously Paid: $10,213.79
|
Filing
Party: Comtech TA Corp. and Comtech
Telecommunications
Corp.
|
|
Form or Registration No.: SC TO
|
Date
Filed: May 22, 2008
|
|
¨
|
Check
the box if the filing relates solely to preliminary communications
made
before the commencement of a tender offer.
|
Check
the
appropriate boxes below to designate any transactions to which the statement
relates:
|
þ
|
third-party
tender offer subject to Rule 14d-1.
|
|
¨
|
issuer
tender offer subject to Rule 13e-4.
|
|
¨
|
going-private
transaction subject to Rule 13e-3.
|
|
¨
|
amendment
to Schedule 13D under Rule 13d-2.
|
Check
the
following box if the filing is a final amendment reporting the results of the
tender offer:
¨
This
Amendment No. 3 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 and June 30, 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
July
14, 2008, Comtech announced that Purchaser has extended the expiration for
its
tender offer to purchase all issued and outstanding shares of common stock,
par
value $.001 per share, of Radyne, at a price of $11.50 per Share, to 12:01
a.m.,
New York City time, on Friday, August 1, 2008. Based on a preliminary count
by
the depositary for the tender offer, as of the close of business on July 11,
2008, a total of 11,544,691 Shares, which represent approximately 61% of the
Shares subject to the tender offer, have been tendered and not withdrawn
pursuant to the tender.
Comtech,
Purchaser and Radyne also announced that they amended the Agreement and Plan
of
Merger, dated May 10, 2008 (the “Merger Agreement”) to establish August 1, 2008
as the expiration date of the tender offer and to provide, among other things,
that Comtech will be required to purchase shares at the expiration date of
the
tender offer even if there has been a material adverse effect at Radyne in
the
period between July 11, 2008 and the expiration of the tender offer. All other
terms and conditions of the tender offer remain the same, as set forth in the
Offer to Purchase filed with the United States Securities and Exchange
Commission on May 22, 2008. The foregoing description of the Amendment does
not
purport to be complete and is qualified in its entirety by reference to the
Amendment, which is incorporated herein by reference to Exhibit (d)(3) to this
Amendment No.3.
The
full
text of the press release announcing the extension of the Offer and the
Amendment is attached as Exhibit (a)(5)(D) 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
exhibits:
|
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(a)(5)(D)
|
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)
|
|
|
(d)(3)
|
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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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:
|
/s/ M
ICHAEL
D.
P
ORCELAIN
|
|
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Name:
Michael D. Porcelain
|
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Title:
Vice President, Secretary and Treasurer
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Comtech
Telecommunications Corp.
|
|
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By:
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/s/ F
RED
K
ORNBERG
|
|
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Name: Fred
Kornberg
|
|
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Title:
Chairman, Chief Executive Officer and
President
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Dated:
July 14, 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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|
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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)
|
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)
|
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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|
|
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(a)(4)
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Not
applicable
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(a)(5)(A)
|
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)
|
Press
Release issued by Comtech, dated June 23, 2008*
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|
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(a)(5)(C)
|
Press
Release issued by Comtech, dated June 30, 2008*
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(a)(5)(D)
|
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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(b)
|
Not
applicable
|
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(d)(1)
|
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)
|
Confidentiality
Agreement, dated as of January 3, 2008, by and between Comtech and
Radyne*
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(d)(3)
|
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)
|
Not
applicable
|
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(h)
|
Not
applicable
|
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