UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): January 29, 2020
(Exact name of registrant as specified
in its charter)
Delaware
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0-7928
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11-2139466
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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68 South Service Road, Suite 230
Melville, New York 11747
(Address of principal executive offices,
including 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 (see General Instruction
A.2. below):
x
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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Common Stock, par value $0.10 per share
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CMTL
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NASDAQ Stock Market LLC
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Series A Junior Participating Cumulative Preferred
Stock, par value $0.10 per share
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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).
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 7.01 Regulation FD Disclosure.
On January 29, 2020, Comtech Telecommunications
Corp., a Delaware corporation (“Comtech”), entered into an Agreement and Plan of Merger (the “Merger Agreement”)
with Gilat Satellite Networks Ltd., a company organized under the laws of the State of Israel (“Gilat”), and Convoy
Ltd., a company organized under the laws of the State of Israel and a wholly owned subsidiary of Comtech (“Merger Sub”).
The Merger Agreement provides for, among other things, the merger of Merger Sub with and into Gilat, with Gilat continuing as the
surviving corporation (the “Merger”).
Subject to the terms and conditions of
the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each ordinary share of Gilat, nominal
value NIS 0.20 per share, issued and outstanding immediately prior to the Effective Time will be converted into the right to receive
(i) $7.18 in cash, without interest, and (ii) 0.08425 of a share of Comtech common stock, par value $0.10 per share (“Comtech
Common Stock”), with cash payable in lieu of fractional shares of Comtech Common Stock.
Comtech prepared an investor presentation
with respect to the contemplated Merger. A copy of the investor presentation is furnished as Exhibit 99.1 to this Current Report
on Form 8-K. Such investor presentation shall not be deemed “filed” for any purpose, including for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that Section. The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed incorporated by
reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation
language in such filing.
Item 8.01. Other Events.
On January 29, 2020, Comtech and Gilat
issued a joint press release announcing the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.2 and
is incorporated herein by reference.
On January 29, 2020, the document attached hereto as Exhibit 99.3 was disseminated by Comtech in connection with the Merger.
Additional Information and Where to
Find It
This current report is being made in
respect of a proposed business combination involving Comtech and Gilat. This current report does not constitute an offer to
sell or the solicitation of an offer to buy or subscribe for any securities or a solicitation of any vote or approval nor
shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The proposed
transaction will be submitted to the shareholders of Gilat for their consideration. Comtech intends to file with the U.S.
Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 that will include a
preliminary prospectus with respect to Comtech’s common stock to be issued in the proposed transaction and a proxy
statement of Gilat in connection with the Merger of an indirect subsidiary of Comtech with and into Gilat, with Gilat
surviving. The information in the preliminary proxy statement/prospectus is not complete and may be changed. Comtech may not
sell the common stock referenced in the proxy statement/prospectus until the Registration Statement on Form S-4 becomes
effective. The proxy statement/prospectus will be provided to Gilat shareholders. Comtech and Gilat also plan to file other
documents with the SEC regarding the proposed transaction.
This current report is not a substitute
for any prospectus, proxy statement or any other document that Comtech or Gilat may file with the SEC in connection with the proposed
transaction. Investors and security holders of Comtech and Gilat are urged to read the proxy statement/prospectus and any other
relevant documents that will be filed with the SEC carefully and in their entirety when they become available because they will
contain important information about the proposed transaction.
You may obtain copies of all documents
filed with the SEC regarding this transaction, free of charge, at the SEC’s website (www.sec.gov). In
addition, investors and security holders will be able to obtain a free copy of the
proxy statement/prospectus (when they become available) and other documents filed with the SEC by Comtech on Comtech’s Investor
Relations page on Comtech’s web site at www.comtechtel.com or by writing
to Comtech, Investor Relations, (for documents filed with the SEC by Comtech), or by Gilat on Gilat’s Investor Relations
page on Gilat’s web site at www.Gilat.com or by writing to Gilat, Investor Relations, (for documents filed with the
SEC by Gilat).
Comtech and Gilat and their respective
directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation
of proxies in respect of the proposed transaction. Information about Comtech’s directors and executive officers is available
in Comtech’s proxy statement for its 2019 Annual Meeting of Stockholders filed with the SEC on November 15, 2019. Information
about directors and executive officers of Gilat is available in its Annual Report on Form 20-F for the year ended December 31,
2018 filed with the SEC on March 18, 2019. Other information regarding the participants in the proxy solicitation and a description
of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus
and other relevant materials to be filed with the SEC regarding the Merger when they become available. Investors should read the
proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain
free copies of these documents from Comtech or Gilat using the sources indicated above.
Cautionary Statement Regarding Forward-Looking
Statements
Certain information in this Current Report
on Form 8-K (and the exhibits hereto) 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. Forward-looking statements could be affected by factors including, without limitation: risks associated with the ability
to consummate the proposed transaction and the timing of the closing of the proposed transaction or the occurrence of any event,
change or circumstance that could give rise to the termination of the merger agreement; the risk that requisite regulatory approvals
will not be obtained; the possibility that the expected synergies from the proposed transaction or other recent acquisitions will
not be fully realized, or will not be realized within the anticipated time periods; the risk that Comtech’s and Gilat’s
businesses will not be integrated successfully; the possibility of disruption from the proposed transaction or other recent acquisitions
making it more difficult to maintain business and operational relationships or retain key personnel; the risk that Comtech will
be unsuccessful in implementing a tactical shift in its Government Solutions segment away from bidding on large commodity service
contracts and toward pursuing contracts for its niche products with higher margins; the risks associated with Comtech’s
ongoing evaluation and repositioning of its location technologies solutions offering in its Commercial Solutions segment; the
nature and timing of receipt of, and Comtech’s performance on, new or existing orders that can cause significant fluctuations
in net sales and operating results; the timing and funding of government contracts; adjustments to gross profits on long-term
contracts; risks associated with international sales; rapid technological change; evolving industry standards; new product announcements
and enhancements, including the risks associated with Comtech's launch of its HeightsTM Networking Platform;
changing customer demands and or procurement strategies; changes in prevailing economic and political conditions; changes in the
price of oil in global markets; changes in foreign currency exchange rates; risks associated with legal proceedings, customer
claims for indemnification and other similar matters; risks associated with Comtech's obligations under its Credit Facility; risks
associated with large contracts; the impact of H.R.1, also known as the Tax Cuts and Jobs Act, which was enacted in December 2017
in the U.S.; and other factors described in this and Comtech's and Gilat’s other filings with the SEC. Neither Comtech nor
Gilat undertakes any duty to update any forward-looking statements contained herein.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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COMTECH TELECOMMUNICATIONS CORP.
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Date: January 29, 2020
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By:
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/s/ Michael D. Porcelain
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Name:
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Michael D. Porcelain
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Title:
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President and Chief Operating Officer
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