- Filing of certain prospectuses and communications in connection with business combination transactions (425)
August 02 2010 - 4:23PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported):
August 2,
2010
CPI
INTERNATIONAL, INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
|
|
000-51928
|
|
75-3142681
|
(State
or Other Jurisdiction
of
Incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification
No.)
|
|
|
|
|
|
811
Hansen Way, Palo Alto, CA
|
|
94303-1110
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
|
Registrant's
telephone number, including area code:
(650)
846-2900
|
|
N/A
|
(Former
Name or Former Address, if Changed Since Last
Report)
|
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.):
T
Written communications
pursuant to Rule 425 under the Securities Act
(17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the
Exchange
Act (17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the
Exchange
Act (7 CFR 240.13e-4(c))
Item
8.01. Other Events.
On August
2, 2010, CPI International, Inc. (“CPI”) and Comtech Telecommunications Corp.
(“Comtech”) issued a joint press release announcing that, on the same day, they
each received a request for additional information (commonly referred to as a
“second request”) from the Antitrust Division of the United States Department of
Justice under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, with respect to the previously announced merger contemplated by the
Agreement and Plan of Merger, dated as of May 8, 2010, by and among CPI, Angels
Acquisition Corp. and Comtech. The joint press release announcing the receipt of
the second request is filed herewith as Exhibit 99.1 and incorporated by
reference herein.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
99.1
Joint
press release of CPI International, Inc. and Comtech Telecommunications Corp.
dated August 2, 2010
Pursuant
to the requirements of Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
CPI
INTERNATIONAL, INC.
(Registrant)
Date:
August 2,
2010 By:
/s/ Joel A.
Littman
Joel A. Littman
Chief Financial Officer
EXHIBIT INDEX
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Exhibit
No.
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|
Description
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|
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99.1
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Joint
press release of CPI International, Inc. and Comtech Telecommunications
Corp. dated August 2, 2010
|
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