UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
______________________
comtech_logoxfullxcolorxlia.jpg

(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)

305 N 54th Street
Chandler, AZ 85226
(480) 333-2200
(Name, address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Comtech Telecommunications Corp. 2023 Equity and Incentive Plan, as amended
(Full Title of the Plans)

Kenneth H. Traub
Chairman of the Board, President and Chief Executive Officer
Comtech Telecommunications Corp.
305 N 54th Street
Chandler, AZ 85226
(480) 333-2200
(Address, including zip code, and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
☐
Accelerated filer
☒
Non-accelerated filer
☐
Smaller reporting company
☐
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 7(a)(2)(B) of the Securities Act. ☐




EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) is filed by Comtech Telecommunications Corp., a Delaware Corporation (the “Registrant”), for the purpose of registering 2,195,000 shares of common stock, par value $0.10 per share (the “Common Stock”), of the Registrant that may be issued under the Comtech Telecommunications Corp. 2023 Equity and Incentive Plan (the “Plan”), which shares of Common Stock are in addition to the shares of Common Stock registered on the Registrant’s Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) on December 18, 2023 (File No. 333-276126) (the “Prior Form S-8”).

This Registration on Form S-8 relates to securities of the same class as that to which the Prior Form S-8 relates, and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Form S-8, to the extent relating to the registration of Common Stock issuable under the Plan, are incorporated herein by reference and made part of this Registration Statement on Form S-8, except as amended hereby.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Commission (excluding any portions of such documents that have been “furnished” but “not filed”) by the Registrant pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference into this Registration Statement:

•the Registrant’s Annual Report on Form 10-K for the fiscal year ended July 31, 2024, filed with the Commission on October 30, 2024;

•the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2024, filed with the Commission on January 13, 2025;


•the description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form S-3, filed with the Commission on July 13, 2022, and any other amendment or report filed for the purpose of updating such description, including Exhibit 4(a)(ii) to the Registrant’s Annual Report on Form 10-K, filed with the Commission on October 30, 2024.

In addition, all documents subsequently filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such document. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Notwithstanding the foregoing, unless specifically stated to the contrary, none of the information disclosed by the Registrant under Items 2.02 or 7.01 of any Current Report on Form 8-K, including the related exhibits under Item 9.01, that the Registrant may from time to time furnish to the Commission will be incorporated by reference into, or otherwise included in, this Registration Statement.



Item 8. Exhibits.

The following exhibits are filed as part of this Registration Statement:
Exhibit Number
DescriptionIncorporation by ReferenceFiled
Furnished Herewith
FormFile No.Exhibit(s)Filing Date
X
X
X
24.1Powers of Attorney (included on signature page of the Registration Statement)X
X





SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chandler, Arizona on January 22, 2025.


COMTECH TELECOMMUNICATIONS CORP.
By:    /s/ Kenneth H. Traub    
Kenneth H. Traub
Chairman of the Board, President and Chief Executive Officer


POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below hereby constitutes and appoints Kenneth H. Traub and Michael A. Bondi, or any of them individually, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for and in such person’s name, place and stead, in the capacities indicated below, to sign this Registration Statement on Form S-8 and any and all amendments (including post-effective amendments) thereto, and to file or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might, or could, do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be executed in counterparts.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

SignatureTitleDate
/s/ Kenneth H. Traub
Kenneth H. Traub
Chairman of the Board,
President and Chief Executive Officer (Principal Executive Officer)		January 22, 2025
/s/ Michael A. Bondi     
Michael A. Bondi
Chief Financial Officer
(Principal Financial and
Accounting Officer)		January 22, 2025
/s/ Wendi B. Carpenter     
Wendi B. Carpenter
DirectorJanuary 22, 2025
/s/ Bruce T. Crawford     
Bruce T. Crawford
DirectorJanuary 22, 2025
/s/ Michael J. Hildebrandt     
Michael J. Hildebrandt
DirectorJanuary 22, 2025
/s/ Mark R. Quinlan
Mark R. Quinlan
DirectorJanuary 22, 2025
/s/ Lawrence J. Waldman
Lawrence J. Waldman
DirectorJanuary 22, 2025

Exhibit 107
Calculation of Filing Fee Tables

Form S-8
(Form Type)

Comtech Telecommunications Corp.
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security TypeSecurity Class TitleFee Calculation Rule
Amount Registered (1)
Proposed Maximum Offering Price Per Share
Maximum
Aggregate
 Offering Price (2)
Fee RateAmount of Registration Fee
Equity (3)Common Stock, $0.10 par value per share457(c) and 457(h)2,195,000$2.59$5,685,050.00015310$870.38 
Total Offering Amounts$870.38 
Total Fees Previously Paid$— 
Total Fee Offsets (4)$870.38 
Net Fee Due$— 

Table 2: Fee Offset Claims and Sources
Registrant or Filer NameForm or Filing TypeFile NumberInitial Filing DateFiling DateFee Offset ClaimedSecurity Type Associated with Fee Offset ClaimedSecurity Title Associated with Fee Offset ClaimedUnsold Securities Associated with Fee Offset ClaimedUnsold Aggregate Offering Amount Associated with Fee Offset ClaimedFee Paid with Fee Offset Source
Rule 457(p)
Fee Offset ClaimsComtech Telecommunications Corp.S-4333-236840March 2, 2020-$870.38(4)----
Fee Offset SourcesComtech Telecommunications Corp.S-4333-236840-March 2, 2020-----$18,400

(1)
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock that may become issuable as a result of stock splits, stock dividends, recapitalization or other similar transactions.
(2)Amount of Registration Fee, estimated based on $2.59, the average of the high and low prices of the shares of the Registrant’s Common Stock on The Nasdaq Global Select Market on January 16, 2025 (such date being within five business days of the date that this registration statement was first filed with the Securities and Exchange Commission, in accordance with Rule 457(c) and 457(h) of the Securities Act).
(3)Amount registered represents shares of the Registrant's Common Stock which shall become available for issuance under the Comtech Telecommunications Corp. 2023 Equity and Incentive Plan, as amended.
(4)A filing fee of $18,400 was previously paid in connection with the Registrant’s March 2, 2020 filing of a registration statement on Form S-4 (File No. 333-236840), which filing was subsequently withdrawn on October 15, 2020. In accordance with Rule 457(p) of the Securities Act, such previously paid filing fee will offset the filing fee of $870.38 currently due pursuant to this registration statement.

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SIDLEY AUSTIN LLP
ONE SOUTH DEARBORN STREET
CHICAGO, IL 60603
+1 312 853 7000
+1 312 853 7036


AMERICA ASIA PACIFIC EUROPE







January 22, 2025

Comtech Telecommunications Corp.
305 N 54th Street
Chandler, AZ 85226

Re: 2,195,000 shares of common stock, $0.10 par value per share

Ladies and Gentlemen:

We refer to the Registration Statement on Form S-8 (the “Registration Statement”) being filed by Comtech Telecommunications Corp., a Delaware corporation (the “Company”), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 2,195,000 shares of common stock, $0.10 par value per share (the “Common Stock”), of the Company which may be issued under the Comtech Telecommunications Corp. 2023 Equity and Incentive Plan, as amended (the “Plan”, and the shares of Common Stock to be registered under the Registration Statement, the “Registered Shares”).

This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

We have examined the Registration Statement, the Company’s Restated Certificate of Incorporation, as amended, the Company’s Third Amended and Restated Bylaws, the Plan, the resolutions adopted by the board of directors of the Company relating to the Registration Statement and the Plan and the proposal adopted by the stockholders of the Company relating to the Plan at the Company’s Annual Meeting of Stockholders held on January 13, 2025. We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of the Company and other corporate documents and instruments, and have examined such questions of law, as we have considered relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all persons and the conformity with the original documents of any copies thereof submitted to us for examination. As to facts relevant to the opinions expressed herein, we have relied without independent investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral and written statements and representations of public officials and officers and other representatives of the Company.
Sidley Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships.


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Comtech Telecommunications Corp.
January 22, 2025
Page 2

Based on the foregoing, we are of the opinion that each Registered Share that is newly issued pursuant to the Plan will be validly issued, fully paid and non-assessable when: (i) the Registration Statement, as finally amended, shall have become effective under the Securities Act; (ii) such Registered Share shall have been duly issued and delivered in accordance with the Plan; and (iii) a certificate representing such Registered Share shall have been duly executed, countersigned and registered and duly delivered to the person entitled thereto against payment of the agreed consideration therefor in an amount not less than the par value thereof or, if any such Registered Share is to be issued in uncertificated form, the Company’s books shall reflect the issuance of such Registered Share to the person entitled thereto against payment of the agreed consideration therefor in an amount not less than the par value thereof, all in accordance with the Plan.

This opinion letter is limited to the General Corporation Law of the State of Delaware. We express no opinion as to the laws, rules or regulations of any other jurisdiction, including, without limitation, the federal laws of the United States of America or any state securities or blue sky laws.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to all references to our Firm included in or made a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

                    
                        Very truly yours,

                     /s/ Sidley Austin LLP


                        Sidley Austin LLP



Exhibit 23.1




CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated October 30, 2024, relating to the consolidated financial statements of Comtech Telecommunications Corp. and the effectiveness of Comtech Telecommunications Corp.'s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Comtech Telecommunications Corp. for the year ended July 31, 2024.


/s/ DELOITTE & TOUCHE LLP

Jericho, New York
January 22, 2025










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