<PAGE>
OMB APPROVAL
---------------------------
OMB Number: 3235-0145
Expires: August 31, 1991
Estimated average burden
hours per response....14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
COMTECH TELECOMMUNICATIONS CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK OF PAR $.10 PER SHARE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
205826 209
----------------------------------------
(CUSIP Number)
GAIL SEGUI 105 BAYLIS ROAD, MELVILLE, NEW YORK 11747 (516) 777-8900
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JANUARY 20, 1993
----------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [_]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
SCHEDULE 13D
[CUSIP No. 205826 209 ] Page 1 of 3 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fred Kornberg ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(E) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
109,053
NUMBER OF ------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 109,053
WITH ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
133,053 (includes right to acquire 24,000)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
<PAGE>
AMENDMENT NO. 1
TO
SCHEDULE 13D
The information provided below represents amendments or additions to the
information provided in the Schedule 13D previously filed by Mr. Kornberg. The
purpose of this Amendment No. 1 is to report the acquisition by Mr. Kornberg of
the beneficial ownership of certain additional shares of common stock.
ITEM 2. IDENTITY AND BACKGROUND
(b) 105 Baylis Road, Melville, New York 11747
(c) President and Chief Executive Officer
Comtech Telecommunications Corp., Melville, New York.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate purchase price for the 50,000 shares the acquisition of which
is reported in this Amendment No. 1 was $25,000.00. The source of the purchase
price was the personal funds of Mr. Kornberg.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) See page 2 of cover page.
(b) See page 2 of cover page.
(c) Purchased on 1/20/93 by Fred Kornberg of 50,000 shares of common stock $.l0
par value, at the purchase price of $.50 per share. These shares were
issued to Mr. Kornberg by the Company from authorized and unissued stock.
Reference is made to the information provided below in response to Item 6
for a further discussion of this transaction.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
On August 20, 1992, the Company and Mr. Kornberg entered into an amended
and restated ("Employment Agreement") which provided, among other things, for
the sale of 50,000 shares of the Company's common stock to Mr. Kornberg for a
purchase price of $.50 per share, subject to stockholder approval at the
Company's next annual meeting of stockholders. At the annual meeting held on
January 20, 1993, the Company's stockholders approved the sale, and the Company
issued 50,000 shares to Mr. Kornberg in exchange for the aggregate purchase
price of $25,000. Pursuant to his Employment Agreement,
<PAGE>
AMENDMENT NO. 1
TO
SCHEDULE 13D (CONTINUED)
Mr. Kornberg is obligated to forfeit these shares to the Company without
consideration if (i) he voluntarily terminates his employment with the Company
prior to August 1, 1997, the date on which the Employment Agreement expires (the
"Termination Date"), except that Mr. Kornberg may terminate his employment
without forfeiting the shares after a Change in Control (as defined in the
Employment Agreement) of the Company, or (ii) the Company terminates his
employment prior to the Termination Date for cause.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Employment Agreement between the Company and Fred Kornberg dated August 20,
1992, incorporated by reference to Comtech Telecommunication Corp's annual Form
10-K for the year ended 7/31/92, exhibit number 10 (b).
SIGNATURE
After reasonable 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.
2/1/93 /s/ Fred Kornberg
- -------------------- -------------------------------
Date Signature
Fred Kornberg
-------------------------------
Name
