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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
COMTECH TELECOMMUNICATIONS CORP.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
205826209
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(CUSIP Number)
Edward I. Tishelman, co/o Hartman & Craven LLP, 460 Park Avenue, NY, NY 10022
(212) 836-4940
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 9, 1998
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(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 subject of this Schedule 13D, and is filing this
statement 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).
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SCHEDULE 13D
CUSIP No. 205826209 Page 2 of 5 Pages
1. Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Gary Gelman
2. Check the Appropriate Box if a Member of a Group (a) / /
(b) / /
3. SEC Use Only
4. Source of Funds
PF - Personal Funds
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization
United States
7. Sole Voting Power
193,150
Number of
Shares 8. Shared Voting Power
Beneficially 193,150
Owned By
Reporting 9. Sole Dispositive Power
Person 193,150
With
10. Shared Dispositive Power
-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
193,150
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* / /
13. Percent of Class Represented by Amount in Row (11)
7.29%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Page 3 of 5
Item 1. Security and Issuer
This report is being filed with respect to the acquisition of
shares of common stock (the "Stock") of Comtech Telecommunications Corp., a
Delaware corporation (the "Company").
Item 2. Identity and Background
This statement is being filed by Mr. Gelman, a United States
citizen whose business address is c/o American Claims Evaluation, Inc., One
Jericho Plaza, Jericho, New York 11753. Mr. Gelman's principal occupation is as
Chairman of the Board, President, Chief Executive and Chief Operating Officer of
American Claims Evaluation, Inc., whose principal business is rendering services
in the vocational rehabilitation of persons involved in workmen's compensation
disabilities. Mr. Geman is also Chairman of the Board of Directors of Misonix,
Inc., a New York corporation, engaged in the development, manufacture and/or
marketing of medical, scientific and industrial ultrasonic and air pollution
control systems.
Mr. Gelman has not, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The source of funds used was personal funds of the reporting
person.
Item 4. Purpose of Transaction
(a) The undersigned purchased the shares of Stock for
investment. The undersigned may, at any time or from
time to time, acquire additional shares of Stock, and
expressly reserves the right, at any time or from
time to time, to dispose of any or all of his shares
of Stock.
(b)-(j) Not Applicable.
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Page 4 of 5
Item 5. Interest in Securities of the Issuer
(a) The aggregate number of the Company's shares of Stock
beneficially owned by the undersigned on the close of
business on the date set forth on the cover was
193,150, approximately 7.29% of the shares
outstanding on that date, based upon the 2,650,404
shares of Stock reported by the Company to be issued
and outstanding on its report on Form 10-Q for the
period ended April 30, 1997.
(b) Number of Shares as to which, on the date referred to
on the cover the undersigned had:
(i) sole power to vote or to direct the vote
................................ 193,150
(ii) shared power to vote or to direct the vote
................................ ---
(iii) sole power to dispose or to direct the
disposition of ................. 193,150
(iv) shared power to dispose or to direct the
disposition of ................. ---
(c) Other than as described hereinafter, there were no
transactions in the Company's shares effected by the
undersigned during the sixty day period preceding the
date set forth on the cover.
Shares Purchased Date Price Per Share
---------------- ---- ---------------
3,000 12/01/97 $4.53125
1,000 12/03/97 4.40625
5,000 12/08/97 4.3125
6,500 12/09/97 4.21875
1,000 12/15/97 4.40625
3,500 12/16/97 4.40625
2,000 12/24/97 4.35
3,500 12/30/97 4.3125
2,000 01/09/98 4.35
Total 27,500
(d) Not applicable.
(e) Not applicable.
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Page 5 of 5
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.
Dated: January 13, 1998
/s/GARY GELMAN
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Gary Gelman
