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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
(Amendment No. 2)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended Commission File
December 31, 1998 Number 0-11685
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RADYNE COMSTREAM INC.
(Exact name of Registrant as specified in its charter)
NEW YORK 11-2569467
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3138 East Elwood Street, Phoenix, Arizona 85034
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number including area code: (602) 437-9620
Securities Registered Under Section 12(b) of the Exchange Act: None
Securities Registered Under Section 12(g) of the Exchange Act:
Common Stock, $.002 Par Value
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes _X_ No____
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates
(deemed by the registrant to be persons, along with members of their families,
known to the registrant to beneficially own, exclusive of shares subject to
options, less than 5% of the outstanding shares of the registrant's common
stock) of the registrant as of March 22, 1999 was approximately $1,877,000
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15 (d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a Court. Yes _X_ No____
As of March 22, 1999, there were 5,932,346 shares of the registrant's
common stock outstanding.
<PAGE>
EXPLANATORY NOTE
This Amendment No. 2 on Form 10-K/A to the Annual Report on Form 10-K of
Radyne ComStream Inc. amends and restates in its entirety Exhibit 23.2.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
RADYNE COMSTREAM INC.
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(Registrant)
By: /s/ Robert C. Fitting
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Robert C. Fitting, Chief Executive
Officer and President
Dated: August 26 , 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
------ ------- ------
<S> <C> <C>
/s/ Lim Ming Seong Chairman of the Board of Directors August 26 , 1999
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Lim Ming Seong
/s/ Robert C. Fitting Chief Executive Officer, President August 26 , 1999
- -------------------------------- and Director
Robert C. Fitting
/s/ Garry D. Kline Vice President, Finance August 26 , 1999
- -------------------------------- (Principal Financial and
Garry D. Kline Accounting Officer)
/s/ Robert A. Grimes Director August 26 , 1999
- --------------------------------
Robert A. Grimes
/s/ Lee Yip Loi Director August 26 , 1999
- --------------------------------
Lee Yip Loi
/s/ Dennis Elliot Director August 26, 1999
- --------------------------------
Dennis Elliot
</TABLE>
EXHIBIT INDEX
Exhibit Number Description
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23.2 Consent of Deloitte & Touche LLP
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement Nos.
333-67469 and 333-23159 of Radyne ComStream Inc. (formerly Radyne Corp.) on Form
S-8 of our report dated February 4, 1998, appearing in this Annual Report on
Form 10-K/A of Radyne ComStream Inc. for the year ended December 31, 1998.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Phoenix, Arizona
August 25, 1999
