RADYNE COMSTREAM INC
8-K, 2000-02-08
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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) : February 7, 2000

                              RADYNE COMSTREAM INC.
             (Exact name of registrant as specified in its charter)


         New York                     0-11685-NY                11-2569467
State or other jurisdiction         (Commission File            (IRS Employer
of incorporation)                       Number)              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

<PAGE>




Item 5.  Other Events.

     Radyne  ComStream Inc. has commenced an offering of 2,400,000  units,  each
unit  consisting  of one share of common  stock and one warrant to purchase  one
share of common  stock at a price of $7.00 per unit.  As of  February  8,  2000,
Radyne  ComStream's  common stock and warrants will trade on the Nasdaq SmallCap
Market under the symbols RADN and RADNW, respectively.  The units will not trade
as such. All of the units offered are being sold by Radyne ComStream.

     The  offering  is being  managed by HD Brous & Co.,  Inc.  The  Company has
granted the underwriters an option to purchase up to an additional 360,000 units
at the public offering price,  less an  underwriting  discount,  solely to cover
over-allotments.

     A registration  statement  relating to these securities was filed with, and
declared  effective by the  Securities and Exchange  Commission.  This shall not
constitute an offer to sell or a solicitation of an offer to buy nor shall there
be any sale of these  securities in any state in which such offer,  solicitation
or sale would be  unlawful  prior to  registration  or  qualification  under the
securities laws of such state.

     A copy of the  Prospectus  relating to the offering may be obtained from HD
Brous & Co., Inc., 2700 N. Central Avenue,  Suite 1250, Phoenix,  Arizona 95004,
when available. The registration statement can also be viewed on the Internet at
http://www.sec.gov.


                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Dated:   February 7, 2000

                                                   RADYNE COMSTREAM INC.
                                               ----------------------------
                                                       (Registrant)

                                               By:   /s/ Robert C. Fitting
                                                     --------------------------
                                               Title:   Chief Executive Officer




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