COMTECH TELECOMMUNICATIONS CORP /DE/ — Regulatory Filings 2006

Dec 11, 2006

NT 10-Q 1 d70125_nt10-q.htm NOTIFICATION OF LATE FILING

| UNITED
STATES |
| --- |
| SECURITIES
AND EXCHANGE COMMISSION |
| Washington,
D.C. 20549 |
| SEC
FILE NUMBER 0-7928 |
| FORM
12b-25 |
| CUSIP NUMBER 205826 209 |
| NOTIFICATION
OF LATE FILING |

( Check one ):
o Form N-CSR
For Period Ended: October 31,
2006
o Transition Report on Form 10-K
o Transition Report on Form 20-F
o Transition Report on Form 11-K
o Transition Report on Form 10-Q
o Transition Report on Form N-SAR
For the Transition Period
Ended:

| Read
Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall
be construed to imply that the Commission has verified any information
contained herein. |
| --- |
| If the
notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates: |
| PART I — REGISTRANT INFORMATION |
| Comtech Telecommunications Corp. |
| Full Name of
Registrant |
| Former Name if
Applicable |
| 68 South Service Road, Suite 230 |
| Address of
Principal Executive Office (Street and Number) |
| Melville, New York 11747 |
| City, State and
Zip Code |
| PART II — RULES 12b-25(b) AND (c) |
| If
the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate) |

| x | The reason described in
reasonable detail in Part III of this form could not be eliminated without
unreasonable effort or expense |
| --- | --- |
| (b) | The subject annual report,
semi-annual report, transition report on Form 10-K, Form 20-F,
Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will
be filed on or before the fifteenth calendar day following the prescribed due
date; or the subject quarterly report or transition report on Form 10-Q
or subject distribution report on Form 10-D, or portion thereof, will be
filed on or before the fifth calendar day following the prescribed due date;
and |
| (c) | The accountant’s statement
or other exhibit required by Rule 12b-25(c) has been attached if applicable. |

1

PART III — NARRATIVE

As previously disclosed by Comtech Telecommunications Corp. (the “Company”) in its Form 10-Q (as filed on December 4, 2006) for the period ended October 31, 2006, KPMG LLP (“KPMG”), the Company’s independent registered public accounting firm, advised the Company that it believes that one of its staff accountants who worked on the engagement to audit the financial statements of the Company has made an investment in the Company’s common stock and that this matter raised a question as to whether KPMG’s independence had been impaired. KPMG is currently in the process of assessing whether there has been an impairment of its independence.

As soon as practicable after a determination that KPMG has met its professional independence requirements and completed its review of the Company’s condensed consolidated financial statements, the Company intends to file an amended Form 10-Q, in accordance with Rule 10-01(d) of Regulation S-X promulgated under the Securities Exchange Act of 1934, as amended.

Attached at the end of this Form 12b-25 is KPMG’s statement as required by Rule 12b-25(c).

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Michael D. Porcelain	631	962-7000
(Name)	(Area Code)	(Telephone Number)

| (2) | Have all
other periodic reports required under Section 13 or 15(d) of the Securities
Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940
during the preceding 12 months or for such shorter period that the registrant
was required to file such report(s) been filed ? If answer is no, identify
report(s). |
| --- | --- |
| | x Yes o No |
| (3) | Is it
anticipated that any significant change in results of operations from the
corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof? |
| | o Yes x No |
| | If so, attach an
explanation of the anticipated change, both narratively and quantitatively,
and, if appropriate, state the reasons why a reasonable estimate of the
results cannot be made. |

Comtech Telecommunications Corp.

(Name of Registrant as Specified in Charter)
has caused
this notification to be signed on its behalf by the undersigned hereunto duly
authorized.
Date	December 11,
2006	By	/s/ Michael
D. Porcelain
			Michael
D. Porcelain Senior Vice President and Chief Financial Officer

KPMG LLP

Comtech Telecommunications Corp. 68 South Service Road, Suite 230 Melville, NY 11747

Gentlemen:

With respect to our review of the condensed consolidated financial statements of Comtech Telecommunications Corp. (the “Company”) as of and for the three months ended October 31, 2006, this will confirm that as of December 11, 2006, we have not yet completed our assessment of independence as it relates to the Company, as such, we are unable to complete our review procedures with respect to such financial statements.

Very truly yours,

Melville, New York December 11, 2006

KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative.