SEC Comment Letter for COMTECH TELECOMMUNICATIONS (CMTL) — May 7, 2008
COMTECH TELECOMMUNICATIONS CORP /DE/ (CMTL) (CIK 0000023197)
Date: May 7, 2008 · CIK: 0000023197 · Accession: 0000000000-08-023624
AI Filing Summary & Sentiment
Reasoning
Referenced dates: May 2, 2008
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Mail Stop 3720 May 7, 2008 Michael D. Porcelain Senior Vice President and Chief Financial Officer Comtech Telecommunications Corp. 68 South Service Road, Suite 230 Melville, New York 11747 Re: Comtech Telecommunications Corp. Form 10-K for fiscal year ended July 31, 2007 Filed September 19, 2007 File No. 0-07928
Dear Mr. Porcelain:
We have reviewed your letter dated May 2, 2008 and have the following comments. You should comply with these comments in all future filings, as applicable. Please confirm in writing that you will do so and also explain to us how you intend to comply. If you disagree with any of these comments, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Definitive Proxy Statement
Compensation Discussion & Analysis, page 10
1. We note your response to our prior comment two. In future filings, regardless of whether you do not disclose the specific performance targets due to competitive harm and materiality, you should provide specific detail as to which specific targets were exceeded, and by how much, so that investors may understand the components of any payout. For example, with respect to the 2007 performance measures, you should indicate Messrs. Burt and McCollum’s level of
Michael D. Porcelain Comtech Telecommunications Corp. May 7, 2008 Page 2 achievement of each of the Operating Profit, New Orders, Free Cash Flow and Personal Goal thresholds for 2007. Determination of Compensation Amounts for NEOs, page 12
2. We note your response to our prior comment four. Please confirm that if you refer to your compensation committee’s use of compensation information of competitive companies in future filings, you will include the additional disclosure included in your response to this comment.
* * * * Please respond to these comments within 10 business days or tell us when you will provide us with a response. Please understand that we may have additional comments after reviewing your responses to our comments. You may contact Jessica Plowgian, Sta ff Attorney, at (202) 551-3367, or me at (202) 551-3810 with any other questions.
S i n c e r e l y / s L a r r y S p i r g e l A s s i s t a n t D i r e c t o r Cc: Mr. Ira G. Bogner Proskauer Rose LLP Via facsimile: (212) 969-2900
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Mail Stop 3720
May 7, 2008
Michael D. Porcelain Senior Vice President and Chief Financial Officer Comtech Telecommunications Corp. 68 South Service Road, Suite 230 Melville, New York 11747
Re: Comtech Telecommunications Corp.
Form 10-K for fiscal year ended July 31, 2007
Filed September 19, 2007 File No. 0-07928
Dear Mr. Porcelain:
We have reviewed your letter dated May 2, 2008 and have the following
comments. You should comply with these comments in all future filings, as applicable.
Please confirm in writing that you will do so and also explain to us how you intend to comply. If you disagree with any of these comments, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation
We look forward to working with you in these respects. We welcome any
questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Definitive Proxy Statement
Compensation Discussion & Analysis, page 10
1. We note your response to our prior comment two. In future filings, regardless of whether you do not disclose the specific performance targets due to competitive harm and materiality, you should provide specific detail as to which specific targets were exceeded, and by how much, so that investors may understand the components of any payout. For example, with respect to the 2007 performance measures, you should indicate Messrs. Burt and McCollum’s level of
Michael D. Porcelain
Comtech Telecommunications Corp. May 7, 2008 Page 2
achievement of each of the Operating Profit, New Orders, Free Cash Flow and Personal Goal thresholds for 2007.
Determination of Compensation Amounts for NEOs, page 12
2. We note your response to our prior comment four. Please confirm that if you refer to your compensation committee’s use of compensation information of competitive companies in future filings, you will include the additional disclosure included in your response to this comment.
* * * *
Please respond to these comments within 10 business days or tell us when you
will provide us with a response. Please understand that we may have additional comments after reviewing your responses to our comments.
You may contact Jessica Plowgian, Sta ff Attorney, at (202) 551-3367, or me at
(202) 551-3810 with any other questions.
S i n c e r e l y / s L a r r y S p i r g e l A s s i s t a n t D i r e c t o r
Cc: Mr. Ira G. Bogner Proskauer Rose LLP Via facsimile: (212) 969-2900