##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 (MARK ONE)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 000-22839
 Globecomm Systems Inc.
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    11-3225567
(I.R.S. Employer
Identification No.)45 Oser Avenue,
    
    11788Hauppauge, NY
    
    (Zip Code)(Address of principal executive offices)
 Registrants telephone number, including area code: (631) 231-9800
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller Reporting Company o
 o þ




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##### 



GLOBECOMM SYSTEMS INC.
  PagePart I  Financial InformationItem 1. Financial Statements
    
    
    3Consolidated Balance Sheets  As of March 31, 2009 (unaudited) and June 30, 2008
    
    
    3Consolidated Statements of Operations (unaudited)  For the three and nine months ended March 31, 2009 and 2008
    
    
    4Consolidated Statement of Changes in Stockholders Equity (unaudited)  For the nine months ended March 31, 2009
    
    
    5Consolidated Statements of Cash Flows (unaudited)  For the nine months ended March 31, 2009 and 2008
    
    
    6Notes to Consolidated Financial Statements (unaudited)
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    21Item 4. Controls and Procedures
    
    
    21Part II  Other InformationItem 1. Legal Proceedings
    
    
    22Item 1A. Risk Factors
    
    
    22Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    30Item 3. Defaults Upon Senior Securities
    
    
    30Item 4. Submission of Matters to a Vote of Security Holders
    
    
    30Item 5. Other Information
    
    
    30Item 6. Exhibits
    
    
    30Signatures
    
    
    32EX-31.1EX-31.2EX-32
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PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 GLOBECOMM SYSTEMS INC.
 
 CONSOLIDATED BALANCE SHEETS
 (In thousands, except share data)
 March 31,
    
    June 30,2009
    
    2008(Unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    44,142
    
    
    $
    51,399Accounts receivable, net
    
    
    43,695
    
    
    
    52,106Inventories
    
    
    21,259
    
    
    
    16,444Prepaid expenses and other current assets
    
    
    2,009
    
    
    
    1,402Deferred income taxes
    
    
    860
    
    
    
    1,017Total current assets
    
    
    111,965
    
    
    
    122,368Fixed assets, net
    
    
    32,662
    
    
    
    33,379Goodwill
    
    
    25,725
    
    
    
    22,197Intangibles, net
    
    
    4,613
    
    
    
    2,599Deferred income taxes
    
    
    10,532
    
    
    
    11,496Other assets
    
    
    1,332
    
    
    
    1,053Total assets
    
    $
    186,829
    
    
    $
    193,092Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    19,293
    
    
    $
    25,650Deferred revenues
    
    
    6,858
    
    
    
    10,004Accrued payroll and related fringe benefits
    
    
    3,154
    
    
    
    5,848Other accrued expenses
    
    
    2,689
    
    
    
    1,759Deferred liabilities
    
    
    
    
    
    
    98Total current liabilities
    
    
    31,994
    
    
    
    43,359Other liabilities
    
    
    1,024
    
    
    
    957Deferred income taxes
    
    
    675
    
    
    
    Commitments and contingenciesStockholders equity:Series A Junior Participating, shares
authorized, issued and outstanding: none at
March 31, 2009 and June 30, 2008
    
    
    
    
    
    
    Common stock, $.001 par value, 50,000,000
shares authorized, shares issued: 21,264,307
at March 31, 2009 and 20,695,466 at June 30,
2008
    
    
    21
    
    
    
    21Additional paid-in capital
    
    
    184,084
    
    
    
    182,083Accumulated deficit
    
    
    (28,229
    )
    
    
    (30,547
    )Accumulated other comprehensive income
    
    
    41
    
    
    
    Treasury stock, at cost, 465,351 shares at
March 31, 2009 and June 30, 2008
    
    
    (2,781
    )
    
    
    (2,781
    )Total stockholders equity
    
    
    153,136
    
    
    
    148,776Total liabilities and stockholders equity
    
    $
    186,829
    
    
    $
    193,092
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GLOBECOMM SYSTEMS INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (In thousands, except per share data)
 (Unaudited)
 Three Months Ended
    
    Nine Months EndedMarch 31,
    
    March 31,
    
    March 31,
    
    March 31,2009
    
    2008
    
    2009
    
    2008Revenues from infrastructure solutions
    
    $
    19,396
    
    
    $
    27,483
    
    
    $
    64,269
    
    
    $
    93,206Revenues from services
    
    
    19,198
    
    
    
    15,809
    
    
    
    56,657
    
    
    
    46,875Total revenues
    
    
    38,594
    
    
    
    43,292
    
    
    
    120,926
    
    
    
    140,081Costs and operating expenses:Costs from infrastructure solutions
    
    
    15,938
    
    
    
    21,388
    
    
    
    53,124
    
    
    
    74,007Costs from services
    
    
    14,386
    
    
    
    12,178
    
    
    
    42,899
    
    
    
    35,311Selling and marketing
    
    
    2,891
    
    
    
    2,457
    
    
    
    9,220
    
    
    
    7,710Research and development
    
    
    636
    
    
    
    507
    
    
    
    1,456
    
    
    
    1,660General and administrative
    
    
    3,892
    
    
    
    3,533
    
    
    
    11,256
    
    
    
    11,837Total costs and operating expenses
    
    
    37,743
    
    
    
    40,063
    
    
    
    117,955
    
    
    
    130,525Income from operations
    
    
    851
    
    
    
    3,229
    
    
    
    2,971
    
    
    
    9,556Interest income
    
    
    33
    
    
    
    387
    
    
    
    511
    
    
    
    1,463Interest expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (285
    )Income before income taxes
    
    
    884
    
    
    
    3,616
    
    
    
    3,482
    
    
    
    10,734Provision for income taxes
    
    
    342
    
    
    
    193
    
    
    
    1,164
    
    
    
    568Net income
    
    $
    542
    
    
    $
    3,423
    
    
    $
    2,318
    
    
    $
    10,166Basic net income per common share
    
    $
    0.03
    
    
    $
    0.17
    
    
    $
    0.11
    
    
    $
    0.53Diluted net income per common share
    
    $
    0.03
    
    
    $
    0.17
    
    
    $
    0.11
    
    
    $
    0.51Weighted-average shares used in the
calculation of basic net income
per common share
    
    
    20,210
    
    
    
    20,036
    
    
    
    20,184
    
    
    
    19,281Weighted-average shares used in the
calculation of diluted net income
per common share
    
    
    20,357
    
    
    
    20,610
    
    
    
    20,479
    
    
    
    20,086
  4




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GLOBECOMM SYSTEMS INC.
 
 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
 FOR THE NINE MONTHS ENDED MARCH 31, 2009
(In thousands)
(Unaudited)
 AccumulatedAdditional
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    TotalCommon Stock
    
    
    Paid-in
    
    
    Accumulated
    
    
    Comprehensive
    
    
    Treasury Stock
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    Income
    
    
    Shares
    
    
    Amount
    
    
    EquityBalance at June 30, 2008
    
    
    20,695
    
    
    $
    21
    
    
    $
    182,083
    
    
    $
    (30,547
    )
    
    $
    
    
    
    
    465
    
    
    $
    (2,781
    )
    
    $
    148,776Proceeds from exercise of stock options
    
    
    28
    
    
    
    
    
    
    
    110
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    110Stock compensation expense
    
    
    
    
    
    
    
    
    
    
    1,889
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,889Grant of restricted shares, net
    
    
    541Tax benefit
from stock compensation plan
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,318
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,318Gain from foreign currency translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41
    
    
    
    
    
    
    
    
    
    
    
    41Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,359Balance at March 31, 2009
    
    
    21,264
    
    
    $
    21
    
    
    $
    184,084
    
    
    $
    (28,229
    )
    
    $
    41
    
    
    
    465
    
    
    $
    (2,781
    )
    
    $
    153,136
  5




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GLOBECOMM SYSTEMS INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
 (Unaudited)
 Nine Months EndedMarch 31,
    
    March 31,2009
    
    2008Operating Activities:Net income
    
    $
    2,318
    
    
    $
    10,166Adjustments to reconcile net income to net cash
provided by (used in) operating activities:Depreciation and amortization
    
    
    4,198
    
    
    
    4,417Provision for doubtful accounts
    
    
    656
    
    
    
    332Deferred income taxes
    
    
    1,121
    
    
    
    296Stock compensation expense
    
    
    1,889
    
    
    
    558Tax benefit from stock compensation plan
    
    
    2
    
    
    
    19Changes in operating assets and liabilities,
excluding the effect of acquisiton:Accounts receivable
    
    
    9,121
    
    
    
    (6,154
    )Inventories
    
    
    (4,315
    )
    
    
    (5,391
    )Prepaid expenses and other current assets
    
    
    (348
    )
    
    
    978Other assets
    
    
    (203
    )
    
    
    (42
    )Accounts payable
    
    
    (7,254
    )
    
    
    (5,155
    )Deferred revenue
    
    
    (3,146
    )
    
    
    1,775Accrued payroll and related fringe benefits
    
    
    (2,782
    )
    
    
    (1,793
    )Other accrued expenses
    
    
    80
    
    
    
    (586
    )Other liabilities
    
    
    (30
    )
    
    
    (197
    )Net cash provided by (used in) operating activities
    
    
    1,307
    
    
    
    (777
    )Investing Activities:Purchases of fixed assets
    
    
    (2,510
    )
    
    
    (3,619
    )Acquisition of business, net of cash received
    
    
    (6,170
    )
    
    
    Net cash used in investing activities
    
    
    (8,680
    )
    
    
    (3,619
    )Financing Activities:Proceeds from exercise of stock options
    
    
    110
    
    
    
    824Proceeds from exercise of warrants
    
    
    
    
    
    
    110Proceeds from offering, net
    
    
    
    
    
    
    36,400Repayments of debt
    
    
    
    
    
    
    (15,845
    )Net cash provided by financing activities
    
    
    110
    
    
    
    21,489Effect of foreign currency translation on cash
    
    
    6
    
    
    
    Net (decrease) increase in cash and cash equivalents
    
    
    (7,257
    )
    
    
    17,093Cash and cash equivalents at beginning of period
    
    
    51,399
    
    
    
    25,558Cash and cash equivalents at end of period
    
    $
    44,142
    
    
    $
    42,651Supplemental Disclosure of Cash Flow Information:Cash paid for interest
    
    $
    
    
    
    $
    385Cash paid for income taxes
    
    
    185
    
    
    
    144
  6




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GLOBECOMM SYSTEMS INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31, 2009
 (Unaudited)
 1. Basis of Presentation
   Principles of Consolidation
  Accounting Estimates
  Revenue Recognition
  7




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Costs from Infrastructure Solutions
  Costs from Services
  Research and Development
  Stock-Based Compensation
  8




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Goodwill and Other Intangible Assets
    March 31,
    
    June 30,2009
    
    2008(Unaudited)(In thousands)Customer relationships
    
    $
    5,066
    
    
    $
    3,000Contracts backlog
    
    
    897
    
    
    
    640Trademark
    
    
    25
    
    
    
    Covenant not to compete
    
    
    81
    
    
    
    606,069
    
    
    
    3,700Less accumulated amortization
    
    
    1,456
    
    
    
    1,101Intangibles, net
    
    $
    4,613
    
    
    $
    2,599
   2009
    
    $
    2772010
    
    
    6762011
    
    
    5732012
    
    
    5732013
    
    
    571
 Comprehensive Income
  9




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Income Taxes
      Product Warranties
  Recent Accounting Pronouncements
   10




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2. Basic and Diluted Net Income Per Common Share
  3. Inventories
  March 31,
    
    June 30,2009
    
    2008(Unaudited)(In thousands)Raw materials and component parts
    
    $
    696
    
    
    $
    187Work-in-progress
    
    
    22,037
    
    
    
    20,18322,733
    
    
    
    20,370Less progress payments
    
    
    1,474
    
    
    
    3,926$
    21,259
    
    
    $
    16,444
 4. Segment Information
   11




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Three Months Ended
    
    
    Nine Months EndedMarch 31,
    
    
    March 31,
    
    
    March 31,
    
    
    March 31,2009
    
    
    2008
    
    
    2009
    
    
    2008(Unaudited)(In thousands)Revenues:Infrastructure solutions
    
    $
    19,589
    
    
    $
    27,513
    
    
    $
    64,585
    
    
    $
    93,296Services
    
    
    19,360
    
    
    
    15,898
    
    
    
    57,426
    
    
    
    47,279Intercompany eliminations
    
    
    (355
    )
    
    
    (119
    )
    
    
    (1,085
    )
    
    
    (494
    )Total revenues
    
    $
    38,594
    
    
    $
    43,292
    
    
    $
    120,926
    
    
    $
    140,081Income (loss) from operations:Infrastructure solutions
    
    $
    (1,593
    )
    
    $
    1,565
    
    
    $
    (4,124
    )
    
    $
    4,453Services
    
    
    2,440
    
    
    
    1,643
    
    
    
    7,078
    
    
    
    5,068Interest income
    
    
    33
    
    
    
    387
    
    
    
    511
    
    
    
    1,463Interest expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (285
    )Intercompany eliminations
    
    
    4
    
    
    
    21
    
    
    
    17
    
    
    
    35Income before income taxes
    
    $
    884
    
    
    $
    3,616
    
    
    $
    3,482
    
    
    $
    10,734Depreciation and amortization:Infrastructure solutions
    
    $
    516
    
    
    $
    530
    
    
    $
    1,531
    
    
    $
    1,509Services
    
    
    945
    
    
    
    806
    
    
    
    2,701
    
    
    
    2,943Intercompany eliminations
    
    
    (11
    )
    
    
    (12
    )
    
    
    (34
    )
    
    
    (35
    )Total depreciation and amortization
    
    $
    1,450
    
    
    $
    1,324
    
    
    $
    4,198
    
    
    $
    4,417Expenditures for long-lived assets:Infrastructure solutions
    
    $
    252
    
    
    $
    503
    
    
    $
    792
    
    
    $
    1,530Services
    
    
    623
    
    
    
    854
    
    
    
    1,718
    
    
    
    2,089Total expenditures for long-lived assets
    
    $
    875
    
    
    $
    1,357
    
    
    $
    2,510
    
    
    $
    3,619
 March 31,
    
    June 30,2009
    
    2008(Unaudited)(In thousands)Assets:Infrastructure solutions
    
    $
    196,404
    
    
    $
    216,023Services
    
    
    57,315
    
    
    
    46,358Intercompany eliminations
    
    
    (66,890
    )
    
    
    (69,289
    )Total assets
    
    $
    186,829
    
    
    $
    193,092
 5. Debt
  12




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6. Acquisition
      Total current assets
    
    $
    1,933Fixed assets
    
    
    592Other assets
    
    
    72Goodwill
    
    
    3,528Customer relationships
    
    
    2,066Contracts backlog
    
    
    257Covenant not to compete
    
    
    21Trademarks
    
    
    25Liabilities
    
    
    (2,495
    )Total Purchase Price
    
    $
    5,999
  
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
  13




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Overview
       14




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Critical Accounting Policies
  Revenue Recognition
   15




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Costs from Infrastructure Solutions
  Goodwill Impairment
  Deferred tax assets
   16




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Stock-Based Compensation
  Allowances for Doubtful Accounts
  Inventories
  Recent Accounting Pronouncements
   Results of Operations
 Three and Nine Months Ended March 31, 2009 and 2008
  Revenues from Infrastructure Solutions.
 17




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Revenues from Services.
 Costs from Infrastructure Solutions.
 Costs from Services.
 Selling and Marketing.
 Research and Development
 General and Administrative
 18




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Interest Income
 Interest Expense
 Provision for Income Taxes
 Liquidity and Capital Resources
      19




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##### Table of Contents



Payments Due by PeriodMoreLess than 1
    
    
    1-3
    
    
    4-5
    
    
    than 5Contractual Obligations
    
    Total
    
    
    year
    
    
    years
    
    
    years
    
    
    yearsOperating leases
    
    $
    43,854
    
    
    $
    22,908
    
    
    $
    13,875
    
    
    $
    6,957
    
    
    $
    114Total contractual cash
obligations
    
    $
    43,854
    
    
    $
    22,908
    
    
    $
    13,875
    
    
    $
    6,957
    
    
    $
    114
 Amount of Commitment Expiration Per PeriodTotal
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    MoreOther Commercial
    
    Amounts
    
    
    Less than 1
    
    
    1-3
    
    
    4-5
    
    
    Than 5Commitments
    
    Committed
    
    
    year
    
    
    years
    
    
    years
    
    
    yearsStandby letters of credit
    
    $
    6,431
    
    
    $
    2,254
    
    
    $
    1,470
    
    
    $
    2,707
    
    
    $
    Total commercial
commitments
    
    $
    6,431
    
    
    $
    2,254
    
    
    $
    1,470
    
    
    $
    2,707
    
    
    $
    
    20




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Off-Balance Sheet Arrangements
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures.
 Changes in Internal Control Over Financial Reporting.
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Part II  Other Information
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
 Risk Related to our Business
 Reductions in telecommunications equipment and systems spending have negatively affected our
revenues and profitability.
  A limited number of customer contracts account for a significant portion of our revenues, and the
inability to replace a key customer contract or the failure of the customer to implement its plans
would adversely affect our results of operations, business and financial condition.
  We derive a substantial portion of our revenues from the government marketplace.
   22




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Risks associated with operating in international markets could restrict our ability to expand
globally and harm our business and prospects.
  
    
    general political and economic instability in international markets, including the
hostilities in Iraq and Afghanistan, could impede our ability to deliver our products
and services to customers and harm our results of operations;
    
    difficulties in collecting accounts receivable could adversely affect our results
of operations;
    
    changes in regulatory requirements could restrict our ability to deliver services to
our international customers, including the addition of a country to the list of
sanctioned countries under the International Emergency Economic Powers Act or similar
legislation;
    
    export restrictions, tariffs, licenses and other trade barriers could prevent us
from adequately equipping our network facilities;
    
    differing technology standards across countries may impede our ability to integrate
our products and services across international borders;
    
    protectionist laws and business practices favoring local competition may give
unequal bargaining leverage to key vendors in countries where competition is scarce,
significantly increasing our operating costs;
    
    increased expenses associated with marketing services in foreign countries could
affect our ability to compete;
    
    relying on local subcontractors for installation of our products and services could
adversely impact the quality of our products and services;
    
    difficulties in staffing and managing foreign operations could affect our ability
to compete;
    
    complex foreign laws and treaties could affect our ability to compete; and
    
    potentially adverse taxes could affect our results of operations.
  We derive a substantial portion of our revenues from fixed-price projects, under which we assume
greater financial risk if we fail to accurately estimate the costs of the projects.
  Our service revenue has increased as a percentage of total revenue and if our service revenue
decreases or margins decrease, our results of operations will be harmed
  23




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In the event of a catastrophic loss affecting our operations in Hauppauge, New York or Laurel,
Maryland, our results of operations would be harmed.
  Our markets are highly competitive and we have many established competitors, and we may lose market
share as a result.
    Future acquisitions and strategic investments may divert our resources and managements attention,
results may fall short of expectations and, as a result, our operating results may be difficult to
forecast and may be volatile.
  
    
    difficulties in the integration of the operations, technologies,
products and personnel of an acquired business;
    
    diversion of managements attention from other business concerns;
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
    
    increased expenses associated with the acquisition; and
    
    loss of key employees, customers or suppliers of any acquired business.
  If our products and services are not accepted in developing countries with emerging markets, our
revenues will be impaired.
  
    
    the speed at which communications infrastructure, including terrestrial microwave,
coaxial cable and fiber optic communications systems, which compete with
satellite-based services, is built;
    
    the effectiveness of our local resellers and sales representatives in marketing and
selling our products and services; and
    
    the acceptance of our products and services by customers.
  Since sales of satellite communications equipment are dependent on the growth of communications
networks, if market demand for these networks does not increase from recent depressed levels, our
revenue and profitability are likely to decline.
  We depend upon certain key personnel and may not be able to retain these employees. If we lose the
services of these individuals or cannot hire additional qualified personnel, our business will be
harmed.
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Satellites upon which we rely may malfunction or be damaged or lost.
  We depend on our suppliers, some of which are our sole or a limited source of supply, and the loss
of these suppliers could materially adversely affect our business, results of operations and
financial condition.
  Our network may experience security breaches, which could disrupt our services.
  If the satellite communications industry fails to continue to develop or new technology makes it
obsolete, our business and financial condition will be harmed.
  We may not be able to keep pace with technological changes, which would make our products and
services become non-competitive and obsolete.
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Unauthorized use of our intellectual property by third parties may damage our business.
    Defending against intellectual property infringement claims could be time consuming and expensive,
and if we are not successful, could cause substantial expenses and disrupt our business.
  Risks Related to the Securities Markets and Ownership of Our Common Stock
 Our stock price is volatile.
  
    
    quarterly variations in operating results;
    
    announcements of new technology, products or services by us or any of our
competitors;
    
    changes in financial estimates or recommendations by securities analysts;
    
    general market conditions; or
    
    domestic and international economic factors unrelated to our performance.
 
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Because our common stock is thinly traded, it may be difficult to sell shares of our common stock
into the markets without experiencing significant price volatility.
  A third party could be prevented from acquiring shares of our stock at a premium to the market
price because of our anti-takeover provisions.
  We have not paid dividends in the past and do not expect to pay dividends in the future, and any
return on investment may be limited to the value of our stock.
  Risks Related to Government Approvals
 We are subject to many government regulations, and failure to comply with them will harm our
business.
 Operations and Use of Satellites
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Foreign Regulations
  Regulation of the Internet
  Telecommunications Taxation, Support Requirements, and Access Charges
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Export of Telecommunications Equipment
  Foreign Ownership
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
 Index to Exhibits:
 Exhibit No.10.1
    
    Amendment to Employment Agreement, dated as of January 21, 2009, by and between, David E.
Hershberg and the Registrant (incorporated by reference to Exhibit 10.1 of the Registrants
Current Report on Form 8-K, dated January 21, 2009).10.2
    
    Amendment to Employment Agreement, dated as of January 21, 2009, by and between, Andrew C.
Melfi and the Registrant (incorporated by reference to Exhibit 10.2 of the Registrants
Current Report on Form 8-K, dated January 21, 2009).10.3
    
    Amendment to Employment Agreement, dated as of January 21, 2009, by and between, Stephen C.
Yablonski and the Registrant (incorporated by reference to Exhibit 10.3 of the Registrants
Current Report on Form 8-K, dated January 21, 2009).10.4
    
    Amendment to Employment Agreement, dated as of January 21, 2009, by and between, Donald
Woodring and the Registrant (incorporated by reference to Exhibit 10.4 of the Registrants
Current Report on Form 8-
K, dated January 21, 2009).
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Exhibit No.10.5
    
    Amendment to Employment Agreement, dated as of January 21, 2009, by and between, Paul J.
Johnson and the Registrant (incorporated by reference to Exhibit 10.5 of the Registrants
Current Report on Form 8-K, dated January 21, 2009).10.6
    
    Amendment to Employment Agreement, dated as of January 21, 2009, by and between, Paul Eterno
and the Registrant (incorporated by reference to Exhibit 10.6 of the Registrants Current
Report on Form 8-K, dated January 21, 2009).10.7
    
    Amendment to Employment Agreement, dated as of January 21, 2009, by and between, Thomas C.
Coyle and the Registrant (incorporated by reference to Exhibit 10.7 of the Registrants
Current Report on Form 8-K, dated January 21, 2009).10.8
    
    Amendment to Employment Agreement, dated as of January 21, 2009, by and between, Keith Hall
and the Registrant (incorporated by reference to Exhibit 10.8 of the Registrants Current
Report on Form 8-K, dated January 21, 2009).10.9
    
    Credit Agreement, dated March 11, 2009, by and between the Registrant and Citibank, N.A.
(incorporated by reference to Exhibit 10.1 of the Registrants Current Report on Form 8-K,
dated March 11, 2009).31.1
    
    Chief Executive Officer Certification required by Rules 13a-14 and 15d-14 under the
Securities Exchange Act of 1934, as amended (filed herewith).31.2
    
    Chief Financial Officer Certification required by Rules 13a-14 and 15d-14 under the
Securities Exchange Act of 1934, as amended (filed herewith).32
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (filed herewith).
 
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SIGNATURES
  GLOBECOMM SYSTEMS INC.
(Registrant)Date: May 11, 2009
    /s/ DAVID E. HERSHBERGDavid E. HershbergChairman of the Board,
Chief Executive Officer and President
(Principal Executive Officer)Date: May 11, 2009
    /s/ ANDREW C. MELFIAndrew C. MelfiVice President, Chief Financial
Officer and Treasurer (Principal
Financial and Accounting Officer) 32




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Index to Exhibits:
 Exhibit No.
 10.1
    
    Amendment to Employment Agreement, dated as of January 21, 2009, by and between, David E.
Hershberg and the Registrant (incorporated by reference to Exhibit 10.1 of the Registrants
Current Report on Form 8-K, dated January 21, 2009).10.2
    
    Amendment to Employment Agreement, dated as of January 21, 2009, by and between, Andrew C.
Melfi and the Registrant (incorporated by reference to Exhibit 10.2 of the Registrants
Current Report on Form 8-K, dated January 21, 2009).10.3
    
    Amendment to Employment Agreement, dated as of January 21, 2009, by and between, Stephen C.
Yablonski and the Registrant (incorporated by reference to Exhibit 10.3 of the Registrants
Current Report on Form 8-K, dated January 21, 2009).10.4
    
    Amendment to Employment Agreement, dated as of January 21, 2009, by and between, Donald
Woodring and the Registrant (incorporated by reference to Exhibit 10.4 of the Registrants
Current Report on Form 8-K, dated January 21, 2009).10.5
    
    Amendment to Employment Agreement, dated as of January 21, 2009, by and between, Paul J.
Johnson and the Registrant (incorporated by reference to Exhibit 10.5 of the Registrants
Current Report on Form 8-K, dated January 21, 2009).10.6
    
    Amendment to Employment Agreement, dated as of January 21, 2009, by and between, Paul Eterno
and the Registrant (incorporated by reference to Exhibit 10.6 of the Registrants Current
Report on Form 8-K, dated January 21, 2009).10.7
    
    Amendment to Employment Agreement, dated as of January 21, 2009, by and between, Thomas C.
Coyle and the Registrant (incorporated by reference to Exhibit 10.7 of the Registrants
Current Report on Form 8-K, dated January 21, 2009).10.8
    
    Amendment to Employment Agreement, dated as of January 21, 2009, by and between, Keith Hall
and the Registrant (incorporated by reference to Exhibit 10.8 of the Registrants Current
Report on Form 8-K, dated January 21, 2009).10.9
    
    Credit Agreement, dated March 11, 2009, by and between the Registrant and Citibank, N.A.
(incorporated by reference to Exhibit 10.1 of the Registrants Current Report on Form 8-K,
dated March 11, 2009).31.3
    
    Chief Executive Officer Certification required by Rules 13a-14 and 15d-14 under the
Securities Exchange Act of 1934, as amended (filed herewith).31.4
    
    Chief Financial Officer Certification required by Rules 13a-14 and 15d-14 under the
Securities Exchange Act of 1934, as amended (filed herewith).32
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (filed herewith).
 33