<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                                   (MARK ONE)

[X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2001

                                       OR

[ ]   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.
             (Exact name of Registrant as specified in its charter)

                DELAWARE                                 11-3225567
     (STATE OR OTHER JURISDICTION OF                  (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                  IDENTIFICATION NO.)

             45 OSER AVENUE,                                11788
              HAUPPAUGE, NY                              (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (631) 231-9800

     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 company
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

As of May 11, 2001, there were 12,402,082 shares outstanding of the Registrant's
common stock, par value $.001.


                                       1
<PAGE>

                             GLOBECOMM SYSTEMS INC.

                      Index to the March 31, 2001 Form 10-Q

<TABLE>
<CAPTION>

                                                                                                               Page
                                                                                                               ----
<S>                                                                                                          <C>
                                            Part I -- Financial Information

Item 1.     Consolidated Financial Statements ...................................................................3

            Consolidated Balance Sheets -- As of March 31, 2001 (unaudited) and June 30, 2000....................3

            Consolidated Statements of Operations (unaudited) -- For the three and nine months ended
              March 31, 2001 and 2000............................................................................5

            Consolidated Statement of Changes in Stockholders' Equity (unaudited) -- For the nine months
              ended March 31, 2001...............................................................................6

            Consolidated Statements of Cash Flows (unaudited) -- For the nine months ended March 31, 2001
              and 2000...........................................................................................7

            Notes to Consolidated Financial Statements (unaudited)...............................................8

Item 2.     Management's Discussion and Analysis of
              Financial Condition and Results of Operations.....................................................12

Item 3.     Quantitative and Qualitative Disclosures about Market Risk..........................................24

                                               Part II -- Other Information

Item 1.     Legal Proceedings...................................................................................25

Item 2.     Changes in Securities and Use of Proceeds...........................................................25

Item 3.     Defaults Upon Senior Securities.....................................................................25

Item 4.     Submission of Matters to a Vote of Security Holders.................................................25

Item 5.     Other Information...................................................................................25

Item 6.     Exhibits and Reports on Form 8-K....................................................................25

            Signatures..........................................................................................27
</TABLE>

                                       2
<PAGE>


                         PART I -- FINANCIAL INFORMATION

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS


                             GLOBECOMM SYSTEMS INC.
                           CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                               MARCH 31,               JUNE 30,
                                                               ---------               --------
                                                                 2001                    2000
                                                                 ----                    ----
                                                              (UNAUDITED)                 (1)
                                                              -----------                 ---
<S>                                                     <C>                    <C>
ASSETS
Current assets:
  Cash and cash equivalents............................ $           46,462     $            65,289
  Restricted cash......................................                607                     421
  Available for sale equity securities.................                274                       -
  Accounts receivable, net.............................             32,290                  22,722
  Inventories, net.....................................              8,529                   9,748
  Prepaid expenses and other current assets............              2,074                   1,571
  Deferred income taxes................................                829                   1,942
                                                        ----------------------------------------------
Total current assets...................................             91,065                 101,693

Fixed assets, net......................................            111,990                 112,784
Investments............................................              2,761                   2,961
Other assets, net......................................              1,131                   1,729
                                                        ----------------------------------------------
Total assets........................................... $          206,947     $           219,167
                                                        ==============================================
</TABLE>


                             See accompanying notes.


                                       3
<PAGE>

                             GLOBECOMM SYSTEMS INC.
                     CONSOLIDATED BALANCE SHEETS (CONTINUED)
                        (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                                                MARCH 31,               JUNE 30,
                                                                                                ---------               --------
                                                                                                  2001                   2000
                                                                                                  ----                   ----
                                                                                               (UNAUDITED)                (1)
                                                                                               -----------                ---
<S>                                                                                        <C>                 <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable........................................................................  $      15,204       $        16,494
  Deferred revenue........................................................................          2,395                 2,700
  Accrued payroll and related fringe benefits.............................................          1,284                   680
  Accrued interest........................................................................              -                 1,566
  Other accrued expenses..................................................................          6,439                 3,812
  Deferred liability......................................................................            157                   194
  Capital lease obligations...............................................................          3,534                 1,716
                                                                                           -----------------------------------------
Total current liabilities.................................................................         29,013                27,162

Deferred liability, less current portion..................................................          1,761                 1,853
Capital lease obligations, less current portion...........................................         91,364                94,502
Minority interests in consolidated subsidiary.............................................              -                   126
Series A Participating Preferred stock of consolidated
  subsidiary, at redemption value.........................................................              -                 5,000

Commitments and contingencies

Stockholders' equity:
  Preferred stock, $.001 par value, 3,000,000 shares authorized:
   Class A Convertible, shares authorized, issued and outstanding: none at
        March 31, 2001 and June 30, 2000..................................................              -                     -
   Class B Convertible, shares authorized, issued and outstanding: none at
        March 31, 2001 and June 30, 2000..................................................              -                     -
   Series A Junior Participating, shares authorized, issued and outstanding: none at
        March 31, 2001 and June 30, 2000..................................................              -                     -
  Common stock, $.001 par value, 22,000,000 shares authorized, shares issued:
        12,347,827 at March 31, 2001 and 12,024,256 at June 30, 2000......................             12                    12
  Additional paid-in capital..............................................................        115,802               110,105
  Accumulated deficit.....................................................................        (29,708)              (18,298)
  Accumulated other comprehensive (loss) income...........................................            (41)                   17
  Deferred compensation...................................................................           (162)                 (218)
  Treasury stock, at cost, 147,745 shares at March 31, 2001 and
        June 30, 2000.....................................................................         (1,094)               (1,094)
                                                                                           -----------------------------------------
Total stockholders' equity................................................................         84,809                90,524
                                                                                           -----------------------------------------
Total liabilities and stockholders' equity................................................ $      206,947       $       219,167
                                                                                           =========================================
</TABLE>


                             See accompanying notes.


     (1) The consolidated balance sheet at June 30, 2000 has been derived from
     the audited consolidated financial statements at that date but does not
     include all of the information and footnotes required by accounting
     principles generally accepted in the United States for complete financial
     statements.


                                       4
<PAGE>


                             GLOBECOMM SYSTEMS INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                   THREE MONTHS ENDED                    NINE MONTHS ENDED
                                                           ----------------------------------   -----------------------------------
                                                              MARCH 31,         MARCH 31,            MARCH 31,         MARCH 31,
                                                                2001              2000                  2001             2000
                                                           ----------------------------------   -----------------------------------
<S>                                                       <C>              <C>                   <C>               <C>
Revenues................................................   $      24,249    $       18,570        $      77,517     $      55,368
Costs of revenues.......................................          19,019            16,104               61,013            47,989
                                                           ----------------------------------   -----------------------------------
Gross profit............................................           5,230             2,466               16,504             7,379
                                                           ----------------------------------   -----------------------------------
Operating expenses:
      Network operations................................           1,821               550                3,958             1,268
      Selling and marketing.............................           1,680             1,587                5,720             4,013
      Research and development..........................             258               193                  625               548
      General and administrative........................           3,408             2,808               12,439             6,922
                                                           ----------------------------------   -----------------------------------
Total operating expenses................................           7,167             5,138               22,742            12,751
                                                           ----------------------------------   -----------------------------------
Loss from operations....................................          (1,937)           (2,672)              (6,238)           (5,372)
Other income (expense):
      Interest income...................................             775               282                2,621               729
      Interest expense..................................          (2,306)             (769)              (6,334)           (1,085)
      Gain on sale of investment........................               -                 -                  304                 -
      Gain on sale of consolidated subsidiary's common
         stock..........................................               -                 -                    -             2,353
                                                           ----------------------------------   -----------------------------------
Loss before income taxes and  minority interests........          (3,468)           (3,159)              (9,647)           (3,375)
Provision for income taxes..............................            (118)                -               (1,113)                -
                                                           ----------------------------------   -----------------------------------
Loss before minority interests..........................          (3,586)           (3,159)             (10,760)           (3,375)
Minority interests in operations of consolidated
   subsidiary...........................................            (132)            1,075                 (650)            1,689
                                                           ----------------------------------   -----------------------------------
Net loss................................................   $      (3,718)   $       (2,084)       $     (11,410)    $      (1,686)
                                                           ==================================   ===================================

Basic and diluted net loss per common share.............   $       (0.31)   $        (0.22)       $       (0.96)    $       (0.18)
                                                           ==================================   ===================================
Weighted-average shares used in the calculation of
   basic and diluted net loss per common share..........          11,962             9,674               11,910             9,430
                                                           ==================================   ===================================
</TABLE>


                             See accompanying notes.

                                       5
<PAGE>

                             GLOBECOMM SYSTEMS INC.
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                    FOR THE NINE MONTHS ENDED MARCH 31, 2001
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                        ACCUMULATED
                               COMMON STOCK    ADDITIONAL                  OTHER                      TREASURY STOCK      TOTAL
                               -------------    PAID-IN   ACCUMULATED  COMPREHENSIVE   DEFERRED     -----------------  STOCKHOLDERS'
                               SHARES AMOUNT    CAPITAL     DEFICIT    INCOME (LOSS)  COMPENSATION   SHARES    AMOUNT     EQUITY
                               -----------------------------------------------------------------------------------------------------
<S>                           <C>     <C>     <C>        <C>           <C>            <C>             <C>     <C>       <C>
Balance at June 30, 2000....   12,024  $ 12    $110,105   $(18,298)     $     17       $  (218)        148     $(1,094)  $ 90,524
Minority interests resulting
  from issuance of
  consolidated subsidiary's
  common stock as a
  preferred stock dividend..                       (131)                                                                     (131)
Proceeds from exercise of
  stock options ............       64               308                                                                       308
Issuance of common stock in
  connection with employee
  stock purchase plan.......       27               194                                                                       194
Issuance of common stock in
  connection with
  acquisition of minority
  interest in consolidated
  subsidiary................      233             2,479                                                                     2,479
Issuance of warrant in
  connection with
  acquisition of minority
  interest in consolidated
  subsidiary................                      1,940                                                                     1,940
Acquisition of minority
  interest in consolidated                                                                                                    907
  subsidiary................                        907
Amortization of deferred
  compensation .............                                                                56                                 56
Comprehensive loss:
  Net loss..................                               (11,410)                                                       (11,410)
  Loss from foreign currency
   translation .............                                                 (32)                                             (32)
  Unrealized loss on
   available for sale equity
   securities...............                                                 (26)                                             (26)
                                                                                                                         --------
Total comprehensive loss....                                                                                              (11,468)
                               -----------------------------------------------------------------------------------------------------

Balance at March 31, 2001...   12,348  $ 12    $115,802   $(29,708)     $    (41)      $  (162)        148     $(1,094)  $ 84,809
                               =====================================================================================================
</TABLE>


                             See accompanying notes.

                                       6
<PAGE>


                             GLOBECOMM SYSTEMS INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                          NINE MONTHS ENDED
                                                                               -----------------------------------------
                                                                                    MARCH 31,           MARCH 31,
                                                                                      2001                 2000
                                                                               -----------------------------------------
<S>                                                                            <C>                  <C>
OPERATING ACTIVITIES
Net loss...............................................................        $     (11,410)       $     (1,686)
Adjustments to reconcile net loss to net cash
    used in operating activities:
    Depreciation and amortization......................................                6,286               1,823
    Stock compensation expense.........................................                   56                 150
    Provision for doubtful accounts....................................                  400                 260
    Minority interests in operations of consolidated subsidiary........                  650              (1,689)
    Gain on sale of investment.........................................                 (304)                  -
    Gain on sale of consolidated subsidiary's common stock.............                    -              (2,353)
    Interest on capital lease obligations..............................                    -                 569
    Deferred income taxes..............................................                1,113                   -
    Internet access services...........................................                 (129)              2,095
    Changes in operating assets and liabilities:
       Accounts receivable.............................................               (9,968)             (1,254)
       Inventories.....................................................                1,219              (2,355)
       Prepaid expenses and other current assets.......................                 (503)               (395)
       Other assets....................................................                 (481)               (744)
       Accounts payable................................................               (1,290)             (2,824)
       Deferred revenue................................................                 (305)               (265)
       Accrued payroll and related fringe benefits.....................                  604                  98
       Accrued commissions and other accrued expenses..................                1,703               1,370
                                                                               -----------------------------------------

Net cash used in operating activities..................................              (12,359)             (7,200)
                                                                               -----------------------------------------

INVESTING ACTIVITIES
Purchases of fixed assets, net of non-cash capital lease activity                     (5,925)             (3,709)
Restricted cash........................................................                 (186)              3,169
Proceeds from sale of investment.......................................                  204                   -
Proceeds from sale of consolidated subsidiary's common stock..........                     -               3,500
                                                                               -----------------------------------------

Net cash (used in) provided by investing activities....................               (5,907)              2,960
                                                                               -----------------------------------------

FINANCING ACTIVITIES
Proceeds from sale of consolidated subsidiary's common stock, net......                    -               3,398
Proceeds from sale of consolidated subsidiary's preferred stock........                    -               5,000
Proceeds from exercise of stock options................................                  308               3,542
Proceeds from exercise of consolidated subsidiary's stock options.....                     -                 239
Proceeds from exercise of warrants.....................................                    -                  12
Proceeds from sale of common stock in connection with employee stock
  purchase plan........................................................                  194                 119
Payments under capital leases..........................................               (1,031)               (237)
                                                                               -----------------------------------------

Net cash (used in) provided by financing activities....................                 (529)             12,073
                                                                               -----------------------------------------

Loss from foreign currency translation.................................                  (32)                  -
Net (decrease) increase in cash and cash equivalents...................              (18,827)              7,833
Cash and cash equivalents at beginning of period.......................               65,289              11,944
                                                                               -----------------------------------------

Cash and cash equivalents at end of period.............................        $      46,462        $     19,777
                                                                               ==========================================
</TABLE>

                             See accompanying notes.


                                       7
<PAGE>

                             GLOBECOMM SYSTEMS INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001
                                   (UNAUDITED)

1. BASIS OF PRESENTATION

     The accompanying unaudited consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and in accordance with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by accounting
principles generally accepted in the United States for complete financial
statements. In the opinion of management, all material adjustments (consisting
of normal recurring adjustments) considered necessary for a fair presentation of
the results for such periods have been included. The results of operations for
the three and nine months ended March 31, 2001 are not necessarily indicative of
the results that may be expected for the full fiscal year ending June 30, 2001,
or for any future period. The preparation of financial statements in conformity
with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent liabilities at the date of
the financial statements, and to make estimates and assumptions that affect the
reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates and assumptions.

     The accompanying consolidated financial statements should be read in
conjunction with the audited consolidated financial statements of the Company
for the fiscal year ended June 30, 2000 and the accompanying notes thereto
contained in the Company's Annual Report on Form 10-K, filed with the Securities
and Exchange Commission on September 28, 2000.

Comprehensive loss

     Comprehensive loss for the three and nine months ended March 31, 2001 of
approximately $3,720,000 and $11,468,000 includes a foreign currency translation
loss of approximately $5,000 and $32,000 and an unrealized gain (loss) on
available for sale equity securities of approximately $3,000 and ($26,000) for
the three and nine months ended March 31, 2001, respectively. The Company's
comprehensive loss for the three and nine months ended March 31, 2000, was equal
to the Company's net loss for such periods.

Income Taxes

     In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will be realized. The ultimate realization of the deferred tax assets is
dependent upon the generation of future taxable income. For the year ended June
30, 2000, management reversed approximately $1,942,000 of the deferred tax asset
valuation allowance representing an amount that will be realized based on
projected fiscal 2001 taxable income. The Company utilized approximately
$118,000 and $1,113,000, respectively, of the net deferred tax assets based on
the amount of taxable income recorded for the three and nine months ended March
31, 2001.

2. BASIC AND DILUTED NET LOSS PER COMMON SHARE

     The Company computes net loss per share in accordance with the provisions
of Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per
Share." Basic and diluted net loss per common share is computed by dividing the
net loss for the period by the weighted-average number of common and dilutive
equivalent shares outstanding for the period. Common equivalent shares consist
of the incremental common shares issuable upon the conversion of preferred stock
(using an if-converted method) and shares issuable upon the exercise of stock
options and warrants (using the treasury stock method). Common equivalent shares
are excluded from the calculation of diluted net loss per share if their effect
is anti-dilutive. Diluted net loss per share for the three and nine months ended
March 31, 2001, excludes the effect of approximately 497,000 and 458,000 stock
options and approximately 11,000 and 13,000 warrants, respectively, since the
effect of inclusion would have been anti-dilutive

                                       8
<PAGE>

as the Company reported a net loss for the periods then ended. Diluted net loss
per share for the three and nine months ended March 31, 2000, excludes the
effect of approximately 1,135,000 and 1,045,000 stock options and approximately
41,000 and 32,000 warrants, respectively, since the effect of inclusion would
have been anti-dilutive as the Company reported a net loss for the periods then
ended.

3. INVENTORIES

     Inventories which consist primarily of work-in-progress from costs incurred
in connection with specific customer contracts, are stated at the lower of cost
(using the first-in, first-out method of accounting) or market value, less
customer progress payments.


Inventories consist of the following:

                                                 MARCH 31,        JUNE 30,
                                                   2001             2000
                                             -------------------------------
                                                (UNAUDITED)       (AUDITED)
                                                      (IN THOUSANDS)
  Raw materials and component parts........   $       529     $     450
  Work-in-progress.........................        14,433        12,885
                                             -------------------------------
                                                   14,962        13,335
  Less progress payments....................        6,433         3,587
                                             -------------------------------
                                              $     8,529     $   9,748
                                             ===============================

4. EQUITY TRANSACTIONS

     On March 30, 2001, the Company acquired 2,000,000 shares of NetSat Express'
Series A Participating Preferred stock and 333,334 shares of NetSat Express
common stock from a minority stockholder for $583,000 in cash, the issuance of
233,334 shares of the Company's common stock and the issuance of a five year
warrant to purchase 262,501 shares of the Company's common stock.

     On April 11, 2001, the Company acquired 2,000,000 shares of NetSat Express'
common stock from an additional minority stockholder for $500,000 in cash, the
issuance of 200,000 shares of the Company's common stock and the issuance of a
five year warrant to purchase 225,000 shares of the Company's common stock.

     The Company's ownership percentage in NetSat Express has increased to
approximately 83% as a result of the aforementioned series of transactions.

5. COMMITMENTS AND CONTINGENCIES

     On April 1, 2001, the Company renegotiated one of NetSat Express'
capitalized transponder leases resulting in a change in accounting from a
capital to an operating lease. Accordingly, this change in accounting will
reduce the Company's capital lease obligation by approximately $84.0 million
with a corresponding reduction in net fixed assets. The effect of this change
will be reflected in the Company's fiscal 2001 fourth quarter ending June 30,
2001.

6. RECENTLY ISSUED ACCOUNTING STANDARDS

     In December 1999, the Securities and Exchange Commission ("SEC") staff
issued Staff Accounting Bulletin ("SAB") No.101, Revenue Recognition in
Financial Statements. The SEC staff addressed several issues in SAB No. 101,
including timing for recognizing revenues derived from selling arrangements that
involve contractual customer acceptance provisions and when installation and
title transfer occurs after shipment. The Company's existing revenue recognition
policy in accordance with Statement of Position 81-1, Accounting for Performance
of Construction-Type and Certain Production-Type Contracts, is to recognize
revenues based on the percentage of completion method of accounting for contract
revenue upon the achievement of certain milestones. Management is currently
evaluating the effect of SAB No. 101 on its consolidated financial position,
results of operations, liquidity and cash flows. The effect, if any, will be
recorded in the fourth quarter of fiscal 2001.


                                       9

<PAGE>


7. SEGMENT INFORMATION

     The Company operates through two business segments. Its Ground Segment
Systems, Networks and Enterprise Solutions Segment, through Globecomm Systems
Inc., is engaged in the design, assembly and installation of ground segment
systems, networks and enterprise solutions for the complex and changing
communications requirements of its customers. Its Data Communications Services
Segment, through its majority-owned subsidiary

NetSat Express, is engaged in providing high-speed, satellite-delivered data
communications to developing markets worldwide. NetSat Express is currently
providing Internet access to customers who have limited or no access to
terrestrial network infrastructure capable of supporting the economical delivery
of such services.

     The Company's reportable segments are business units that offer different
products and services. The reportable segments are each managed separately
because they provide distinct products and services.

     The following is the Company's business segment information for the three
and nine months ended March 31, 2001 and 2000 and as of March 31, 2001 and June
30, 2000 (in thousands):
















                                       10
<PAGE>


<TABLE>
<CAPTION>
                                                             THREE MONTHS ENDED                            NINE MONTHS ENDED
                                                       MARCH 31,                MARCH 31,              MARCH 31,          MARCH 31,
                                                          2001                    2000                  2001                 2000
                                                -----------------------------------------         ---------------------------------
                                                                (UNAUDITED)                                   (UNAUDITED)
<S>                                             <C>                     <C>                       <C>                <C>
Revenues:
   Ground Segment Systems, Networks and
     Enterprise Solutions.....................  $         18,999        $          17,581         $     62,534       $      53,944
   Data Communications Services...............             6,812                    2,725               20,669               6,814
   Intercompany eliminations..................            (1,562)                  (1,736)              (5,686)             (5,390)
                                                ----------------        -----------------         ------------       -------------
Total revenues................................  $         24,249        $          18,570         $     77,517       $      55,368
                                                ================        =================         ============       =============

Loss from operations:
   Ground Segment Systems, Networks and
     Enterprise Solutions.....................  $           (590)       $              31         $       (781)      $         (48)
   Data Communications Services...............            (1,350)                  (2,573)              (5,441)             (4,951)
Interest income...............................               775                      282                2,621                 729
Interest expense..............................            (2,306)                    (769)              (6,334)             (1,085)
Gain on sale of investment....................                 -                        -                  304                   -
Gain on sale of consolidated subsidiary's
  common stock................................                 -                        -                    -               2,353
Provision for income taxes....................              (118)                       -               (1,113)                  -
Minority interests in operations of
  consolidated subsidiary.....................              (132)                   1,075                 (650)              1,689
Intercompany eliminations.....................                 3                     (130)                 (16)               (373)
                                                ----------------        -----------------         ------------       -------------
Net loss......................................  $         (3,718)       $          (2,084)        $    (11,410)      $      (1,686)
                                                ================        =================         ============       =============

Depreciation and amortization:
   Ground Segment Systems, Networks and
     Enterprise Solutions.....................  $            427        $             296         $      1,279       $       1,048
   Data Communications Services...............             1,022                      419                5,013                 775
   Intercompany eliminations..................                (3)                       -                   (6)                  -
                                                ----------------        -----------------         ------------       -------------
Total depreciation and amortization...........  $          1,446        $             715         $      6,286       $       1,823
                                                ================        =================         ============       =============

Expenditures for long-lived assets:

   Ground Segment Systems, Networks and
     Enterprise Solutions.....................  $            331        $              78         $      1,756       $         768
   Data Communications Services...............              (328)                   1,434                3,751               3,170
   Intercompany eliminations..................                (6)                    (196)                (132)               (229)
                                                ----------------        -----------------         ------------       -------------
Total expenditures for long-lived assets......  $             (3)       $           1,316         $      5,375       $       3,709
                                                ================        =================         ============       =============
</TABLE>

<TABLE>
<CAPTION>
                                                                                     MARCH 31,                  JUNE 30,
                                                                                       2001                       2000
                                                                                    (UNAUDITED)                (AUDITED)
                                                                            -------------------------------------------------
<S>                                                                         <C>                         <C>
Assets:
   Ground Segment Systems, Networks and
     Enterprise Solutions...............................................    $         127,326           $       121,519
   Data Communications Services.........................................              104,436                   109,624
   Intercompany eliminations............................................              (24,815)                  (11,976)
                                                                            -------------------------------------------------
Total assets............................................................    $         206,947           $       219,167
                                                                            =================================================
</TABLE>




                                       11
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

     This Quarterly Report on Form 10-Q contains certain forward-looking
statements that involve risks and uncertainties. Our actual results could differ
significantly from the results discussed in the forward-looking statements.
Factors that could cause or contribute to such differences include those
discussed below as well as those discussed in our other filings with the
Securities and Exchange Commission, including our Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q.

OVERVIEW

     Since our inception, a majority of our revenues have been generated by our
ground segment systems, networks and enterprise solutions business. Contracts
for these ground segment systems, networks and enterprise solutions have been
fixed-price contracts in virtually all cases. Profitability of such contracts is
subject to inherent uncertainties as to the cost of performance. In addition to
possible errors or omissions in making initial estimates, cost overruns may be
incurred as a result of unforeseen obstacles including both physical conditions
and unexpected problems encountered in engineering design and testing. Since our
business may at times be concentrated in a limited number of large contracts, a
significant cost overrun on any contract could have a material adverse effect on
our business, financial condition and results of operations. The period from
contract award through installation of ground segment systems and networks and
communications services supplied by us generally requires from three to twelve
months. We use the percentage of completion method of accounting for contract
revenues upon the achievement of various milestones. Accordingly, most of the
revenues from sales of products is typically recognized when the product is
shipped, with the balance recognized at the time of acceptance by the customer.
Revenues from providing satellite-based communications services are recognized
at the time the services are performed. Costs of revenues are generally recorded
based on the relationship of the amount of projected final costs to the
percentage of revenue recorded for the specific contract.

     Costs of revenues consist primarily of the costs of purchased materials,
direct labor and related overhead expenses, project-related travel, living costs
and subcontractor salaries. In addition, cost of revenues relating to Internet
access service fees consists primarily of satellite space segment charges and
Internet connectivity fees. Network operations expenses consist primarily of
costs associated with the operation of NetSat Express' network operations center
on a twenty-four hour a day, seven day a week basis including personnel and
related costs. Selling and marketing expenses consist primarily of salaries,
travel and living costs for sales and marketing personnel. Research and
development expenses consist primarily of salaries and related overhead expenses
paid to engineers. General and administrative expenses consist of expenses
associated with amortization on long-term satellite transponder capital leases,
management, accounting, contract and administrative functions. We anticipate
that network operations and research and development will continue to increase
during the next several years due to expected increases in personnel and related
expenses to support our increasing service base.

RESULTS OF OPERATIONS

Three and Nine Months Ended March 31, 2001 and 2000

     Revenues. Revenues increased by $5.7 million, or 30.6%, to $24.2 million
for the three months ended March 31, 2001 and increased by $22.1 million, or
40.0%, to $77.5 million for the nine months ended March 31, 2001 compared to
$18.6 million and $55.4 million for the comparable three and nine months ended
March 31, 2000. The increase reflects strong growth in revenues generated by
NetSat Express from additional service revenues derived from new and existing
Internet access service customers as well as an increase in revenues generated
by Globecomm Systems.

     Gross Profit. Gross profit increased by $2.8 million, or 112.1%, to $5.2
million for the three months ended March 31, 2001, and by $9.1 million, or
123.7%, to $16.5 million for the nine months ended March 31, 2001 from $2.5
million and $7.4 million for the comparable three and nine months ended March
31, 2000, respectively. The increase reflects revenues generated by NetSat
Express from additional service revenues derived from new and existing Internet
access service and an increase in shipments in the domestic satellite
infrastructure business. Gross

                                       12
<PAGE>

profit as a percentage of revenues for the three months ended March 31, 2001
increased to 21.6% compared to 13.3% for the three months ended March 31, 2000
and for the nine months ended March 31, 2001 increased to 21.3% compared to
13.3% for the nine months ended March 31, 2000. This increase is attributable to
an increase in the gross profit for NetSat Express as a result of an increase in
utilization of network capacity. We expect our gross margins to decline in the
future due to the under-utilization of NetSat Express' satellite transponder
space.

     Network Operations. Network operations expenses increased by $1.3 million,
or 231.1%, to $1.8 million for the three months ended March 31, 2001 and
increased by $2.7 million, or 212.1%, to $4.0 million, for the nine months ended
March 31, 2001 compared to $0.6 million and $1.3 million for the comparable
three and nine months ended March 31, 2000. The increase is due to the expansion
of NetSat Express' network operations center and related expenses to support the
increase in service base.

     Selling and Marketing. Selling and marketing expenses increased by $0.1
million, or 5.9%, to $1.7 million for the three months ended March 31, 2001 and
increased by $1.7 million, or 42.5%, to $5.7 million, for the nine months ended
March 31, 2001 compared to $1.6 million and $4.0 million for the comparable
three and nine months ended March 31, 2000. This increase is attributable to an
increase in NetSat Express' sales and marketing efforts to penetrate into new
regions.

     Research and Development. Research and development expenses increased by
approximately $0.1 million, or 33.7%, for the three months ended March 31, 2001
and $0.1 million, or 14.1%, for the nine months ended March 31, 2001 compared to
$0.2 million and $0.5 million, for the corresponding prior year periods. These
increases are due to NetSat Express' research and development efforts for
potential new products.

     General and Administrative. General and administrative expenses increased
by $0.6 million, or 21.4%, to $3.4 million for the three months ended March 31,
2001 and increased by $5.5 million, or 79.7%, to $12.4 million, for the nine
months ended March 31, 2001 compared to $2.8 million and $6.9 million for the
comparable three and nine months ended March 31, 2000. General and
administrative expenses as a percentage of revenues for the three months ended
March 31, 2001 decreased to 14.1% compared to 15.1% for the three months ended
March 31, 2000 and increased for the nine months ended March 31, 2001 to 16.0%
compared to 12.5% for the nine months ended March 31, 2000. The increase in
general and administrative expenses is mainly due to an increase in NetSat
Express' amortization expense related to capital leases entered into during
fiscal year 2000 for satellite space segment transponders and an increase in
personnel, including expenses related to its management team.

     Interest Income. Interest income increased by $0.5 million, or 174.8%, to
$0.8 million for the three months ended March 31, 2001 compared to $0.3 million
for the three months ended March 31, 2000, and increased by $1.9 million, or
259.5%, to $2.6 million for the nine months ended March 31, 2001 compared to
$0.7 million for the nine months ended March 31, 2000. The increase is primarily
due to the increase of cash and cash equivalents due to the investment of the
net proceeds from the Company's secondary common stock offering completed in
April 2000.

     Interest Expense. Interest expense was $2.3 million for the three months
ended March 31, 2001 compared to $0.8 million for the three months ended March
31, 2000, and $6.3 million for the nine months ended March 31, 2001 compared to
$1.1 million for the nine months ended March 31, 2000. The increase relates to
the NetSat Express capital leases entered into during fiscal year 2000 for
satellite space segment transponders.

     Gain on Sale of Investment. The gain on sale of investment of $0.3 million
in fiscal 2001 relates to the sale of our 17.0% interest in Armer Communications
Engineering Services, Inc. during the second quarter ended December 31, 2000.

     Gain on Sale of Consolidated Subsidiary's Common Stock. The gain on sale of
consolidated subsidiary's common stock of $2.4 million relates to our sale of
1,400,000 shares of common stock of NetSat Express at $2.50 per share during the
second quarter ended December 31, 1999.

     Provision for Income Taxes. For the three and nine months ended March 31,
2001, the Company recorded a provision for income taxes of $0.1 million and $1.1
million as the Company utilized deferred tax assets based on the amount of
projected taxable income for such periods.


                                       13
<PAGE>

     NetSat Express. Our majority-owned consolidated subsidiary, NetSat Express,
experienced an increase in revenues of $4.3 million, or 230.1%, to $6.2 million
for the three months ended March 31, 2001, and revenues increased by $12.7
million, or 231.8%, to $18.2 million for the nine months ended March 31, 2001
compared to $1.9 million and $5.5 million in revenues for the comparable three
and nine months ended March 31, 2000. The increase resulted from additional
service revenues derived from new and existing Internet access service
customers. The loss from operations associated with NetSat Express decreased by
$1.3 million, or 49.0%, to $1.3 million for the three months ended March 31,
2001 and increased by $0.4 million, or 7.2%, to $5.4 million, for the nine
months ended March 31, 2001 compared to $2.6 million and $5.0 million for the
comparable three and nine months ended March 31, 2000. The increase was
primarily due to an increase in general and administrative expenses associated
with an increase in amortization expense related to capital leases entered into
during fiscal 2000 for satellite space segment transponders and an increase in
personnel, including expenses related to developing its management team, an
increase in selling and marketing efforts to penetrate into new regions and an
increase in network operation expenses due to expansion of NetSat Express'
network operations center and related expenses to support the increase in
service base.

LIQUIDITY AND CAPITAL RESOURCES

     At March 31, 2001, we had working capital of $62.1 million, including cash
and cash equivalents of $46.5 million, restricted cash of $0.6 million,
available-for-sale equity securities of $0.3 million, net accounts receivable of
$32.3 million, net inventories of $8.5 million, prepaid expenses and other
current assets of $2.1 million and deferred income taxes of $0.8 million, offset
by $15.2 million in accounts payable and $13.8 million in accrued expenses and
other current liabilities.

     Net cash used in operating activities during the nine months ended
March 31, 2001 was $12.4 million, which primarily relates to the net loss of
$11.4 million, an increase in net accounts receivable of $10.0 million due to
the timing of collections on certain contract billings, a decrease in accounts
payable of $1.3 million relating to the timing of vendor payments, offset by
depreciation and amortization expense of $6.3 million primarily related to
capital leases for satellite space segment transponders and a decrease in net
inventories of $1.2 million due to the timing of project billings.

     Net cash used in investing activities during the nine months ended March
31, 2001 was $5.9 million. During the nine months ended March 31, 2001, we used
cash of $5.9 million to purchase fixed assets primarily related to the NetSat
Express Network Operations Center and to purchase satellite earth station
equipment.

     In December 2000, we entered into a $5.0 million credit facility consisting
of (1) a $2.0 million secured domestic line of credit and (2) a $3.0 million
secured export-import guaranteed line of credit. This new credit facility has
substantially the same terms as the previous facility, which expired in December
2000. Each line of credit bears interest at the prime rate (8.0% at March 31,
2001) plus 0.50% and is collateralized by a first security interest on all our
assets. The credit facility contains certain financial covenants, which we were
in compliance with at March 31, 2001. As of March 31, 2001, no amounts were
outstanding under this credit facility.

     We also lease satellite space segment services and other equipment under
various capital and operating lease agreements which expire in various years
through 2014. The future minimum lease payments due on these leases through
March 31, 2002 are approximately $22.1 million.

     We expect that our cash and working capital requirements for our operating
activities will continue to increase as we expand our operations. Management
anticipates that NetSat Express will experience negative cash flows due to its
continued operating losses.

     Our future capital requirements will depend upon many factors, including
the success of our marketing efforts in the ground segment systems, networks and
enterprise solutions, the nature and timing of customer orders, the extent to
which we are able to locate additional strategic suppliers in whose technology
we wish to invest, the extent to which we must conduct research and development
efforts internally and potential acquisitions of complementary businesses,
products or technologies. In addition, we have begun to experience a slowdown in
bookings and management believes the current economic slowdown may result in a
further softening in demand for our products from our customers. Based on
current plans, we believe that our existing capital resources will be sufficient
to meet our capital requirements

                                       14
<PAGE>

through March 2002. However, we cannot assure you that there will be no change
that would consume available resources significantly before that time.

Additional funds may not be available when needed and even if available,
additional funds may be raised through financing arrangements and/or the
issuance of preferred or common stock or convertible securities on terms and
prices significantly more favorable than those of the currently outstanding
common stock, which could have the effect of diluting or adversely affecting the
holdings or rights of our existing stockholders. If adequate funds are not
available, we will be required to delay, scale back or eliminate some of our
operating activities, including without limitation, the timing and extent of our
marketing programs, the extent and timing of hiring additional personnel and our
research and development activities and operating activities of NetSat Express.
We cannot assure you that additional financing will be available to us on
acceptable terms, or at all.

     In connection with the restructuring of NetSat Express' operations, we
eliminated approximately 44% of the NetSat Express' workforce and we expect to
report a one-time charge in our fiscal fourth quarter of up to $3.0 million.
This charge includes severance payments to terminated employees, termination
fees in connection with current negotiations to terminate certain leased
transponders, the discontinuation of a NetSat Express product offering, and the
cost associated with the terminated NetSat Express financing activities. In
addition, we renegotiated one of NetSat Express' capitalized lease arrangements
to an operating lease arrangement. As a result of this new arrangement, we will
reduce our capital lease obligations by approximately $84.0 million with a
corresponding reduction in net fixed assets.


RECENT ACCOUNTING PRONOUNCEMENTS

     In December 1999, the Securities and Exchange Commission ("SEC") staff
issued Staff Accounting Bulletin ("SAB") No.101, Revenue Recognition in
Financial Statements. The SEC staff addressed several issues in SAB No. 101,
including timing for recognizing revenues derived from selling arrangements that
involve contractual customer acceptance provisions and when installation and
title transfer occurs after shipment. The Company's existing revenue recognition
policy in accordance with Statement of Position 81-1, Accounting for Performance
of Construction-Type and Certain Production-Type Contracts, is to recognize
revenues based on the percentage of completion method of accounting for contract
revenue upon the achievement of certain milestones. Management is currently
evaluating the effect of SAB No. 101 on its consolidated financial position,
results of operations, liquidity and cash flows. The effect, if any, will become
effective in the fourth quarter of fiscal 2001.

CERTAIN BUSINESS CONSIDERATIONS

RISK FACTORS

WE HAVE A HISTORY OF OPERATING LOSSES AND NEGATIVE CASH FLOW AND EXPECT OUR
LOSSES TO CONTINUE.

We have incurred significant net losses since we began operating in August 1994.
We incurred net losses of $11.4 million during the nine months ended March 31,
2001, $3.6 million during the fiscal year ended June 30, 2000, $8.2 million
during the fiscal year ended June 30, 1999 and $0.5 million during the fiscal
year ended June 30, 1998. Our net losses include net losses of $12.8 million
during the nine months ended March 31, 2001, $7.1 million during the fiscal year
ended June 30, 2000, $2.1 million during the fiscal year ended June 30, 1999 and
$1.7 million during the fiscal year ended June 30, 1998 for NetSat Express. As
of March 31, 2001, our accumulated deficit was approximately $29.7 million. We
anticipate that we will continue to incur net losses. Our ability to achieve and
maintain profitability will depend upon our ability to generate significant
revenues through new customer contracts and the expansion of our existing
products and services, including our communications services. We cannot assure
you that we will be able to obtain new customer contracts or generate
significant additional revenues from those contracts or any new products or
services that we introduce. Even if we become profitable, we may not sustain or
increase our profits on a quarterly or annual basis in the future.

SINCE SALES OF SATELLITE COMMUNICATIONS EQUIPMENT ARE DEPENDENT ON THE GROWTH OF
COMMUNICATIONS NETWORKS, AS MARKET DEMAND FOR THESE NETWORKS DECLINES, OUR
REVENUE AND PROFITABILITY ARE LIKELY TO DECLINE.

We derive, and expect to continue to derive, a significant amount of revenue
from the sale of satellite ground segment systems and networks. If the long-term
growth in demand for communications networks does not occur as we expect, the
demand for our of satellite ground segment systems and networks may decline or
grow more slowly than we expect. As a result, we may not be able to grow our
business and our revenue and profitability may decline from current levels. The
demand for communications networks and the products used in these networks is
affected by various factors, many of which are beyond our control. For example,
general economic conditions have recently

                                       15
<PAGE>

deteriorated and affected the overall rate of capital spending by our customers.
Also, many companies are finding it increasingly difficult to raise capital to
finish building their communications networks and therefore are placing fewer
orders with our customers and us. We believe that the current economic slowdown
may result in a softening of demand from our customers. We believe that this
weakness is generally the result of slower than forecasted growth in a number of
key segments, including communications infrastructure equipment, resulting from
a reduction in the capital spending of service providers. We cannot predict the
extent to which this softening of demand will continue. Further, increased
competition among of satellite ground segment systems and networks manufacturers
may lead to overcapacity and falling prices.

RISKS ASSOCIATED WITH OPERATING IN INTERNATIONAL MARKETS COULD RESTRICT OUR
ABILITY TO EXPAND GLOBALLY AND HARM OUR BUSINESS AND PROSPECTS.

We market and sell our products and services in the United States and
internationally. We anticipate that international sales will continue to account
for a significant portion of our total revenues for the foreseeable future. We
presently conduct our international sales in the following countries: Africa,
the Asia-Pacific Region, Australia, Central and South America, Eastern and
Central Europe and the Middle East. There are some risks inherent in conducting
our business internationally, including:

     o   changes in regulatory requirements could restrict our ability to
         deliver services to our international customers;

     o   export restrictions, tariffs, licenses and other trade barriers could
         prevent us from adequately equipping our network facilities;

     o   differing technology standards across countries may impede our ability
         to integrate our products and services across international borders;

     o   political and economic instability in international markets could
         impede our ability to deliver our services to customers and harm our
         financial results;

     o   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;

     o   increased expenses associated with marketing services in foreign
         countries;

     o   decreases in value of foreign currency relative to the U.S. dollar;

     o   relying on local subcontractors for installation of our products and
         services;

     o   difficulties in staffing and managing foreign operations;

     o   potentially adverse taxes;

     o   complex foreign laws and treaties; and

     o   difficulties in collecting accounts receivable.

These and other risks could impede our ability to manage our international
operations effectively, limit the future growth of our business, increase our
costs and require significant management attention.

IF WE ARE NOT SUCCESSFUL IN SELLING OUR COMMUNICATIONS SERVICES TO OUR CUSTOMERS
FOR WHOM WE HAVE HISTORICALLY PROVIDED SATELLITE GROUND SEGMENT SYSTEMS AND
NETWORKS, OUR RESULTS OF OPERATIONS WILL BE HARMED.

We have historically provided our customers with satellite ground segment
systems and networks as a product on a project basis. We intend on marketing to
our customers our communications services. These services not only

                                       16
<PAGE>

provide the implementation of the satellite ground segment systems and networks
but also provides the ongoing operation and maintenance of these systems and
networks. If we are not successful in selling these communications services to
our existing customers it will harm our results of operations.

IF NETSAT EXPRESS DOES NOT EXECUTE ITS BUSINESS STRATEGY OR IF THE MARKET FOR
ITS SERVICES FAILS TO DEVELOP OR DEVELOPS MORE SLOWLY THAN IT EXPECTS, OUR STOCK
PRICE MAY BE ADVERSELY AFFECTED.

NetSat Express' future revenues and results of operations are dependent on its
execution of its business strategy and the development of the market for its
current and future services. In particular, if NetSat does not substantially
utilize its transponder space our results of operations will be harmed. We
cannot assure you that all of the transponder space will be substantially
utilized. If NetSat Express does not execute its business strategy or execute it
to the expectation level of public market analysts, these public market analysts
may reduce the value they assign to NetSat Express. If the market for its
current or future services fails to develop, or develops more slowly than it
expects, then public market analysts may reduce the value they assign to NetSat
Express. In the event these analysts, in either case, reduce the value they
assign NetSat Express it would have a material adverse affect on the market
price of our stock.

CURRENCY DEVALUATIONS IN THE FOREIGN MARKETS IN WHICH WE OPERATE COULD DECREASE
DEMAND FOR OUR PRODUCTS AND SERVICES.
We denominate our foreign sales in U.S.dollars. Consequently, decreases in the
value of local currencies relative to the U.S. dollar in the markets in which we
operate, adversely affect the demand for our products and services by increasing
the price of our products and services in the currencies of the countries in
which they are sold. The difficult economic conditions in Russia and other
international markets and the resulting foreign currency devaluations have led
to a decrease in demand for our products and services and the decrease in
bookings received by us from these and other foreign regions has adversely
effected our results of operations for the fiscal year ended June 30, 2000 and
the nine months ended March 31, 2001. We expect that these negative trends will
continue to adversely impact our results of operations.

YOU SHOULD NOT RELY ON OUR QUARTERLY OPERATING RESULTS AS AN INDICATION OF OUR
FUTURE RESULTS BECAUSE THEY ARE SUBJECT TO SIGNIFICANT FLUCTUATIONS, AND IF WE
FAIL TO MEET THE EXPECTATIONS OF PUBLIC MARKET ANALYSTS OR INVESTORS, OUR STOCK
PRICE COULD DECLINE SIGNIFICANTLY.

Our future revenues and results of operations may significantly fluctuate due to
a combination of factors, including:

     o   the length of time needed to initiate and complete customer contracts;

     o   delays and/or a decrease in the booking of new contracts;

     o   the demand for and acceptance of our existing products and services;

     o   the cost of providing our products and services;

     o   the introduction of new and improved products and services by us or our
         competitors;

     o   market acceptance of new products and services;

     o   the mix of revenue between our standard products, custom-built products
         and our communications services;

     o   the timing of significant marketing programs;

     o   our ability to hire and retain additional personnel;

     o   the competition in our markets; and


                                       17
<PAGE>


     o   general economic conditions in the United States and abroad, including
         the difficult global economic conditions and the currency devaluations
         in Russia and other international markets which have, and may continue
         to, adversely impact our quarterly results.

Accordingly, you should not rely on quarter-to-quarter comparisons of our
results of operations as an indication of our future performance. It is possible
that in future periods our results of operations may be below the expectations
of public market analysts and investors, which could cause the trading price of
our common stock to decline.

OUR MARKETS ARE HIGHLY COMPETITIVE AND WE HAVE MANY ESTABLISHED COMPETITORS, AND
WE MAY LOSE MARKET SHARE AS A RESULT.

The markets in which we operate are highly competitive and this competition
could harm our ability to sell our products and services on prices and terms
favorable to us. Our primary competitors in the satellite ground segment and
networks services include vertically integrated satellite systems providers like
Nippon Electric Corporation, and systems integrators like IDB Systems, a
division of MCI WorldCom, Inc.

In the communications services and Internet access services markets, we compete
with other satellite communication companies who provide similar services, like
Loral CyberStar, Inc. and PanAmSat Corporation, as well as other Internet
services providers. In addition, we may compete with other communications
service providers like Teleglobe, Inc. and MCI WorldCom. We anticipate that our
competitors may develop or acquire services that provide functionality that is
similar to that provided by our services and that those services may be offered
at significantly lower prices or bundled with other services. In addition, we
anticipate that continuing deregulation worldwide is expected to result in the
formation of a significant number of new competitive service providers over the
next two to three years. These competitors have the financial resources to
withstand substantial price competition and may be in a better position to
endure difficult economic conditions in the Pacific Rim region, Russia and other
markets, and may be able to respond more quickly than we can to new or emerging
technologies and changes in customer requirements. Moreover, many of our
competitors have more extensive customer bases, broader customer relationships
and broader industry alliances that they could use to their advantage in
competitive situations.

The markets in which we operate have limited barriers to entry and we expect
that we will face additional competition from existing competitors and new
market entrants in the future. Moreover, our current and potential competitors
have established or may establish strategic relationships among themselves or
with third parties to increase the ability of their products and services to
address the needs of our current and prospective customers. Existing and new
competitors with their potential strategic relationships may rapidly acquire
significant market share, which would harm our business and financial condition.

IF THE SATELLITE COMMUNICATIONS INDUSTRY FAILS TO CONTINUE TO DEVELOP OR NEW
TECHNOLOGY MAKES IT OBSOLETE, OUR BUSINESS AND FINANCIAL CONDITION WILL BE
HARMED.

Our business is dependent on the continued success and development of satellite
communications technology, which competes with terrestrial communications
transport technologies like terrestrial microwave, coaxial cable and fiber optic
communications systems. If the satellite communications industry fails to
continue to develop, or any technological development significantly improves the
cost or efficiency of competing terrestrial systems relative to satellite
systems, then our business and financial condition would be materially harmed.

WE MAY BE UNABLE TO RAISE ADDITIONAL FUNDS TO MEET OUR CAPITAL REQUIREMENTS IN
THE FUTURE.

We have incurred negative cash flows from operations in each year since our
inception. We believe that our available cash resources will be sufficient to
meet our working capital and capital expenditure requirements through March 30,
2002. However, our future liquidity and capital requirements are difficult to
predict, as they depend on numerous factors, including the success of our
existing product and services offerings as well as competing technological and
market developments. We may need to raise additional funds in order to meet
additional working capital requirements and to support additional capital
expenditures. Should this need arise, additional funds may not be available when
needed and, even if additional funds are available, we may not find the

                                       18
<PAGE>

terms favorable or commercially reasonable. If adequate funds are unavailable,
we may be required to delay, reduce or eliminate some of our operating
activities, including marketing programs, hiring of additional personnel and
research and development programs. If we raise additional funds by issuing
equity securities, our existing stockholders will own a smaller percentage of
our capital stock and new investors may pay less on average for their securities
than, and could have rights superior to, existing stockholders.

WE RELY ON OUR RELATIONSHIPS WITH RESELLERS IN DEVELOPING COUNTRIES WITH
EMERGING MARKETS FOR SALES OF OUR PRODUCTS AND SERVICES AND THE LOSS OR FAILURE
OF ANY OF THESE RELATIONSHIPS MAY HARM OUR ABILITY TO MARKET AND SELL OUR AND
SERVICES.

We intend to provide our products and services and NetSat Express' services
almost entirely in developing countries where we have little or no market
experience. We intend to rely on resellers in those markets to provide their
expertise and knowledge of the local regulatory environment in order to make
access to customers in emerging markets easier. If we are unable to maintain
these relationships, or develop new ones in other emerging markets, our ability
to enter into and compete successfully in developing countries would be
adversely affected.

A LIMITED NUMBER OF CUSTOMERS ACCOUNTS FOR A HIGH PERCENTAGE OF OUR REVENUE, AND
THE LOSS OF A KEY CUSTOMER WOULD ADVERSELY AFFECT OUR REVENUES, BUSINESS AND
FINANCIAL CONDITION.

We rely on a small number of customers for a large portion of our revenues and
expect that a significant portion of our revenues will continue to be derived
from a limited number of customers. We anticipate that our operating results in
any given period will continue to depend to a significant extent upon revenues
from large contracts with a small number of customers. As a result of this
concentration of our customer base, a loss of or decrease in business from one
or more of these customers would materially adversely affect our revenues and
financial condition.

OUR INABILITY TO EFFECTIVELY MANAGE OUR GROWTH AND EXPANSION COULD SERIOUSLY
HARM OUR ABILITY TO EFFECTIVELY RUN OUR BUSINESS.

Since our inception, we have continued to increase the scope of our operations.
This growth has placed, and our anticipated growth will continue to place, a
significant strain on our personnel, management, financial and other resources.
Any failure to manage our growth effectively could seriously harm our ability to
respond to customers, monitor the quality of our products and services and
maintain the overall efficiency of our operations. In order to continue to
pursue the opportunities presented by our satellite-based communications
services, we plan to continue to hire a significant number of key officers and
other employees and to increase our operating expenses by broadening our
customer support capabilities, expanding our sales and marketing operations and
improving our operating and financial systems. If we fail to manage any future
growth in an efficient manner, and at a pace consistent with our business, our
revenues, financial condition and business will be harmed.

WE ANTICIPATE SIGNIFICANT REVENUES FROM FIVE CONTRACTS AND A MODIFICATION OR
TERMINATION OF ALL OR ANY OF THESE CONTRACTS COULD HAVE A MATERIAL ADVERSE
EFFECT ON OUR REVENUES AND FINANCIAL CONDITION.

We have agreements with five customers to provide equipment and services, which
we expect to generate substantial revenues. If any of these customers are unable
to implement their business plans, the market for their services declines, or
all or any of the customers modifies or terminates its agreement with us, our
financial condition and results of operations would be harmed.

WE ARE PAID A FIXED PRICE IN MOST OF OUR CUSTOMER CONTRACTS, AND ANY VARIATION
BETWEEN THE FIXED PRICE AND THE ACTUAL COST OF PERFORMANCE MAY HARM OUR
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

A majority of our customer contracts are on a fixed-price basis. The
profitability of these contracts is subject to inherent uncertainties in the
cost of performance, including costs related to unforeseen obstacles and
unexpected problems encountered in engineering, design and testing of our
products and services. Because a significant portion of our revenues is
dependent upon a small number of customers, if the fixed price is significantly
less than the actual cost of performance on any one contract, our financial
condition and results of operations could be adversely affected.


                                       19
<PAGE>

IF OUR PRODUCTS AND SERVICES ARE NOT ACCEPTED IN DEVELOPING COUNTRIES WITH
EMERGING MARKETS, OUR REVENUES WILL BE IMPAIRED.

We anticipate that a substantial portion of the growth in the demand for our
products and services will come from customers in developing countries due to a
lack of basic communications infrastructure in these countries. However, we
cannot guarantee an increase in the demand for our products and services in
developing countries or that customers in these countries will accept our
products and services at all. Our ability to penetrate emerging markets in
developing countries is dependent upon various factors including:

     o   the speed at which communications infrastructure, including terrestrial
         microwave, coaxial cable and fiber optic communications systems, which
         compete with satellite-based services, is built;

     o   the effectiveness of our local value-added resellers and sales
         representatives in marketing and selling our products and services; and

     o   the acceptance of our products and services by customers.

If our products and services are not accepted, or the market potential we
anticipate does not develop, our revenues will be impaired.

WE DEPEND UPON CERTAIN KEY PERSONNEL AND MAY NOT BE ABLE TO RETAIN THESE
EMPLOYEES OR RECRUIT ADDITIONAL QUALIFIED PERSONNEL, WHICH WOULD HARM OUR
BUSINESS.

Our future performance depends on the continued service of our key technical,
managerial and marketing personnel. In particular, David Hershberg, Kenneth
Miller, Steven Yablonski and Don Woodring. The employment of any of our key
personnel could cease at any time.

Our future success depends upon our ability to attract, retain and motivate
highly-skilled employees. Because the competition for qualified employees among
companies in the satellite communications industry and the networking industry
is intense, we may not be successful in recruiting or retaining qualified
personnel, which would harm our business.

UNAUTHORIZED USE OF OUR INTELLECTUAL PROPERTY BY THIRD PARTIES MAY DAMAGE OUR
BUSINESS.

We regard our trademarks, trade secrets and other intellectual property as
beneficial to our success. Unauthorized use of our intellectual property by
third parties may damage our business. We rely on trademark, trade secret and
patent protection and contracts including confidentiality and license agreements
with our employees, customers, strategic collaborators, consultants and others
to protect our intellectual property rights. Despite our precautions, it may be
possible for third parties to obtain and use our intellectual property without
our authorization.

We currently have been granted two patents in the United States, for remote
access to the Internet using satellites, and for satellite communication with
automatic frequency control, and have two patents pending in the United States.
We also intend to seek further patents on our technology, if appropriate. We
cannot assure you that patents will be issued for any of our pending or any
future patents or that any claims allowed from such applications will be of
sufficient scope, or be issued in all countries where our products and services
can be sold, to provide meaningful protection or any commercial advantage to us.
Also, our competitors may be able to design around our patents. The laws of some
foreign countries in which our products and services are or may be developed,
manufactured or sold may not protect our products and services or intellectual
property rights to the same extent as do the laws of the United States and thus
make the possibility of piracy of our technology and products and services more
likely.

We have trademark registrations of Globecomm Systems Inc. in the European
Community and Russia, and an allowed trademark application in the United States.
We have received trademark registrations for NetSat Express in the United
States, the European Community, Russia, and Brazil. We have various other
trademarks registered or pending for registration in the United States and in
other countries and may intend to seek registration of other trademarks and
service marks in the future. We cannot assure you that registrations will be
granted from any of our pending or future

                                       20
<PAGE>

applications, or that any registrations that are granted will prevent others
from using similar trademarks in connection with related goods and services.

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.

We cannot be sure that our products, services, technologies, and advertising we
employ in our business do not or will not infringe valid patents, trademarks,
copyrights or other intellectual property rights held by third parties. We may
be subject to legal proceedings and claims from time to time relating to the
intellectual property of others in the ordinary course of our business.
Prosecuting infringes and defending against intellectual property infringement
claims could be time consuming and expensive, and regardless of whether we are
or not successful, could cause substantial expenses and disrupt our business. We
may incur substantial expenses in defending against these third party claims,
regardless of their merit. Successful infringement claims against us may result
in substantial monetary liability and/or may materially disrupt the conduct of,
or necessitate the cessation of, our business.

THROUGH THEIR OWNERSHIP, OUR OFFICERS AND DIRECTORS AND THEIR AFFILIATES MAY BE
ABLE TO EXERT SUBSTANTIAL INFLUENCE OVER OUR MANAGEMENT.

As of May 11, 2002, our officers and directors, and their affiliates
beneficially own approximately 1.7 million shares, constituting approximately
13.2% of our outstanding common stock. These stockholders, acting together, may
be able to exert significant influence over the election of directors and other
corporate actions requiring stockholder approval.

WE MAY NOT BE ABLE TO KEEP PACE WITH TECHNOLOGICAL CHANGES, WHICH WOULD MAKE OUR
PRODUCTS AND SERVICES BECOME NON-COMPETITIVE AND OBSOLETE.

The telecommunications industry, including satellite-based communications
services, is characterized by rapidly changing technologies, frequent new
product and service introductions and evolving industry standards. If we are
unable, for technological or other reasons, to develop and introduce new
products and services or enhancements to existing products and services in a
timely manner or in response to changing market conditions or customer
requirements, our products and services would become non-competitive and
obsolete, which would harm our business, results of operations and financial
condition.

WE DEPEND ON OUR SUPPLIERS, SOME OF WHICH ARE OUR SOLE OR A LIMITED SOURCE OF
SUPPLY, AND THE LOSS OF THESE SUPPLIERS WOULD MATERIALLY ADVERSELY AFFECT OUR
BUSINESS, RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

We currently obtain most of our critical components and services from single or
limited sources and generally do not maintain significant inventories or have
long-term or exclusive supply contracts with our source vendors. We have from
time to time experienced delays in receiving products from vendors due to lack
of availability, quality control or manufacturing problems, shortages of
materials or components or product design difficulties. We may experience delays
in the future and replacement services or products may not be available when
needed, or at all, or at commercially reasonable rates or prices. If we were to
change some of our vendors, we would have to perform additional testing
procedures on the service or product supplied by the new vendors, which would
prevent or delay the availability of our products and services. Furthermore, our
costs could increase significantly if we need to change vendors. If we do not
get timely deliveries of quality products and services, or if there are
significant increases in the prices of these products or services, it could have
a material adverse effect on our business, results of operations and financial
condition.

WE MAY BE UNABLE TO LEASE TRANSPONDER SPACE ON SATELLITES WHICH COULD LIMIT OUR
ABILITY TO PROVIDE OUR SERVICES TO OUR CUSTOMERS.

We and NetSat Express lease transponder space on satellites in order to provide
communications and Internet services to our customers and the customers of
NetSat Express. The supply of transponder space serving a geographic region on
earth is limited by the number of satellites that are in orbit above that
geographic region. If companies that own and deploy satellites in orbit
underestimate the demand for transponder space in a given geographic area or
they are simply unable to build and launch enough satellites to keep up with
increasing demand, the price for leasing transponder space could rise,
increasing our cost of operations or we simply may not be able to lease enough
transponder space where needed to meet

                                       21
<PAGE>

the demands of our customers. We currently anticipate that the rapid growth in
the demand for satellite-based communications worldwide could lead to a
short-term shortage of transponder space.

WE RELY ON NETSAT EXPRESS, OUR MAJORITY-OWNED SUBSIDIARY, FOR OUR MAIN SUPPLY OF
SPACE SEGMENT ON SATELLITES. IF THEIR BUSINESS FAILS OR WE ARE OTHERWISE UNABLE
TO CONTINUE TO RELY ON THEM FOR THIS SUPPLY, OUR BUSINESS MAY BE HARMED.

We currently depend on NetSat Express for a majority of our transponder space on
satellites. We do not have a long-term agreement in place with NetSat Express,
as most of our needs are filled on a purchase order basis. If NetSat Express is
unable to develop its business or if we are unable to continue to rely on their
supply for space segment, then we will have to find alternative suppliers. If we
are unable to find another supplier of transponder space or if we are unable to
find one on terms favorable to us, then our business may be harmed.

OUR NETWORK MAY EXPERIENCE SECURITY BREACHES WHICH COULD DISRUPT OUR SERVICES.

Our network infrastructure may be vulnerable to computer viruses, break-ins,
denial of service attacks and similar disruptive problems caused by our
customers or other Internet users. Computer viruses, break-ins, denial of
service attacks or other problems caused by third parties could lead to
interruptions, delays or cessation in service to our customers. There currently
is no existing technology that provides absolute security, and the cost of
minimizing these security breaches could be prohibitively expensive. We may face
liability to customers for such security breaches. Furthermore, these incidents
could deter potential customers and adversely affect existing customer
relationships.

SATELLITES UPON WHICH WE RELY MAY BE DAMAGED OR LOST, OR MALFUNCTION.

The damage, loss or malfunction of any of the satellites used by us, or a
temporary or permanent malfunction of any of the satellites upon which we rely,
would likely result in the interruption of our satellite-based communications
services. This interruption would have a material adverse effect on our
business, results of operations and financial condition.

OUR STOCK PRICE IS HIGHLY VOLATILE.

Our stock price has fluctuated substantially since our initial public offering,
which was completed in August 1997. The market price for our common stock, like
that of the securities of many telecommunications and high technology industry
companies, is likely to remain volatile based on many factors, including the
following:

     o   quarterly variations in operating results;

     o   announcements of new technology, products or services by us or any of
         our competitors;

     o   acceptance of satellite-based communication services and Internet
         access services in developing countries with emerging markets;

     o   changes in financial estimates or recommendations by security analysts;
         or

     o   general market conditions.

In the past, following periods of volatility in the market price of a particular
company's securities, securities class action litigation has often been brought
against that company. We may become involved in this type of litigation in the
future. Litigation of this type is often extremely expensive and diverts
management's attention and resources, which could significantly harm our
business.

A THIRD PARTY COULD BE PREVENTED FROM ACQUIRING YOUR SHARES OF STOCK AT A
PREMIUM TO THE MARKET PRICE BECAUSE OF OUR ANTI-TAKEOVER PROVISIONS.

Various provisions with respect to votes in the election of directors, special
meetings of stockholders, and advance notice requirements for stockholder
proposals and director nominations of our amended and restated certificate of


                                       22
<PAGE>

incorporation, bylaws and Section 203 of the General Corporation Laws of the
State of Delaware could make it more difficult for a third party to acquire us,
even if doing so might be beneficial to you and our other stockholders. In
addition, we have a poison pill in place that could make an acquisition of us by
a third party more difficult.


                      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
We are subject to various federal laws and regulations which may have negative
effects on our business. We operate Federal Communications Commission, or FCC
licensed earth stations in Hauppauge, New York, subject to the Communications
Act of 1934, as amended (the Act), and the rules and regulations of FCC.
Pursuant to the Act and rules, we have obtained and are required to maintain
radio transmission licenses from the FCC for both domestic and foreign
operations of our earth stations. These licenses should be renewed by the FCC in
the normal course as long as we remain in compliance with FCC rules and
regulations. However, we cannot guarantee that additional licenses will be
granted by the FCC when our existing licenses expire, nor are we assured that
the FCC will not adopt new or modified technical requirements that will require
us to incur expenditures to modify or upgrade our equipment as a condition of
retaining our licenses. We are also required to comply with FCC regulations
regarding the exposure of humans to radio frequency radiation from our earth
stations. These regulations, as well as local land use regulations, restrict our
freedom to choose where to locate our earth stations.

FOREIGN OWNERSHIP
We may, in the future, be required to seek FCC approval for foreign ownership if
we operate as a common carrier and ownership of our stock exceeds the criteria
specified above. Failure to comply with these policies may result in an order to
divest the offending foreign ownership, fines, denial of license renewal, and/or
license revocation proceedings against the licensee by the FCC.

FOREIGN REGULATIONS
Regulatory schemes in countries in which we may seek to provide our
satellite-delivered data communications services may impose impediments on our
operations. Some countries in which we intend to operate have telecommunications
laws and regulations that do not currently contemplate technical advances in
telecommunications technology like Internet/intranet transmission by satellite.
We cannot assure you that the present regulatory environment in any of those
countries will not be changed in a manner which may have a material adverse
impact on our business. Either we or our local partners typically must obtain
authorization for each country in which we provide our satellite-delivered data
communications services. The regulatory schemes in each country are different,
and thus there may be instances of noncompliance of which we are not aware. We
cannot assure you that our licenses and approvals are or will remain sufficient
in the view of foreign regulatory authorities, or that necessary licenses and
approvals will be granted on a timely basis in all jurisdictions in which we
wish to offer our products and services or that restrictions applicable thereto
will not be unduly burdensome.

REGULATION OF THE INTERNET
Due to the increasing popularity and use of the Internet it is possible that a
number of laws and regulations may be adopted at the local, national or
international levels with respect to the Internet, covering issues including
user privacy and expression, pricing of products and services, taxation,
advertising, intellectual property rights, information security or the
convergence of traditional communication services with Internet communications.
It is anticipated that a substantial portion of our Internet operations will be
carried out in countries which may impose greater regulation of the content of
information coming into the country than that which is generally applicable in
the United States, for example, privacy regulations in 35 Europe and content
restrictions in countries like the Republic of China. To the extent that we
provide content as a part of our Internet services, it will be subject to laws
regulating content. Moreover, the adoption of laws or regulations may decrease
the growth of the Internet, which could in turn decrease the demand for our
Internet services or increase our cost of doing business or in some other
manner have a material adverse effect on our business, operating results and
financial condition. In addition, the applicability to the Internet of existing
laws governing issues including property ownership, copyrights and other
intellectual property issues, taxation, libel and personal privacy is uncertain.
The vast majority of these laws were adopted prior to the advent of the Internet
and related technologies and, as a result, do not contemplate or address

                                       23
<PAGE>

the unique issues of the Internet and related technologies. Changes to these
laws intended to address these issues, including some recently proposed changes,
could create uncertainty in the marketplace which could reduce demand for our
products and services, could increase our cost of doing business as a result of
costs of litigation or increased product development costs, or could in some
other manner have a material adverse effect on our business, financial condition
and results of operations.

TELECOMMUNICATIONS TAXATION, SUPPORT REQUIREMENTS, AND ACCESS CHARGES
All telecommunications carriers providing domestic services in the United States
are required to contribute a portion of their gross revenues for the support of
universal telecommunications services; and some telecommunications services are
subject to special taxation and to contribution requirements to support services
to special groups, like persons with disabilities. Our services may be subject
to new or increased taxes and contribution requirements that could affect our
profitability, particularly if we are not able to pass them through to customers
for either competitive or regulatory reasons.


Internet services are currently exempt from charges that long distance telephone
companies pay for access to the networks of local telephone companies in the
U.S. Efforts have been made from time to time, and may be made again in the
future, to eliminate this exemption. If these access charges are imposed on
telephone lines used to reach Internet service providers, and/or if flat rate
telephone services for Internet access are eliminated or curtailed, the cost to
customers who access our satellite facilities using telephone company-provided
facilities could increase to an extent that could discourage the demand for our
services. Likewise, the demand for our services in other countries may be
affected by the availability and cost of local telephone or other
telecommunications facilities to reach our facilities.

EXPORT OF TELECOMMUNICATIONS EQUIPMENT
The sale of our ground segment systems, networks, and communications services
outside the United States is subject to compliance with the regulations of the
United States Export Administration Regulations. The absence of comparable
restrictions on competitors in other countries may adversely affect our
competitive position. In addition, in order to ship our products into other
countries, the products must satisfy the technical requirements of that
particular country. If we were unable to comply with such requirements with
respect to a significant quantity of our products, our sales in those countries
could be restricted, which could have a material adverse effect on our business,
financial condition and results of operations.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We are subject to a variety of risks, including foreign currency exchange
rate fluctuations relating to certain purchases from foreign vendors. In the
normal course of business, we assess these risks and have established policies
and procedures to manage our exposure to fluctuations in foreign currency
values.

     Our objective to managing our exposure to foreign currency exchange rate
fluctuations is to reduce the impact of adverse fluctuations in earnings and
cash flows associated with foreign currency exchange rate fluctuations for
certain purchases from foreign vendors, if applicable. Accordingly, we utilize
from time to time foreign currency forward contracts to hedge our exposure on
firm commitments denominated in foreign currency. As of March 31, 2001, we had
no such foreign currency forward contracts.

     Our earnings and cash flows are subject to fluctuations due to changes in
interest rates primarily from our investment of available cash balances in money
market funds with portfolios of investment grade corporate and U.S. government
securities, and secondly, certain of its fixed rate long term capital lease
agreements. Under our current positions, we do not use interest rate derivative
instruments to manage exposure to interest rate changes.




                                       24
<PAGE>

                          PART II -- OTHER INFORMATION

Item 1.         Legal Proceedings

                None

Item 2.         Changes in Securities and Use of Proceeds

                On March 30, 2001, Globecomm Systems issued 233,334 shares of
                its common stock and a five year warrant to purchase 262,501
                shares of its common stock with an exercise price of $11.375 per
                share to George A. Soros in connection with Globecomm Systems'
                purchase of NetSat Express capital stock owned by Mr. Soros. The
                issuance of securities was exempt from the registration
                requirements of the Securities Act of 1933, as amended, pursuant
                to exemption set forth in Section 4(2).

Item 3.         Defaults Upon Senior Securities

                None

Item 4.         Submission of Matters to a Vote of Security Holders

                None

Item 5.         Other Information

                None

Item 6.         Exhibits and Reports on Form 8-K

                (a)      Exhibits

Index to Exhibits:

Exhibit No.
-----------

3.1      Amended and Restated Certificate of Incorporation (incorporated by
         reference to Exhibit 3.1 of the Company's Annual Report on Form 10-K
         for the fiscal year ended June 30, 1999).

3.2      Amended and Restated By-laws of the Company (incorporated by reference
         to Exhibit 3.2 of the Company's Annual Report on Form 10-K for the
         fiscal year ended June 30, 1999).

4.2      See Exhibits 3.1 and 3.2 for provisions of the Amended and Restated
         Certificate of Incorporation and Amended and Restated By-laws of the
         Company defining rights of holders of Common Stock of the Company
         (incorporated by reference to Exhibit 4.2 of the Company's Registration
         Statement on Form S-1, File No. 333-22425 (the "Registration
         Statement")).

10.1     Form of Registration Rights Agreement dated as of February 1997
         (incorporated by reference to exhibit 10.1 of the Registration
         Statement).

10.2     Form of Registration Rights Agreement dated May 30, 1996 (incorporated
         by reference to exhibit 10.2 of the Registration Statement).

10.3     Form of Registration Rights Agreement dated December 31, 1996, as
         amended (incorporated by reference to exhibit 10.3 of the Registration
         Statement).

10.4     Letter Agreement for purchase and sale of 199,500 shares of Common
         Stock dated November 9, 1995 between the Company and Thomson-CSF
         (incorporated by reference to exhibit 10.4 of the Registration
         Statement).


                                       25
<PAGE>

10.5     Investment Agreement dated February 12, 1996 by and between Shiron
         Satellite Communications (1996) Ltd. and the Company (incorporated by
         reference to exhibit 10.5 of the Registration Statement).

10.6*    Stock Purchase Agreement dated as of August 30, 1996 by and between
         C-Grams Unlimited Inc. and the Company (incorporated by reference to
         exhibit 10.6 of the Registration Statement).

10.7     Memorandum of Understanding dated December 18, 1996 by and between
         NetSat Express, Inc. and Applied Theory Communications, Inc.
         (incorporated by reference to exhibit 10.7 of the Registration
         Statement).

10.8     Stock Purchase Agreement dated as of August 23, 1996 by and between
         NetSat Express, Inc. and Hughes Network Systems, Inc. (incorporated by
         reference to exhibit 10.8 of the Registration Statement).

10.9     Employment Agreement dated as of January 27, 1997 between the Company
         and David E. Hershberg (incorporated by reference to exhibit 10.9 of
         the Registration Statement).

10.10    Employment Agreement dated as of January 27, 1997 between the Company
         and Kenneth A. Miller (incorporated by reference to exhibit 10.10 of
         the Registration Statement).

10.11    Purchase and Sale Agreement, 45 Oser Avenue, Hauppauge, New York, dated
         December 12, 1996 by and between Eaton Corporation and the Company
         (incorporated by reference to exhibit 10.13 of the Registration
         Statement).

10.12    Amended and Restated 1997 Stock Incentive Plan (incorporated by
         reference to exhibit 4 of the Company's Registration Statement on Form
         S-8, File No. 333-54622, filed on January 30, 2001).

10.13    Investment Agreement dated August 21, 1998 by and between McKibben
         Communications LLC and the Company (incorporated by reference to
         Exhibit 10.13 of the Company's Annual Report on Form 10-K for the year
         ended June 30, 1998).

10.14    1999 Employee Stock Purchase Plan (incorporated by reference to Exhibit
         99.8 of the Company's Registration Statement on Form S-8, File No.
         333-70527, filed on January 13, 1999).

10.15    Rights Agreement, dated as of December 3, 1998, between the Company and
         American Stock Transfer and Trust Company, which includes the form of
         Certificate of Designation for the Series A Junior Participating
         Preferred Stock as Exhibit A, the form of Rights Certificate as Exhibit
         B and the Summary of Rights to Purchase Series A Preferred Shares as
         Exhibit C (incorporated by reference to Exhibit 4 of Company's Current
         Report on Form 8-K dated December 3, 1998).

10.16    Common Stock Purchase Agreement dated August 11, 1999 between NetSat
         Express, Inc. and Globix Corporation (incorporated by reference to
         Exhibit 10.16 of the Company's Annual Report on Form 10-K for the year
         ended June 30, 1999).

10.17    Series A Preferred Stock Purchase Agreement dated August 11, 1999
         between NetSat Express, Inc. and George Soros (incorporated by
         reference to Exhibit 10.17 of the Company's Annual Report on Form 10-K
         for the year ended June 30, 1999).

10.18    Common Stock Purchase Agreement dated October 28, 1999 between NetSat
         Express, Inc., Globecomm Systems, Inc. and Reuters Holdings Switzerland
         SA (incorporated by reference to Exhibit 10.18 of the Company's
         Quarterly Report on Form 10-Q, for the quarter ended September 30,
         1999).

* Confidential treatment granted for portions of this agreement.

           (b) Reports on Form 8-K

           None



                                       26
<PAGE>

                                   SIGNATURES

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 thereunto duly authorized.

                                           GLOBECOMM SYSTEMS INC.
                                           ----------------------
                                                (Registrant)

Date: May 15, 2001                         /s/ David E. Hershberg
                                           ----------------------

                                           David E. Hershberg
                                           Chief Executive Officer and
                                           Chairman of the Board of Directors


Date: May 15, 2001                         /s/ Andrew C. Melfi
                                           -------------------

                                           Andrew C. Melfi
                                           Vice President and Chief Financial
                                           Officer (Principal Financial and
                                           Accounting Officer)





                                       27