##### Table of Contents



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




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##### 



GLOBECOMM SYSTEMS INC.
  PagePart I  Financial InformationItem 1.
    
    Financial Statements
    
    
    3Consolidated Balance Sheets  As of December 31, 2009 (unaudited) and June 30, 2009
    
    
    3Consolidated Statements of Operations (unaudited)  For the three and six months ended
December 31, 2009 and 2008
    
    
    4Consolidated Statement of Changes in Stockholders Equity (unaudited)  For the six
months ended December 31, 2009
    
    
    5Consolidated Statements of Cash Flows (unaudited)  For the six months ended
December 31, 2009 and 2008
    
    
    6Notes to Consolidated Financial Statements (unaudited)
    
    
    7Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results
of Operations
    
    
    13Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    20Item 4.
    
    Controls and Procedures
    
    
    21Part II  Other InformationItem 1.
    
    Legal Proceedings
    
    
    21Item 1A.
    
    Risk Factors
    
    
    21Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    29Item 3.
    
    Defaults Upon Senior Securities
    
    
    30Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    30Item 5.
    
    Other Information
    
    
    30Item 6.
    
    Exhibits
    
    
    30Signatures
    
    
    32EX-31.1EX-31.2EX-32
  2




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PART I  FINANCIAL INFORMATION
 
 Item 1.
    
    Financial Statements
 
 GLOBECOMM SYSTEMS INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
 December 31,
    
    
    June 30,2009
    
    
    2009(Unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    49,694
    
    
    $
    44,034Accounts receivable, net
    
    
    38,849
    
    
    
    45,438Inventories
    
    
    25,001
    
    
    
    17,043Prepaid expenses and other current assets
    
    
    2,149
    
    
    
    2,292Deferred income taxes
    
    
    1,058
    
    
    
    1,058Total current assets
    
    
    116,751
    
    
    
    109,865Fixed assets, net
    
    
    36,552
    
    
    
    33,379Goodwill
    
    
    26,728
    
    
    
    25,613Intangibles, net
    
    
    10,317
    
    
    
    11,020Deferred income taxes
    
    
    8,749
    
    
    
    10,214Other assets
    
    
    1,444
    
    
    
    1,448Total assets
    
    $
    200,541
    
    
    $
    191,539Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    24,419
    
    
    $
    22,468Deferred revenues
    
    
    7,012
    
    
    
    5,259Accrued payroll and related fringe benefits
    
    
    3,870
    
    
    
    4,348Other accrued expenses
    
    
    5,313
    
    
    
    3,146Total current liabilities
    
    
    40,614
    
    
    
    35,221Other liabilities
    
    
    784
    
    
    
    924Deferred income taxes
    
    
    582
    
    
    
    582Commitments and contingenciesStockholders equity:Series A Junior Participating, shares
authorized, issued and outstanding: none at
December 31, 2009 and June 30, 2009
    
    
    
    
    
    
    Common stock, $.001 par value, 50,000,000
shares authorized, shares issued: 21,667,307
at December 31, 2009 and 21,339,807 at June
30, 2009
    
    
    21
    
    
    
    21Additional paid-in capital
    
    
    185,827
    
    
    
    184,736Accumulated deficit
    
    
    (24,606
    )
    
    
    (27,248
    )Treasury stock, at cost, 465,351 shares at
December 31, 2009 and June 30, 2009
    
    
    (2,781
    )
    
    
    (2,781
    )Accumulated other comprehensive income
    
    
    100
    
    
    
    84Total stockholders equity
    
    
    158,561
    
    
    
    154,812Total liabilities and stockholders equity
    
    $
    200,541
    
    
    $
    191,539
  3




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GLOBECOMM SYSTEMS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
 Three Months Ended
    
    
    Six Months EndedDecember 31,
    
    
    December 31,
    
    
    December 31,
    
    
    December 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues from infrastructure solutions
    
    $
    23,512
    
    
    $
    21,334
    
    
    $
    42,580
    
    
    $
    44,873Revenues from services
    
    
    33,570
    
    
    
    18,643
    
    
    
    62,178
    
    
    
    37,459Total revenues
    
    
    57,082
    
    
    
    39,977
    
    
    
    104,758
    
    
    
    82,332Costs and operating expenses:Costs from infrastructure solutions
    
    
    19,838
    
    
    
    17,009
    
    
    
    35,633
    
    
    
    37,309Costs from services
    
    
    25,483
    
    
    
    14,185
    
    
    
    46,085
    
    
    
    28,390Selling and marketing
    
    
    3,671
    
    
    
    3,216
    
    
    
    6,873
    
    
    
    6,329Research and development
    
    
    762
    
    
    
    509
    
    
    
    1,513
    
    
    
    820General and administrative
    
    
    5,216
    
    
    
    3,703
    
    
    
    10,731
    
    
    
    7,364Total costs and operating expenses
    
    
    54,970
    
    
    
    38,622
    
    
    
    100,835
    
    
    
    80,212Income from operations
    
    
    2,112
    
    
    
    1,355
    
    
    
    3,923
    
    
    
    2,120Interest income
    
    
    133
    
    
    
    214
    
    
    
    268
    
    
    
    478Income before income taxes
    
    
    2,245
    
    
    
    1,569
    
    
    
    4,191
    
    
    
    2,598Provision for income taxes
    
    
    844
    
    
    
    621
    
    
    
    1,549
    
    
    
    822Net income
    
    $
    1,401
    
    
    $
    948
    
    
    $
    2,642
    
    
    $
    1,776Basic net income per common share
    
    $
    0.07
    
    
    $
    0.05
    
    
    $
    0.13
    
    
    $
    0.09Diluted net income per common share
    
    $
    0.07
    
    
    $
    0.05
    
    
    $
    0.13
    
    
    $
    0.09Weighted-average shares used in the
calculation of basic net income
per common share
    
    
    20,437
    
    
    
    20,193
    
    
    
    20,400
    
    
    
    20,172Weighted-average shares used in the
calculation of diluted net income
per common share
    
    
    20,840
    
    
    
    20,416
    
    
    
    20,812
    
    
    
    20,568
  4




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GLOBECOMM SYSTEMS INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
FOR THE SIX MONTHS ENDED DECEMBER 31, 2009
(In thousands)
(Unaudited)
 AccumulatedAdditional
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    TotalCommon Stock
    
    
    Paid-in
    
    
    Accumulated
    
    
    Comprehensive
    
    
    Treasury Stock
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    Income
    
    
    Shares
    
    
    Amount
    
    
    EquityBalance at June 30, 2009
    
    
    21,340
    
    
    $
    21
    
    
    $
    184,736
    
    
    $
    (27,248
    )
    
    $
    84
    
    
    
    465
    
    
    $
    (2,781
    )
    
    $
    154,812Proceeds from exercise of stock options
    
    
    6
    
    
    
    
    
    
    
    27
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27Stock compensation expense
    
    
    
    
    
    
    
    
    
    
    1,064
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,064Grant of restricted shares
    
    
    321Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,642
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,642Foreign currency translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16
    
    
    
    
    
    
    
    
    
    
    
    16Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,658Balance at December 31, 2009
    
    
    21,667
    
    
    $
    21
    
    
    $
    185,827
    
    
    $
    (24,606
    )
    
    $
    100
    
    
    
    465
    
    
    $
    (2,781
    )
    
    $
    158,561
  5




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GLOBECOMM SYSTEMS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 Six Months EndedDecember 31,
    
    
    December 31,2009
    
    
    2008Operating Activities:Net income
    
    $
    2,642
    
    
    $
    1,776Adjustments to reconcile net income to net
cash provided by operating activities:Depreciation and amortization
    
    
    3,421
    
    
    
    2,747Provision for doubtful accounts
    
    
    803
    
    
    
    522Deferred income taxes
    
    
    1,465
    
    
    
    778Stock compensation expense
    
    
    1,064
    
    
    
    1,220Tax benefit from stock compensation plan
    
    
    
    
    
    
    1Changes in operating assets and liabilities:Accounts receivable
    
    
    5,806
    
    
    
    13,987Inventories
    
    
    (7,945
    )
    
    
    (3,861
    )Prepaid expenses and other current assets
    
    
    163
    
    
    
    (542
    )Other assets
    
    
    8
    
    
    
    (70
    )Accounts payable
    
    
    1,912
    
    
    
    (5,683
    )Deferred revenue
    
    
    1,753
    
    
    
    (2,715
    )Accrued payroll and related fringe benefits
    
    
    (480
    )
    
    
    (1,476
    )Other accrued expenses
    
    
    1,036
    
    
    
    241Other liabilities
    
    
    (140
    )
    
    
    (152
    )Net cash provided by operating activities
    
    
    11,508
    
    
    
    6,773Investing Activities:Purchases of fixed assets
    
    
    (5,883
    )
    
    
    (1,635
    )Net cash used in investing activities
    
    
    (5,883
    )
    
    
    (1,635
    )Financing Activities:Proceeds from exercise of stock options
    
    
    27
    
    
    
    55Net cash provided by financing activities
    
    
    27
    
    
    
    55Effect of foreign currency translation on cash
    
    
    8
    
    
    
    Net increase in cash and cash equivalents
    
    
    5,660
    
    
    
    5,193Cash and cash equivalents at beginning of period
    
    
    44,034
    
    
    
    51,399Cash and cash equivalents at end of period
    
    $
    49,694
    
    
    $
    56,592Supplemental Disclosure of Cash Flow Information:Cash paid for income taxes
    
    $
    272
    
    
    $
    178
  6




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




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




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Goodwill and Other Intangible Assets
    December 31,
    
    
    June 30,2009
    
    
    2009
    
    
    Est. useful life(In thousands)Customer relationships
    
    $
    10,574
    
    
    $
    10,574
    
    
    8-18 yearsSoftware
    
    
    1,162
    
    
    
    1,162
    
    
    5  yearsContracts backlog
    
    
    971
    
    
    
    971
    
    
    6- 8 monthsCovenant not to compete
    
    
    125
    
    
    
    125
    
    
    3-4 yearsTrademark
    
    
    51
    
    
    
    51
    
    
    5  years12,883
    
    
    
    12,883Less accumulated amortization
    
    
    2,566
    
    
    
    1,863Intangibles, net
    
    $
    10,317
    
    
    $
    11,020
   2010
    
    $
    5842011
    
    
    1,1482012
    
    
    1,1472013
    
    
    1,1322014
    
    
    1,107
 Income Taxes
   9




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Comprehensive Income
  Product Warranties
  Subsequent Events
   Recent Accounting Pronouncements
  10




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2. Basic and Diluted Net Income Per Common Share
  3. Inventories
  December 31,2009
    
    
    June 30,(Unaudited)
    
    
    2009(In thousands)Raw materials and component parts
    
    $
    711
    
    
    $
    797Work-in-progress
    
    
    25,601
    
    
    
    18,24326,312
    
    
    
    19,040Less progress payments
    
    
    1,311
    
    
    
    1,997$
    25,001
    
    
    $
    17,043
 4. Segment Information
   11




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##### Table of Contents



Three Months Ended
    
    
    Six Months EndedDecember 31,
    
    
    December 31,
    
    
    December 31,
    
    
    December 31,2009
    
    
    2008
    
    
    2009
    
    
    2008(Unaudited)(In thousands)Revenues:Infrastructure solutions
    
    $
    23,670
    
    
    $
    21,420
    
    
    $
    43,344
    
    
    $
    44,996Services
    
    
    37,423
    
    
    
    19,045
    
    
    
    66,996
    
    
    
    38,066Intercompany eliminations
    
    
    (4,011
    )
    
    
    (488
    )
    
    
    (5,582
    )
    
    
    (730
    )Total revenues
    
    $
    57,082
    
    
    $
    39,977
    
    
    $
    104,758
    
    
    $
    82,332Income (loss) from operations:Infrastructure solutions
    
    $
    (1,370
    )
    
    $
    (892
    )
    
    $
    (2,939
    )
    
    $
    (2,530
    )Services
    
    
    3,481
    
    
    
    2,245
    
    
    
    6,917
    
    
    
    4,637Interest income
    
    
    133
    
    
    
    214
    
    
    
    268
    
    
    
    478Intercompany eliminations
    
    
    1
    
    
    
    2
    
    
    
    (55
    )
    
    
    13Income before income taxes
    
    $
    2,245
    
    
    $
    1,569
    
    
    $
    4,191
    
    
    $
    2,598Depreciation and amortization:Infrastructure solutions
    
    $
    483
    
    
    $
    508
    
    
    $
    967
    
    
    $
    1,016Services
    
    
    1,168
    
    
    
    880
    
    
    
    2,471
    
    
    
    1,754Intercompany eliminations
    
    
    (8
    )
    
    
    (12
    )
    
    
    (17
    )
    
    
    (23
    )Total depreciation and amortization
    
    $
    1,643
    
    
    $
    1,376
    
    
    $
    3,421
    
    
    $
    2,747Expenditures for long-lived assets:Infrastructure solutions
    
    $
    250
    
    
    $
    131
    
    
    $
    542
    
    
    $
    539Services
    
    
    2,051
    
    
    
    540
    
    
    
    5,341
    
    
    
    1,096Total expenditures for long-lived assets
    
    $
    2,301
    
    
    $
    671
    
    
    $
    5,883
    
    
    $
    1,635
 December 31,2009
    
    
    June 30,(Unaudited)
    
    
    2009(In thousands)Assets:Infrastructure solutions
    
    $
    193,543
    
    
    $
    191,677Services
    
    
    82,005
    
    
    
    72,544Intercompany eliminations
    
    
    (75,007
    )
    
    
    (72,682
    )Total assets
    
    $
    200,541
    
    
    $
    191,539
 5. Line of Credit
  12




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Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations.
  Overview
      13




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Critical Accounting Policies
  Revenue Recognition
   14




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Costs from Infrastructure Solutions
  Goodwill and Other Intangible Assets Impairment
  Deferred tax assets
    15




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Stock-Based Compensation
   Allowances for Doubtful Accounts
  Inventories
  Recent Accounting Pronouncements
    16




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Results of Operations
 Three and Six Months Ended December 31, 2009 and 2008
  Revenues from Infrastructure Solutions.
 Revenues from Services.
 Costs from Infrastructure Solutions.
 Costs from Services.
 Selling and Marketing.
 17




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Research and Development
 General and Administrative
 Interest Income
 Provision for Income Taxes
 Liquidity and Capital Resources
    18




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19




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Contractual
Obligations
    
    Payments Due by PeriodMoreLess than 1
    
    
    1-3
    
    
    4-5
    
    
    than 5Total
    
    
    year
    
    
    years
    
    
    years
    
    
    yearsOperating leases
    
    $
    43,371
    
    
    $
    23,516
    
    
    $
    15,080
    
    
    $
    4,775
    
    
    $
    Total contractual cash obligations
    
    $
    43,371
    
    
    $
    23,516
    
    
    $
    15,080
    
    
    $
    4,775
    
    
    $
    
 Amount of Commitment Expiration Per PeriodTotal
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    MoreAmounts
    
    
    Less than 1
    
    
    1-3
    
    
    4-5
    
    
    Than 5Other
Commercial Commitments
    
    Committed
    
    
    year
    
    
    years
    
    
    years
    
    
    yearsStandby letters of credit
    
    $
    10,822
    
    
    $
    6,183
    
    
    $
    4,163
    
    
    $
    476
    
    
    $
    Total commercial commitments
    
    $
    10,822
    
    
    $
    6,183
    
    
    $
    4,163
    
    
    $
    476
    
    
    $
    
    Off-Balance Sheet Arrangements
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  20




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Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures.
 Changes in Internal Control Over Financial Reporting.
 
 Part II  Other Information
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
 Risks Related to Our Business
 Reductions in telecommunications equipment and systems spending have negatively affected our
revenues and profitability of our infrastructure solutions segment.
  A limited number of customer contracts account for a significant portion of our revenues, and the
inability to replace a key customer contract or the failure of the customer to implement its plans
would adversely affect our results of operations, business and financial condition.
  21




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##### Table of Contents



We derive a substantial portion of our revenues from the government marketplace, and a downturn in
this marketplace would adversely affect us.
   Risks associated with operating in international markets, including areas of conflict, could
restrict our ability to expand globally and harm our business and prospects.
  
    
    general political and economic instability in international markets, including the
hostilities in Iraq and Afghanistan, could impede our ability to deliver our products
and services to customers;
    
    difficulties in collecting accounts receivable;
    
    changes in regulatory requirements could restrict our ability to deliver services to
our international customers, including the addition of a country to the list of
sanctioned countries under the International Emergency Economic Powers Act or similar
legislation;
    
    export restrictions, tariffs, licenses and other trade barriers could prevent us
from adequately equipping our network facilities;
    
    differing technology standards across countries may impede our ability to integrate
our products and services across international borders;
    
    protectionist laws and business practices favoring local competition may give
unequal bargaining leverage to key vendors in countries where competition is scarce,
significantly increasing our operating costs;
    
    increased expenses associated with marketing services in foreign countries could
affect our ability to compete;
    
    relying on local subcontractors for installation of our products and services could
adversely impact the quality of our products and services;
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
    
    difficulties in staffing and managing foreign operations could affect our ability
to compete;
    
    complex foreign laws and treaties could affect our ability to compete; and
    
    potentially adverse taxes could affect our results of operations.
  We derive a substantial portion of our revenues from fixed-price projects, under which we assume
greater financial risk if we fail to accurately estimate the costs of the projects.
  Our service revenue has increased as a percentage of total revenue and if our service revenue
decreases or margins decrease, our results of operations will be harmed
  Future acquisitions and strategic investments may divert our resources and managements attention,
results may fall short of expectations and, as a result, our operating results may be difficult to
forecast and may be volatile.
  
    
    failure of the acquisition or investment to meet
the expectations upon which we made a decision to
proceed;
    
    difficulties in the integration of the operations,
technologies, products and personnel of an acquired
business;
    
    diversion of managements attention from other business concerns;
    
    substantial transaction costs;
    
    the potential of significant goodwill and
intangibles write-offs in the future in the event that
an acquisition does not meet expectations;
    
    increased expenses associated with the consummation and integration of the acquisition; and
    
    loss of key employees, customers or suppliers of any acquired business.
 23




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##### Table of Contents



In the event of a catastrophic loss affecting our operations in Hauppauge, New York or Laurel,
Maryland, our results of operations would be harmed.
  Our markets are highly competitive and we have many established competitors, and we may lose market
share as a result.
    If our products and services are not accepted in developing countries with emerging markets, our
revenues will be impaired.
  
    
    the speed at which communications infrastructure, including terrestrial microwave,
coaxial cable and fiber optic communications systems, which compete with
satellite-based services, is built;
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
    
    the effectiveness of our local resellers and sales representatives in marketing and
selling our products and services; and
 
    
    the acceptance of our products and services by customers.
  Since sales of satellite communications equipment are dependent on the growth of communications
networks, if market demand for these networks does not increase from recent depressed levels, our
revenue and profitability are likely to decline.
  We depend upon certain key personnel and may not be able to retain these employees. If we lose the
services of these individuals or cannot hire additional qualified personnel, our business will be
harmed.
   Satellites upon which we rely may malfunction or be damaged or lost.
  We depend on our suppliers, some of which are our sole or a limited source of supply, and the loss
of these suppliers could materially adversely affect our business, results of operations and
financial condition.
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Our network may experience security breaches, which could disrupt our services.
  If the satellite communications industry fails to continue to develop or new technology makes it
obsolete, our business and financial condition will be harmed.
  We may not be able to keep pace with technological changes, which would make our products and
services become non-competitive and obsolete.
  Unauthorized use of our intellectual property by third parties may damage our business.
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Defending against intellectual property infringement claims could be time consuming and expensive,
and if we are not successful, could cause substantial expenses and disrupt our business.
  Risks Related to the Securities Markets and Ownership of Our Common Stock
 Our stock price is volatile.
  
    
    quarterly variations in operating results;
    
    announcements of new technology, products or services by us or any of our
competitors;
    
    changes in financial estimates or recommendations by securities analysts;
    
    general market conditions, including periods of significant volatility; or
    
    domestic and international economic factors unrelated to our performance.
   Because our common stock is thinly traded, it may be difficult to sell shares of our common stock
into the markets without experiencing significant price volatility.
  A third party could be prevented from acquiring shares of our stock at a premium to the market
price because of our anti-takeover provisions.
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We have not paid dividends in the past and do not expect to pay dividends in the future, and any
return on investment may be limited to the value of our stock.
  Risks Related to Government Approvals
 We are subject to many government regulations, and failure to comply with them will harm our
business.
 Operations and Use of Satellites
  Foreign Regulations
  Regulation of the Internet
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Telecommunications Taxation, Support Requirements, and Access Charges
   Export of Telecommunications Equipment
  Foreign Ownership
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  (i)
    
    The following individuals were elected by the
stockholders to serve as directors:
 Board Member
    
    For
    
    WithheldRichard E. Caruso
    
    
    19,478,240
    
    
    
    783,184Keith A. Hall
    
    
    19,451,701
    
    
    
    809,723David E. Hershberg
    
    
    19,472,853
    
    
    
    788,571Harry L. Hutcherson, Jr.
    
    
    19,500,365
    
    
    
    761,059Brian T. Maloney
    
    
    18,759,551
    
    
    
    1,501,873Jack A. Shaw
    
    
    19,502,865
    
    
    
    758,559A. Robert Towbin
    
    
    18,322,970
    
    
    
    1,938,454C.J. Waylan
    
    
    19,495,295
    
    
    
    766,129
 (ii)
    
    To approve the increase in shares authorized to be issued under
the 2006 Stock Incentive Plan was voted upon as follows: 12,068,883
shares for; 1,236,190 shares against; and 15,317 shares abstaining.(iii)
    
    To ratify the appointment of Ernst & Young LLP
as independent registered public accounting firm of the Company for the
fiscal year ending June 30, 2010 was voted upon as follows: 20,016,239
shares for; 185,666 shares against; and 59,519 shares abstaining.
 
 Item 5. Other Information
  
 Item 6. Exhibits
 Exhibit No.
 3.1
    
    Amended and Restated Certificate of Incorporation of the Registrant, filed as Exhibit 3.1 to
the Annual Report on Form 10-K dated September 28, 1998 (Reg. No. 000-22839) (the Annual
Report), and hereby
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Exhibit No.
 incorporated by reference.
 3.2
    
    Amended and Restated By-Laws of the Registrant, filed as Exhibit 3.3 to the Annual Report,
and hereby incorporated by reference.31.1
    
    Chief Executive Officer Certification required by Rules 13a-14 and 15d-14 under the
Securities Exchange Act of 1934, as amended (filed herewith).31.2
    
    Chief Financial Officer Certification required by Rules 13a- 14 and 15d- 14 under the
Securities Exchange Act of 1934, as amended (filed herewith).32
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (filed herewith).
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SIGNATURES
  GLOBECOMM SYSTEMS INC.
(Registrant)Date: February 9, 2010
    /s/ DAVID E. HERSHBERGDavid E. HershbergChairman of the Board and
Chief Executive Officer
(Principal Executive Officer)Date: February 9, 2010
    /s/ ANDREW C. MELFIAndrew C. MelfiSenior Vice President, Chief Financial
Officer and Treasurer (Principal
Financial and Accounting Officer) 32




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Index to Exhibits:
 Exhibit No.
 31.1
    
    Chief Executive Officer Certification required by Rules 13a-14 and 15d-14 under the
Securities Exchange Act of 1934, as amended (filed herewith).31.2
    
    Chief Financial Officer Certification required by Rules 13a- 14 and 15d- 14 under the
Securities Exchange Act of 1934, as amended (filed herewith).32
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (filed herewith).
 33