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UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    WASHINGTON, D.C. 20549
  FORM 10-K
 x ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended June 30,
    2010ORo TRANSITION
    REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to  Commission File Number
    000-22839
  GLOBECOMM SYSTEMS
    INC.
 (exact name of registrant as specified in its charter)
  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
 Securities registered pursuant to Section 12(b) of the
    Act:
  Name of each exchangeTitle of each class

on which registeredCommon Stock, $0.001 Par Value

NASDAQ Global Market   Securities registered pursuant to Section 12(g) of the
    Act: None
 (Title of class)
  o x
  o x
  x o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. x
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer x
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o x
      DOCUMENTS INCORPORATED BY REFERENCE
  Form 10-K.




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PART I
  Item 1.
    Business  Overview
  end-to-end
        Growth
    Strategy
       2




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Solution
    Offerings
    Services
    Solution Overview
    back-up
        Access
    Service Line
   3




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Access Plus end-to-end
  
    Single Channel per Carrier (SCPC)
    Multiple Channel per Carrier (MCPC)
    Time Division Multiple Access (iDirect)
    Deterministic SCPC (Vipersat)  Access Video Backhaul IP-centric
  Access Voice Termination
  Access Bandwidth
  Access Maritime e-mail,
 4




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Access Hardware IP-centric
  AccessX®, ® ®
    Hosted
    Service Line
    Hosted Cellular and/or
  
    Our GSM-UMTS/HSPA Switching/Core Platform
    Our CDMA-EVDO Switching/Core Platform
    Domestic and international connectivity for voice, data and
    internet
    Our network of Tier 1 IP terrestrial providers at our
    teleport locations and the interconnectivity between our
    teleport facilities
    Our large pool of diverse satellite bandwidth coverage,
    frequencies and providers
    Our centralized global NOC  and/or
   5




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Hosted Video
  
    Publishing platform for hosting of Video On Demand content
    Media processing infrastructure for the transcoding of live and
    on-demand content for viewing across hybrid networks and for
    viewing on televisions, computers and mobile devices
    Security platforms to ensure secure content delivery and digital
    rights management across diverse networks
    Streaming media platform for delivery across hybrid network
    topologies
    Interactive platform allowing viewers to interact with live
    presenters and on-demand content
    Administrative platform providing customers with back office
    control and reporting  Lifecycle
    Support Service Line
    Network Monitoring and Help Desk and/or
  Installation and Maintenance on-site
 6




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Professional Engineering end-to-end
    Design
  Installation on-site,
  Maintenance
  Customer Service
  Infrastructure
    Solutions Overview
  state-of-the-art IP-based
    Pre-Engineered
    Products
   7




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tm tm ® sub-meter sub-meter
  Summit
    Product Line  Fixed Satellite
    Terminals (SUMMIT LOGO)
  sub-meter turn-up
  Explorer
    Product Line  Transportable Satellite
    Terminals (EXPLORER LOGO)
  sub-meter
    tm
  TomCattm

    X Band sets-up tm
  Auto-Explorer 0.77/1.0/1.2 Meter Ku Band
  Auto-Explorer 1.2 Meter Ka Band
  Auto-Explorer 1.2 Meter X Band
 8




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Explorer TES
  GlobalStorm 2400/3700
  Explorer Pallet
  AxxSys®

    Network Management
    System (LOGO)
    AxxSys ® Network Management Systems
  SpyGlass Carrier Monitoring
    Systems ® ®
  Systems
    Design and Integration Product
  IP-based
     9




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video-on-demand,
    IP-centric IP-based pay-per-view
    Sales and
    Marketing
      end-to-end
 10




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and/or
        Competition
     11




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end-to-end
    Acquisitions
        Customers
    Backlog
   12




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Product
    Design, Assembly and Testing
      Research
    and Development
   13




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Intellectual
    Property
      Government
    Regulations
  Operations
    and Use of Satellites
      and/or
 14




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Common
    Carrier Regulation
    Foreign
    Ownership
  non-United non-United
  and/or
    Foreign
    Regulations
    Regulation
    of the Internet
   15




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Telecommunications
    Taxation, Support Requirements and Access Charges
  and/or
    Export
    of Telecommunications Equipment
    Employees
   16




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Financial
    Information About Geographic Areas
    Financial
    Information About Business Segments
    Available
    information
  www.globecommsystems.com Form 10-K, Form 10-Q, Form 8-K, Form 10-K.
  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, which may not be offset by the
    growth in our services 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.
    We
    derive a substantial portion of our revenues from the government
    marketplace, and a downturn in this marketplace would adversely
    affect us.
   17




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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 could affect our
    results of operations;
    changes in regulatory requirements could restrict our ability to
    deliver services to our international customers, including the
    addition of a country to the list of sanctioned countries under
    the International Emergency Economic Powers Act or similar
    legislation;
    export restrictions, tariffs, licenses and other trade barriers
    could prevent us from adequately equipping our network
    facilities;
    differing technology standards across countries may impede our
    ability to integrate our products and services across
    international borders;
    protectionist laws and business practices favoring local
    competition may give unequal bargaining leverage to key vendors
    in countries where competition is scarce, significantly
    increasing our operating costs;
    increased expenses associated with marketing services in foreign
    countries could affect our ability to compete;
    relying on local subcontractors for installation of our products
    and services could adversely impact the quality of our products
    and services;
    difficulties in staffing and managing foreign operations could
    affect our ability to compete;
    complex foreign laws and treaties could affect our ability to
    compete; and
    potentially adverse taxes could affect our results of operations.   18




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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.
    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.
  time-and-expense
  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 or investment
    does not meet expectations;
    increased expenses associated with the consummation and
    integration of an acquisition; and
    loss of key employees, customers or suppliers of any acquired
    business.    In the
    event of a catastrophic loss affecting our operations in
    Hauppauge, New York, Laurel, Maryland or the Netherlands, our
    results of operations would be harmed.
   19




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Our
    markets are highly competitive and we have many established
    competitors, and we may lose market share as a
    result.
    end-to-end
    If our
    products and services are not accepted in developing countries
    with emerging markets, our revenues will be
    impaired.
    
    the speed at which communications infrastructure, including
    terrestrial microwave, coaxial cable and fiber optic
    communications systems, which compete with satellite-based
    services, is built;
    the effectiveness of our local resellers and sales
    representatives in marketing and selling our products and
    services; and
    the acceptance of our products and services by customers.   20




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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.
   21




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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.
       22




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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.
  and/or
  Risks
    Related to the Securities Markets and Ownership of Our Common
    Stock
  Our
    stock price is volatile.
    
    quarterly variations in operating results;
    announcements of new technology, products or services by us or
    any of our competitors;
    changes in financial estimates or recommendations by securities
    analysts;
    general market conditions; or
    domestic and international economic factors unrelated to our
    performance.      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.
   23




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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
   24




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Telecommunications
    Taxation, Support Requirements, and Access Charges
  and/or
    Export
    of Telecommunications Equipment
    Foreign
    Ownership
  and/or
 25




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Item 1B.
    Unresolved
    Staff Comments.    Item 2.
    Properties    Item 3.
    Legal
    Proceedings    Item 4.
    Removed
    and Reserved   26




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PART II
  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities    High

Low2010Quarter ended September 30, 2009

$
8.57


$
6.34Quarter ended December 31, 2009


8.24



6.36Quarter ended March 31, 2010


8.29



6.54Quarter ended June 30, 2010


8.99



7.252009Quarter ended September 30, 2008

$
10.94


$
7.45Quarter ended December 31, 2008


8.90



3.96Quarter ended March 31, 2009


6.11



4.29Quarter ended June 30, 2009


7.84



5.10           Equity
    Compensation Plan Information as of June 30, 2010
  Number of securitiesremaining availableNumber of





for futuresecurities to be


Weighted-average


issuance underissued upon exercise


exercise price


equity compensationof outstanding


of outstanding


plans (excludingoptions, warrants


options, warrants


securities reflectedPLAN CATEGORY

and rights


and rights


in column (a))(a)


(b)


(c)Equity compensation plan approved by security holders


1,090,004


$
6.52



Equity compensation plan not approved by security holders(1)


35,000



6.82



Total


1,125,004


$
6.53



     (1)
    
    Shares were issued as part of the Globecomm Systems
    Inc./Telaurus 2009 Special Equity Incentive Plan, which was
    established in connection with the acquisition of Telaurus. The
    Compensation Committee of our board of directors administers the
    plan. The plan allowed for (i) stock option grants with a
    ten-year limit on exercise from the date of the grant (with 1/4
    of the stock option grant vesting on the anniversary of the date
    of the grant each year for four years), (ii) restricted
    stock grants (with 1/3 of the restricted stock grant becoming
    transferable on the anniversary of the date of the grant each
    year for three years) and (iii) restricted stock unit
    grants (with 1/3 of the restricted stock unit grant becoming
    transferable on the anniversary of the date of the grant each
    year for three years). Under the 27




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plan, awards could be granted with respect to 60,000 shares
    of common stock of the Company, 35,000 shares of which were
    granted in the form of restricted stock. Pursuant to its terms,
    no further awards may be made under the plan. Awards are subject
    to adjustments upon certain changes in our common stock or other
    corporate events.  Performance
    Graph
    COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN*
    
    *
    
    $100 invested on 6/30/05 in stock or index, including
    reinvestment of dividends.Fiscal year ending June 30.  Item 6.
    Selected
    Financial Data   28




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29




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Selected
    Financial Data
    (In thousands, except per share data)
  Years Ended June 30,2010


2009


2008


2007


2006Statements of Operations Data:Revenues from infrastructure solutions

$
92,021


$
88,817


$
133,634


$
114,612


$
97,967Revenues from services


135,796



81,344



62,891



36,133



28,069Total revenues


227,817



170,161



196,525



150,745



126,036Costs and operating expenses:Costs from infrastructure solutions


75,974



73,877



106,699



92,197



81,410Costs from services


99,424



60,995



47,739



29,052



23,605Selling and marketing


14,977



12,985



10,873



8,376



7,029Research and development


3,342



2,392



1,913



1,451



1,052General and administrative


23,957



15,954



15,888



12,297



9,589Total costs and operating expenses


217,674



166,203



183,112



143,373



122,685Income from operations


10,143



3,958



13,413



7,372



3,351Other income (expense):Interest income


386



534



1,733



1,370



965Gain on liquidation of foreign subsidiary


















264Interest expense


(106
)






(285
)


(205
)


Interest expense earn-out


(178
)














Income before income taxes


10,245



4,492



14,861



8,537



4,580Provision (benefit) for income taxes


2,343



1,193



(12,158
)


211



88Net income from continuing operations

$
7,902


$
3,299


$
27,019


$
8,326


$
4,492Basic net income from continuing operations per common share

$
0.38


$
0.16


$
1.39


$
0.53


$
0.30Diluted net income from continuing operations per common share

$
0.38


$
0.16


$
1.34


$
0.50


$
0.29Weighted-average shares used in the calculation of basic net
    income from continuing operations per common share


20,560



20,219



19,476



15,795



15,001Weighted-average shares used in the calculation of diluted net
    income from continuing operations per common share


20,992



20,507



20,140



16,672



15,608   30




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Years Ended June 30,2010


2009


2008


2007


2006Other Operating Data:Net income

$
7,902


$
3,299


$
27,019


$
8,326


$
4,492Other income, net


(102
)


(534
)


(1,448
)


(1,165
)


(1,229
)Provision (benefit) for income taxes


2,343



1,193



(12,158
)(a)


211



88Depreciation and amortization


7,479



5,968



5,742



3,333



3,023EBITDA

$
17,622


$
9,926


$
19,155


$
10,705


$
6,374Cash flows provided by (used in) operating activities

$
13,560


$
9,011


$
9,207


$
14,357


$
(1,129
)Cash flows used in investing activities


(28,026
)


(16,719
)


(5,008
)


(36,877
)


(2,484
)Cash flows provided by financing activities


13,449



339



21,642



23,566



2,531Capital expenditures


8,772



4,336



5,008



17,808
(c)


2,484Backlog at end of year


163,937



153,865



146,787



141,198



90,930   June 30,2010

2009

2008

2007

2006Balance Sheet Data:Cash and cash equivalents

$
42,863


$
44,034


$
51,399
(b)

$
25,558


$
24,512Working capital


76,712



74,644



79,009



37,251



43,695Total assets


240,710



191,539



193,092



142,883



93,234Long-term liabilities


14,021
(e)


1,506



957



13,568
(d)


353Total stockholders equity


167,103



154,812



148,776



83,513



67,016     (a)
    
    During fiscal 2008 we recorded a non-recurring tax benefit of
    $12.5 million primarily due to our recognition of a
    significant portion of our deferred tax assets through a
    reduction in our deferred tax asset valuation allowance. See
    Note 15 of the Notes to Consolidated Financial Statements.(b)
    
    The increase in cash at June 30, 2008 is due to
    approximately $36.4 million in net proceeds from an
    offering of equity securities completed in August and September
    2007.(c)
    
    Capital expenditures of $17.8 million primarily related to
    the purchase of network operations center and teleport assets
    primarily for a large program with Showtime Network Inc. as to
    which service began on July 1, 2007. In addition, we
    upgraded our facility to meet the requirements of our increase
    in business levels.(d)
    
    The increase in long term liabilities at June 30, 2007 is
    primarily due to a term loan used to partially fund the
    acquisition of GlobalSat. The balance of the term loan was
    repaid on September 26, 2007.(e)
    
    The increase in long term liabilities at June 30, 2010 is
    primarily due to a term loan used to partially fund the
    acquisition of C2C, Evocomm and Evosat on March 5, 2010.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-K.
 31




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Form 10-K.
  Overview
    point-to-point point-to-multipoint
          seven-day
 32




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Critical
    Accounting Policies
    Revenue
    Recognition  Infrastructure Solutions
  contract-by-contract
  percentage-of-completion
   33




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Costs
    from Infrastructure Solutions
    Goodwill
    and Other Intangibles Assets
    Deferred
    tax assets
       34




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Stock-Based
    Compensation
      Allowances
    for Doubtful Accounts
    Inventories
  work-in-progress work-in-progress.
  Recent
    Accounting Pronouncements
    No. 2009-13 2009-13), 605-25, 2009-13 2009-13
 35




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2009-13
  Results
    of Operations
  Fiscal
    Years Ended June 30, 2010 and 2009
    Revenues from Infrastructure
    Solutions.
  Revenues from Services.
  Costs from Infrastructure Solutions.
  Costs from Services.
  Selling and Marketing.
  Research and Development.
 36




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General and Administrative.
  Interest Income.
  Interest Expense.
  Interest Expense earn-out.
  Provision for income taxes.
  Fiscal
    Years Ended June 30, 2009 and 2008
    Revenues from Infrastructure
    Solutions.
  Revenues from Services.
  Costs from Infrastructure Solutions.
 37




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Costs from Services.
  Selling and Marketing.
  Research and Development.
  General and Administrative.
  Interest Income.
  Interest Expense.
  Provision (Benefit) for income taxes.
  Liquidity
    and Capital Resources
     38




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39




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and/or
  Off-Balance
    Sheet Arrangements
   40




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Contractual
    Obligations and Commercial Commitments
    Payments Due by PeriodLess than








More thanContractual Obligations

Total


1 year


1-3 years


4-5 years


5 yearsOperating leases

$
76,362


$
41,279


$
26,616


$
8,353


$
114Long-term debt


11,875



2,500



5,000



4,375



Total contractual obligations

$
88,237


$
43,779


$
31,616


$
12,728


$
114   Amount of Commitment Expiration Per PeriodTotal Amounts


Less than








More thanOther Commercial Commitments

Committed


1 year


1-3 years


4-5 years


5 yearsStandby letters of credit

$
8,074


$
3,310


$
4,288


$
476


$
Total commercial commitments

$
8,074


$
3,310


$
4,288


$
476


$
   Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk        Item 8.
    Financial
    Statements and Supplementary Data  Form 10-K.
  Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation of Disclosure Controls and
    Procedures. Rules 13a-15(e) 15d-15(e)
 41




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Managements Report on Internal Control Over Financial
    Reporting. Rules 13a-15(f)
        page F-2 Form 10-K.
  Changes in Internal Control Over Financial
    Reporting.
  Item 9B.
    Other
    Information   42




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PART III
  Item 10.
    Directors,
    Executive Officers and Corporate Governance    Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accounting Fees and Services   43




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##### 



PART IV
  Item 15.
    Exhibits,
    Financial Statement Schedules  (A)(1) Index to Consolidated Financial
    StatementsReports of Independent Registered Public
    Accounting Firm


F-1Consolidated Balance Sheets as of June 30,
    2010 and 2009


F-3Consolidated Statements of Operations for the
    years ended June 30, 2010, 2009 and 2008


F-4Consolidated Statements of Changes in
    Stockholders Equity for the years ended June 30,
    2010, 2009 and 2008


F-5Consolidated Statements of Cash Flows for the
    years ended June 30, 2010, 2009 and 2008


F-6Notes to Consolidated Financial Statements


F-7(2) Index to Consolidated Financial
    Statement ScheduleSchedule II  Valuation and Qualifying
    Accounts


S-1EX-21EX-23EX-31.1EX-31.2EX-32     44




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(3) Index of Exhibits
  ExhibitNo.3
.1

Amended and Restated Certificate of Incorporation (incorporated
    by reference to Exhibit 3.1 of the Registrants Annual
    Report on Form 10-K for the fiscal year ended June 30, 1998).3
.2

Amended and Restated By-laws of the Registrant (incorporated by
    reference to Exhibit 3.2 of the Registrants Annual Report
    on Form 10-K for the fiscal year ended June 30, 1998).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 Registrant defining rights of holders of Common
    Stock of the Registrant (incorporated by reference to Exhibit
    4.2 of the Registrants Registration Statement on Form S-1,
    File No. 333-22425 (the Registration Statement)).10
.1

Employment Agreement dated as of October 9, 2001 by and between
    the Registrant and David E. Hershberg (incorporated by reference
    to Exhibit 10.9 of the Registrants Quarterly Report on
    Form 10-Q, for the quarter ended September 30, 2001).10
.2

The Amended and Restated 1997 Stock Incentive Plan (incorporated
    by reference to Exhibit 99 of the Registrants Registration
    Statement on Form S-8 Registration, File No. 333-112351).10
.3

1999 Employee Stock Purchase Plan (incorporated by reference to
    Exhibit 99.8 of the Registrants Registration Statement on
    Form S-8, File No. 333-70527).10
.4

Employment Agreement, dated as of October 9, 2001, by and
    between Andrew C. Melfi and the Registrant (incorporated by
    reference to Exhibit 10.21 of the Registrants Quarterly
    Report on Form 10-Q, for the quarter ended September 30,
    2001).10
.5

2006 Incentive Stock Plan. (incorporated by reference to
    Appendix A of the Registrants Definitive proxy on schedule
    14A, filed with the Commission on October 13, 2006).10
.6

Asset Purchase Agreement, dated May 2, 2007, by and between the
    Registrant and Lyman Bros., Inc. (incorporated by reference to
    Exhibit 2.1 of the Registrants Registration Statement on
    Form 8-K, file No. 000-22839).10
.7

Amendment to Employment Agreement, dated as of May 15, 2008, by
    and between Andrew C. Melfi and the Registrant (incorporated by
    reference to Exhibit 10.20 of the Registrants Annual
    Report on Form 10-K for the year ended June 30, 2008).10
.8**

Employment Agreement, dated as of April 23, 2007, by and between
    William Raney and the Registrant (incorporated by reference to
    Exhibit 10.21 of the Registrants Annual Report on
    Form 10-K for the year ended June 30, 2008).10
.9**

Amendment to Employment Agreement, dated as of April 1, 2008, by
    and between William Raney and the Registrant (incorporated by
    reference to Exhibit 10.22 of the Registrants Annual
    Report on Form 10-K for the year ended June 30, 2008).10
.10

Employment Agreement, dated as of June 30, 2008, by and between
    Keith Hall and the Registrant (incorporated by reference to
    Exhibit 10.23 of the Registrants Annual Report on Form
    10-K for the year ended June 30, 2008).10
.11

Employment Agreement, dated as of June 30, 2008, by and between
    Tom Coyle and the Registrant (incorporated by reference to
    Exhibit 10.24 of the Registrants Annual Report on Form
    10-K for the year ended June 30, 2008).10
.12

Amendment to Employment Agreement, dated as of January 21, 2009,
    by and between, David E. Hershberg and the Registrant
    (incorporated by reference to Exhibit 10.1 of the
    Registrants Current Report on Form 8-K, dated January 21,
    2009).10
.13

Amendment to Employment Agreement, dated as of January 21, 2009,
    by and between, Andrew C. Melfi and the Registrant (incorporated
    by reference to Exhibit 10.2 of the Registrants Current
    Report on Form 8-K, dated January 21, 2009).10
.14

Amendment to Employment Agreement, dated as of January 21, 2009,
    by and between, Thomas C. Coyle and the Registrant (incorporated
    by reference to Exhibit 10.7 of the Registrants Current
    Report on Form 8-K, dated January 21, 2009).10
.15

Amendment to Employment Agreement, dated as of January 21, 2009,
    by and between, Keith Hall and the Registrant (incorporated by
    reference to Exhibit 10.8 of the Registrants Current
    Report on Form 8-K, dated January 21, 2009). 45




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##### Table of Contents



ExhibitNo.10
.16

Credit Agreement, dated March 11, 2009, by and between the
    Registrant and Citibank, N.A. (incorporated by reference to
    Exhibit 10.1 of the Registrants Current Report on Form
    8-K, dated March 11, 2009).10
.17

Employment Agreement, dated as of July 21, 2009, by and between
    Keith Hall and the Registrant (incorporated by reference to
    Exhibit 10.23 of the Registrants Annual Report on Form
    10-K for the year ended June 30, 2009).10
.18

Amendment No. 2 to Employment Agreement, dated as of July 21,
    2009, by and between William Raney and the Registrant
    (incorporated by reference to Exhibit 10.24 of the
    Registrants Annual Report on Form 10-K for the year ended
    June 30, 2009).10
.19

Globecomm Systems Inc./Telaurus 2009 Special Equity Incentive
    Plan (incorporated by reference to Exhibit 10.25 of the
    Registrants Annual Report on Form 10-K for the year ended
    June 30, 2009).10
.20

Acquisition Agreement, dated March 5, 2010, by and among the
    Registrant, Globecomm Holdings BV, Globecomm (BVI) Ltd and
    Carrier to Carrier Telecom Holdings Limited (incorporated by
    reference to Exhibit 2.1 of the Registrants Current Report
    on Form 8-K, dated March 5, 2010).10
.21

Asset Purchase Agreement, dated March 5, 2010, by and among the
    Registrant, Globecomm (BVI) Ltd, Carrier to Carrier Telecom
    Holdings Limited and Evocomm Communications Limited
    (incorporated by reference to Exhibit 2.2 of the
    Registrants Current Report on Form 8-K, dated March 5,
    2010).10
.22

Amendment No. 4 to Credit Agreement, dated May 28, 2010 by
    and between the Registrant and Citibank, N.A. (incorporated by
    reference to Exhibit 10.1 of the Registrants Current
    Report on Form 8-K, dated May 28, 2010)14


Registrants Code of Ethics and Business Conduct
    (incorporated by reference to Exhibit 14 of the
    Registrants Annual Report on Form 10-K for the year ended
    June 30, 2004).21


Subsidiaries of the Registrant (filed herewith).23


Consent of Independent Registered Public Accounting Firm (filed
    herewith).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 Sarbanes Oxley Act of 2002
    (filed herewith).     **
    
    Portions of this agreement have been omitted and filed
    separately with the secretary of the Securities and Exchange
    Commission pursuant to a confidential treatment request.  (B)
    Exhibits    (C)
    Financial
    Statement Schedules   46




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##### Table of Contents



SIGNATURES
    GLOBECOMM SYSTEMS INC.Date: September 13, 2010

By:  /s/  DAVID
    E. HERSHBERGDavid
    E. Hershberg,
    Chairman of the Board and
    Chief Executive Officer     SIGNATURE

TITLE

DATE/s/  DAVID
    E. HERSHBERGDavid
    E. Hershberg

Chairman of the Board and
    Chief Executive Officer
    (Principal Executive Officer)

9/13/10/s/  ANDREW
    C. MELFIAndrew
    C. Melfi

Senior Vice President, Chief Financial Officer and Treasurer
    (Principal 
    Financial and Accounting Officer)

9/13/10/s/  KEITH
    A. HALLKeith
    A. Hall

President and Chief Operating Officer and Director

9/13/10/s/  RICHARD
    E. CARUSORichard
    E. Caruso

Director

9/13/10/s/  HARRY
    L. HUTCHERSON Jr.Harry
    L. Hutcherson Jr.

Director

9/13/10/s/  BRIAN
    T. MALONEYBrian
    T. Maloney

Director

9/13/10/s/  JACK
    A. SHAWJack
    A. Shaw

Director

9/13/10/s/  A.
    ROBERT TOWBINA.
    Robert Towbin

Director

9/13/10/s/  C.J.
    WAYLANC.J.
    Waylan

Director

9/13/10  47




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM               
    F-1




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON
 INTERNAL CONTROL OVER FINANCIAL REPORTING
                   ERNST &
    YOUNG LLP
    F-2




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.CONSOLIDATED BALANCE SHEETS
    
    (In thousands, except share data)
  June 30,


June 30,2010


2009AssetsCurrent assets:Cash and cash equivalents

$
42,863


$
44,034Restricted cash


5,025



Accounts receivable, net


49,222



45,438Inventories


34,486



17,043Prepaid expenses and other current assets


3,100



2,292Deferred income taxes


1,602



1,058Total current assets


136,298



109,865Fixed assets, net


37,839



33,379Goodwill


40,594



25,613Intangibles, net


16,196



11,020Deferred income taxes


7,635



10,214Other assets


2,148



1,448Total assets

$
240,710


$
191,539Liabilities and Stockholders EquityCurrent liabilities:Accounts payable

$
36,929


$
22,468Deferred revenues


2,290



5,259Accrued payroll and related fringe benefits


6,390



4,348Other accrued expenses


11,477



3,146Current portion of long-term debt


2,500



Total current liabilities


59,586



35,221Other liabilities


2,443



924Long term debt


9,375



Deferred income taxes


2,203



582Commitments and contingenciesStockholders equity:Series A Junior Participating, shares authorized, shares
    issued and outstanding: none in 2010 and 2009






Common stock, $.001 par value, shares authorized:
    50,000,000 at June 30, 2010 and 2009; shares issued:
    22,050,635 at June 30, 2010 and 21,339,807 at June 30,
    2009


22



21Additional paid-in capital


189,401



184,736Accumulated deficit


(19,346
)


(27,248
)Treasury stock, at cost, 465,351 shares in 2010 and 2009


(2,781
)


(2,781
)Accumulated other comprehensive (loss) income


(193
)


84Total stockholders equity


167,103



154,812Total liabilities and stockholders equity

$
240,710


$
191,539    F-3




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.CONSOLIDATED STATEMENTS OF
    OPERATIONS 
    (In thousands, except per share data)
  Years Ended June 30,2010


2009


2008Revenues from infrastructure solutions

$
92,021


$
88,817


$
133,634Revenues from services


135,796



81,344



62,891Total revenues


227,817



170,161



196,525Costs and operating expenses:Costs from infrastructure solutions


75,974



73,877



106,699Costs from services


99,424



60,995



47,739Selling and marketing


14,977



12,985



10,873Research and development


3,342



2,392



1,913General and administrative


23,957



15,954



15,888Total costs and operating expenses


217,674



166,203



183,112Income from operations


10,143



3,958



13,413Other income (expense):Interest income


386



534



1,733Interest expense


(106
)






(285
)Interest expense earn-out


(178
)






Income before income taxes


10,245



4,492



14,861Provision (benefit) for income taxes


2,343



1,193



(12,158
)Net income

$
7,902


$
3,299


$
27,019Basic net income per common share

$
0.38


$
0.16


$
1.39Diluted net income per common share

$
0.38


$
0.16


$
1.34Weighted-average shares used in the calculation of basic net
    income per common share


20,560



20,219



19,476Weighted-average shares used in the calculation of diluted net
    income per common share


20,992



20,507



20,140    F-4




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.CONSOLIDATED STATEMENTS OF
    CHANGES IN STOCKHOLDERS EQUITY 
    YEARS ENDED JUNE 30, 2010, 2009 AND 2008
    (In thousands)
  AccumulatedAdditional





Other








TotalCommon Stock


Paid-in


Accumulated


Comprehensive


Treasury Stock


StockholdersShares


Amount


Capital


Deficit


Income (Loss)


Shares


Amount


EquityBalance at June 30, 2007


16,942


$
17


$
143,843


$
(57,566
)

$




465


$
(2,781
)

$
83,513Proceeds from exercise of stock options


168







976



















976Stock compensation expense










736



















736Grant of restricted shares


115



























Proceeds from offering, net of issuance costs of $2,412


3,450



4



36,397



















36,401Proceeds from exercise of warrants


20







110



















110Tax benefit from stock compensation plan










21



















21Net income














27,019















27,019Balance at June 30, 2008


20,695



21



182,083



(30,547
)






465



(2,781
)


148,776Proceeds from exercise of stock options


78







339



















339Stock compensation expense










2,310



















2,310Grant of restricted shares


567



























Tax benefit from stock compensation plan










4



















4Comprehensive income:Net income














3,299















3,299Foreign currency translation


















84











84Total comprehensive income






























3,383Balance at June 30, 2009


21,340



21



184,736



(27,248
)


84



465



(2,781
)


154,812Proceeds from exercise of stock options


166







1,077



















1,077Stock compensation expense










2,349



















2,349Grant of restricted shares


376



1























1Tax benefit from stock compensation plan










4



















4Proceeds from sale of common stock


65







497



















497Grant of shares based upon Telaurus earn-out


104







738



















738Comprehensive income:Net income














7,902















7,902Foreign currency translation


















(277
)










(277
)Total comprehensive income






























7,625Balance at June 30, 2010


22,051


$
22


$
189,401


$
(19,346
)

$
(193
)


465


$
(2,781
)

$
167,103    F-5




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.CONSOLIDATED STATEMENTS OF CASH
    FLOWS 
    (In thousands)
   Years Ended June 30,2010


2009


2008Operating Activities:Net income

$
7,902


$
3,299


$
27,019Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


7,479



5,968



5,742Provision for doubtful accounts


1,017



857



560Deferred income taxes


1,981



1,077



(12,513
)Stock compensation expense


2,349



2,310



736Tax benefit from stock compensation plan


4



4



21Changes in operating assets and liabilities (net of impact of
    acquisitions):Accounts receivable


(1,092
)


9,644



(14,288
)Inventories


(17,086
)


(25
)


(150
)Prepaid expenses and other current assets


(331
)


(734
)


1,421Other assets


(719
)


(343
)


(132
)Accounts payable


11,251



(6,513
)


1,480Deferred revenues


(3,053
)


(4,790
)


212Accrued payroll and related fringe benefits


1,819



(1,860
)


(189
)Other accrued expenses


2,115



248



(476
)Other liabilities


(76
)


(131
)


(236
)Net cash provided by operating activities


13,560



9,011



9,207Investing Activities:Purchases of fixed assets


(8,772
)


(4,336
)


(5,008
)Acquisition of businesses, net of cash received


(13,901
)


(12,383
)


Cash payment for Telaurus earn-out


(353
)






Restricted cash


(5,000
)






Net cash used in investing activities


(28,026
)


(16,719
)


(5,008
)Financing Activities:Proceeds from exercise of stock options


1,077



339



976Proceeds from exercise of warrants










110Proceeds from offering










36,401Proceeds from sale of common stock


497







Borrowings under acquisition loan


12,500







Repayments of debt


(625
)






(15,845
)Net cash provided by financing activities


13,449



339



21,642Effect of foreign currency translation on cash


(154
)


4



Net (decrease) increase in cash and cash equivalents


(1,171
)


(7,365
)


25,841Cash and cash equivalents at beginning of year


44,034



51,399



25,558Cash and cash equivalents at end of year

$
42,863


$
44,034


$
51,399Supplemental Disclosure of Cash Flow Information:Cash paid for interest

$
75


$



$
404Cash paid for income taxes


508



314



353    F-6




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS
 June 30, 2010
  1.
    Organization
    and Description of Business  end-to-end,
  2.
    Significant
    Accounting Policies  Principles
    of Consolidation
    Accounting
    Estimates
    Revenue
    Recognition
   F-7




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   2.
    Significant
    Accounting Policies (continued)  contract-by-contract
  percentage-of-completion
      Costs
    from Infrastructure Solutions
    Costs
    from Services
  seven-day
  Research
    and Development
    Inventories
  work-in-progress first-in,
 F-8




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   2.
    Significant
    Accounting Policies (continued)  Cash
    Equivalents
    Fixed
    Assets
    Fair
    Value Measurements
    Stock-Based
    Compensation
        Goodwill
    and Other Intangible Assets
   F-9




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   2.
    Significant
    Accounting Policies (continued)  Long-Lived
    Assets
      Income
    Taxes
  Deferred
    Tax Assets
      Product
    Warranties
   F-10




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   2.
    Significant
    Accounting Policies (continued)  Foreign
    exchange contracts
    Restricted
    Cash
    Comprehensive
    Income
    Recent
    Accounting Pronouncements
    No. 2009-13 2009-13), 605-25, 2009-13 2009-13 2009-13
  3.
    Acquisitions   F-11




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   3.
    Acquisitions
    (continued)          Cash and cash equivalents

$
1,099Total other current assets


6,821Fixed assets


1,828Other assets


30Goodwill


11,666Customer relationships


5,705Software


125Contracts backlog


800Trademarks


31Liabilities


(8,674
)Total Purchase Price

$
19,431  F-12




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   3.
    Acquisitions
    (continued)      Years EndedJune 30,


June 30,2010


2009(in thousands, except share data)(unaudited)Revenues

$
242,228


$
187,035Net income

$
8,583


$
4,054Basic net income per common share

$
0.42


$
0.20Diluted net income per common share

$
0.41


$
0.20          F-13




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   3.
    Acquisitions
    (continued)    Total current assets

$
2,497Fixed assets


158Other assets


24Goodwill


373Customer relationships


5,025Software


1,162Covenant not to compete


44Trademarks


27Liabilities


(2,906
)Total Purchase Price

$
6,404            F-14




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   3.
    Acquisitions
    (continued)    Total current assets

$
1,933Fixed assets


592Other assets


72Goodwill


3,043Customer relationships


2,549Contracts backlog


331Covenant not to compete


21Trademarks


24Liabilities


(2,566
)Total Purchase Price

$
5,999         4.
    Accounts
    Receivable    5.
    Inventories    June 30,


June 30,2010


2009(In thousands)Raw materials and component parts

$
1,392


$
797Work-in-progress


34,368



18,24335,760



19,040Less progress payments


1,274



1,997$
34,486


$
17,043  F-15




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
  6.
    Fixed
    Assets    June 30,


June 30,2010


2009


Depreciable life(In thousands)Land

$
2,116


$
2,116


Building and improvements


14,201



13,830


10-25 yearsComputer equipment


5,541



4,904


3-5 yearsMachinery and equipment


5,429



5,160


3-5 yearsNetwork operations center


28,791



23,530


3-10 yearsSatellite earth station equipment


18,479



14,966


10 yearsFurniture and fixtures


2,024



1,879


5 yearsLeasehold improvements


788



686


Shorter of lease term
    or estimated life77,369



67,071Less accumulated depreciation and amortization


39,530



33,692$
37,839


$
33,379     7.
    Goodwill
    and Intangibles    Balance at June 30, 2008

$
22,197Acquisition of Mach 6


3,043Acquisition of Telaurus


373Balance at June 30, 2009


25,613Achievement of Telaurus earn-out provision


3,315Acquisition of C2C and Evocomm


11,666Balance at June 30, 2010

$
40,594  F-16




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   7.
    Goodwill
    and Intangibles (continued)    June 30,


June 30,2010


2009


Est. useful life(In thousands)Customer relationships

$
16,279


$
10,574


8-18 yearsSoftware


1,287



1,162


5 yearsContracts backlog


1,771



971


6 months  2 yearsCovenant not to compete


125



125


3-4 yearsTrademarks


82



51


5 years19,544



12,883Less accumulated amortization


3,348



1,863Intangibles, net

$
16,196


$
11,020       2011

$
2,0242012


1,8892013


1,6072014


1,5822015


1,289   8.
    Long-Term
    Debt    Acquisition Loan

$
11,875Less current portion


2,500Long term debt

$
9,375   Acquisition
    Loan
   F-17




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   8.
    Long-Term
    Debt (continued)    2011

$
2,5002012


2,5002013


2,5002014


2,5002015


1,875   Line of
    Credit
    9.
    Common
    Stock  Offering
    10.
    Stock
    Incentive and Stock Purchase Plans   F-18




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   10.
    Stock
    Incentive and Stock Purchase Plans (continued)            Years Ended June 30,2010


2009


2008Weighted-





Weighted-





Weighted-Shares


Average


Shares


Average


Shares


AverageUnder


Exercise


Under


Exercise


Under


ExerciseOption


Price


Option


Price


Option


PriceBalance, beginning of year


1,528


$
8.42



1,655


$
8.38



1,863


$
8.32Grants


33



7.51



76



5.57



58



13.08Exercised


(166
)


6.48



(78
)


4.33



(168
)


5.81Canceled


(270
)


17.39



(125
)


8.78



(98
)


14.36Balance, end of year


1,125



6.53



1,528



8.42



1,655



8.38Exercisable, end of year


1,069


$
6.42



1,437


$
8.38



1,578


$
8.24Weighted-average fair value options granted during the year





$
3.33






$
2.43






$
5.82  F-19




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   10.
    Stock
    Incentive and Stock Purchase Plans (continued)    Options Outstanding


Options ExercisableWeighted-AverageRemaining


Weighted-





Weighted-Contractual


Average





AverageNumber


Life


Exercise


Number


ExerciseRange of Exercise Price

Outstanding


(Years)


Price


Exercisable


Price$1.47  $3.14


3



3.4


$
1.80



3


$
1.80$3.35  $5.16


407



3.1



3.95



399



3.93$5.29  $8.26


525



3.3



6.68



495



6.67$8.31  $12.88


123



2.7



10.55



116



10.58$13.01  $21.00


67



7.1



13.67



56



13.591,125



3.4


$
6.53



1,069


$
6.42         11.
    Basic and
    Diluted Net Income Per Common Share   F-20




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   11.
    Basic and
    Diluted Net Income Per Common Share (continued)    12.
    Fair
    Value Measurements                13.
    Retirement
    Plan   F-21




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
  14.
    Related
    Party Transactions        15.
    Income
    Taxes   F-22




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   15.
    Income
    Taxes (continued)    June 30,


June 30,2010


2009(In thousands)Deferred tax assets:Domestic net operating loss carryforwards

$
12,956


$
15,276Foreign net operating loss carryforwards


51



87Accruals and reserves


2,509



1,665Write-down of investments


383



383AMT tax credit


797



771Research and development credit


2,531



416Projects in progress


580



40019,807



18,998Valuation allowance for deferred tax assets


(6,698
)


(6,634
)13,109



12,364Deferred tax liabilities:Depreciation


(3,133
)


(526
)Intangible assets


(2,942
)


(1,148
)Net deferred tax assets

$
7,034


$
10,690     Years Ended June 30,2010


2009


2008(In thousands)Current:Federal

$
112


$
113


$
340State


74



3



15Foreign


176







362



116



355Deferred:Federal


1,342



1,276



(11,680
)State


716



(35
)


(833
)Foreign


(77
)


(164
)


1,981



1,077



(12,513
)Total provision (benefit) for income taxes

$
2,343


$
1,193


$
(12,158
)    F-23




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   15.
    Income
    Taxes (continued)  paid-in-capital
        Years Ended June 30,2010


2009


2008U.S. Federal statutory rate


35
%


35
%


35
%Research and development credit


(21
)


(9
)


State and local taxes


8







Other


1



1



2Change in valuation allowance










(119
)23
%


27
%


(82
)%    F-24




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   15.
    Income
    Taxes (continued)    Years EndedJune 30,


June 30,2010


2009Balance at beginning of year

$
106


$
Additions based on tax positions taken during the current period


979



106Balance at end of year

$
1,085


$
106       16.
    Segment
    Information     F-25




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   16.
    Segment
    Information (continued)    Years Ended June 30,2010


2009


2008(In thousands)Revenues:Infrastructure solutions

$
92,851


$
89,122


$
134,712Services


144,460



82,473



63,408Intercompany eliminations


(9,494
)


(1,434
)


(1,595
)Total revenues

$
227,817


$
170,161


$
196,525Income from operations:Infrastructure solutions

$
(6,389
)

$
(5,999
)

$
7,315Services


16,521



9,881



6,091Interest income


386



534



1,733Interest expense


(284
)






(285
)Intercompany eliminations


11



76



7Income before income taxes

$
10,245


$
4,492


$
14,861Depreciation and amortization:Infrastructure solutions

$
1,882


$
2,068


$
2,027Services


5,631



3,946



3,761Intercompany eliminations


(34
)


(46
)


(46
)Total depreciation and amortization

$
7,479


$
5,968


$
5,742   Years Ended June 30,2010


2009


2008(In thousands)Expenditures for fixed assets:Infrastructure solutions

$
799


$
1,022


$
1,990Services


7,973



3,314



3,018Total expenditures for fixed assets

$
8,772


$
4,336


$
5,008   June 30,


June 30,2010


2009(In thousands)Assets:Infrastructure solutions

$
207,053


$
191,677Services


130,866



72,544Intercompany eliminations


(97,209
)


(72,682
)Total assets

$
240,710


$
191,539  F-26




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   16.
    Segment
    Information (continued)    17.
    Significant
    Customers and Concentrations of Credit Risk        Years Ended June 30,2010


2009


2008Africa


9
%


6
%


5
%North and South America


3
%


4
%


3
%Asia


6
%


9
%


15
%Europe


12
%


6
%


4
%Middle East


28
%


24
%


21
%58
%


49
%


48
%    F-27




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
  18.
    Commitments
    and Contingencies  Lease
    Commitments
      2011

$
41,2792012


16,5812013


10,0352014


5,9892015


2,364Thereafter


114$
76,362     Employment
    Agreements
   F-28




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
  19.
    Quarterly
    Information (unaudited)    Three Months Ended,June 30,


Mar. 31,


Dec. 31,


Sept. 30,


June 30,


Mar. 31,


Dec. 31,


Sept. 30,2010


2010


2009


2009


2009


2009


2008


2008(In thousands, except per share data)Statement of Operations Data:Revenues from infrastructure solutions

$
30,659


$
18,782


$
23,512


$
19,068


$
24,548


$
19,396


$
21,334


$
23,539Revenues from services


39,600



34,018



33,570



28,608



24,687



19,198



18,643



18,816Total revenues


70,259



52,800



57,082



47,676



49,235



38,594



39,977



42,355Costs and operating expenses:Costs from infrastructure solutions


25,488



14,853



19,838



15,795



20,630



15,938



17,009



20,300Costs from services


28,517



24,822



25,483



20,602



18,219



14,386



14,185



14,205Selling and marketing


4,161



3,943



3,671



3,202



3,765



2,891



3,216



3,113Research and development


1,069



760



762



751



936



636



509



311General and administrative


6,748



6,478



5,216



5,515



4,698



3,892



3,703



3,661Total costs and operating expenses


65,983



50,856



54,970



45,865



48,248



37,743



38,622



41,590Income from operations


4,276



1,944



2,112



1,811



987



851



1,355



765Other income (expense):Interest income


60



58



133



135



23



33



214



264Interest expense


(79
)


(27
)






















Interest expense earn-out


(155
)


(23
)






















Income before income taxes


4,102



1,952



2,245



1,946



1,010



884



1,569



1,029Provision for income taxes


87
(a)


707



844



705



29



342



621



201Net income

$
4,015


$
1,245


$
1,401


$
1,241


$
981


$
542


$
948


$
828Basic net income per common share

$
0.19


$
0.06


$
0.07


$
0.06


$
0.05


$
0.03


$
0.05


$
0.04Diluted net income per common share

$
0.19


$
0.06


$
0.07


$
0.06


$
0.05


$
0.03


$
0.05


$
0.04Weighted-average shares used in the calculation of basic net
    income per common share


20,842



20,601



20,437



20,363



20,324



20,210



20,193



20,152Weighted-average shares used in the calculation of diluted net
    income per common share


21,318



21,030



20,840



20,788



20,623



20,357



20,416



20,690     (a)
    
    In the fourth quarter of the year
    ended June 30, 2010, upon the completion of analysis, the
    Company recorded $1,454,000 for a non-recurring tax benefit
    which primarily relates to research and development tax credits
    for fiscal years 2006 through 2009. F-29




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.
  SCHEDULE II 
    VALUATION AND QUALIFYING ACCOUNTS
  Balance at








Balance atBeginning of








End ofDescription

Period


Additions


Deductions


PeriodYear ended June 30, 2010:Reserves and allowances deducted from asset accounts:Reserve for estimated doubtful accounts receivable

$
1,043,000


$
1,017,000


$
(72,000
)(a)

$
1,988,000Valuation allowance on deferred tax assets


6,634,000



64,000
(b)






6,698,000$
7,677,000


$
1,081,000


$
(72,000
)

$
8,686,000Year ended June 30, 2009:Reserves and allowances deducted from asset accounts:Reserve for estimated doubtful accounts receivable

$
834,000


$
857,000


$
(648,000
)(a)

$
1,043,000Valuation allowance on deferred tax assets


6,561,000



73,000
(b)






6,634,000$
7,395,000


$
930,000


$
(648,000
)

$
7,677,000Year ended June 30, 2008:Reserves and allowances deducted from asset accounts:Reserve for estimated doubtful accounts receivable

$
1,113,000


$
560,000


$
(839,000
)(a)

$
834,000Valuation allowance on deferred tax assets


26,466,000







(19,905,000
)(b)


6,561,000$
27,579,000


$
560,000


$
(20,744,000
)

$
7,395,000     (a)
    
    Reduction in allowance due to write-off of accounts receivable
    balances (net of recovery).(b)
    
    Increase (reduction) in valuation allowance for net deferred tax
    assets. S-1




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##### Table of Contents



Index of
    Exhibits
  ExhibitNo.3
.1

Amended and Restated Certificate of Incorporation (incorporated
    by reference to Exhibit 3.1 of the Registrants Annual
    Report on Form 10-K for the fiscal year ended June 30, 1998).3
.2

Amended and Restated By-laws of the Registrant (incorporated by
    reference to Exhibit 3.2 of the Registrants Annual Report
    on Form 10-K for the fiscal year ended June 30, 1998).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 Registrant defining rights of holders of Common
    Stock of the Registrant (incorporated by reference to Exhibit
    4.2 of the Registrants Registration Statement on Form S-1,
    File No. 333-22425 (the Registration Statement)).10
.1

Employment Agreement dated as of October 9, 2001 by and between
    the Registrant and David E. Hershberg (incorporated by reference
    to Exhibit 10.9 of the Registrants Quarterly Report on
    Form 10-Q, for the quarter ended September 30, 2001).10
.2

The Amended and Restated 1997 Stock Incentive Plan (incorporated
    by reference to Exhibit 99 of the Registrants Registration
    Statement on Form S-8 Registration, File No. 333-112351).10
.3

1999 Employee Stock Purchase Plan (incorporated by reference to
    Exhibit 99.8 of the Registrants Registration Statement on
    Form S-8, File No. 333-70527).10
.4

Employment Agreement, dated as of October 9, 2001, by and
    between Andrew C. Melfi and the Registrant (incorporated by
    reference to Exhibit 10.21 of the Registrants Quarterly
    Report on Form 10-Q, for the quarter ended September 30, 2001).10
.5

2006 Incentive Stock Plan. (incorporated by reference to
    Appendix A of the Registrants Definitive proxy on schedule
    14A, filed with the Commission on October 13, 2006).10
.6

Asset Purchase Agreement, dated May 2, 2007, by and between the
    Registrant and Lyman Bros., Inc. (incorporated by reference to
    Exhibit 2.1 of the Registrants Registration Statement on
    Form 8-K, file No. 000-22839).10
.7

Amendment to Employment Agreement, dated as of May 15, 2008, by
    and between Andrew C. Melfi and the Registrant (incorporated by
    reference to Exhibit 10.20 of the Registrants Annual
    Report on Form 10-K for the year ended June 30, 2008).10
.8**

Employment Agreement, dated as of April 23, 2007, by and between
    William Raney and the Registrant (incorporated by reference to
    Exhibit 10.21 of the Registrants Annual Report on
    Form 10-K for the year ended June 30, 2008).10
.9**

Amendment to Employment Agreement, dated as of April 1, 2008, by
    and between William Raney and the Registrant (incorporated by
    reference to Exhibit 10.22 of the Registrants Annual
    Report on Form 10-K for the year ended June 30, 2008).10
.10

Employment Agreement, dated as of June 30, 2008, by and between
    Keith Hall and the Registrant (incorporated by reference to
    Exhibit 10.23 of the Registrants Annual Report on Form
    10-K for the year ended June 30, 2008).10
.11

Employment Agreement, dated as of June 30, 2008, by and between
    Tom Coyle and the Registrant (incorporated by reference to
    Exhibit 10.24 of the Registrants Annual Report on Form
    10-K for the year ended June 30, 2008).10
.12

Amendment to Employment Agreement, dated as of January 21, 2009,
    by and between, David E. Hershberg and the Registrant
    (incorporated by reference to Exhibit 10.1 of the
    Registrants Current Report on Form 8-K, dated January 21,
    2009).10
.13

Amendment to Employment Agreement, dated as of January 21, 2009,
    by and between, Andrew C. Melfi and the Registrant
    (incorporated by reference to Exhibit 10.2 of the
    Registrants Current Report on Form 8-K, dated January 21,
    2009).10
.14

Amendment to Employment Agreement, dated as of January 21, 2009,
    by and between, Thomas C. Coyle and the Registrant (incorporated
    by reference to Exhibit 10.7 of the Registrants Current
    Report on Form 8-K, dated January 21, 2009).10
.15

Amendment to Employment Agreement, dated as of January 21, 2009,
    by and between, Keith Hall and the Registrant (incorporated by
    reference to Exhibit 10.8 of the Registrants Current
    Report on Form 8-K, dated January 21, 2009).




---



##### Table of Contents



ExhibitNo.10
.16

Credit Agreement, dated March 11, 2009, by and between the
    Registrant and Citibank, N.A. (incorporated by reference to
    Exhibit 10.1 of the Registrants Current Report on Form
    8-K, dated March 11, 2009).10
.17

Employment Agreement, dated as of July 21, 2009, by and between
    Keith Hall and the Registrant (incorporated by reference to
    Exhibit 10.23 of the Registrants Annual Report on Form
    10-K for the year ended June 30, 2009).10
.18

Amendment No. 2 to Employment Agreement, dated as of July 21,
    2009, by and between William Raney and the Registrant
    (incorporated by reference to Exhibit 10.24 of the
    Registrants Annual Report on Form 10-K for the year ended
    June 30, 2009).10
.19

Globecomm Systems Inc./Telaurus 2009 Special Equity Incentive
    Plan (incorporated by reference to Exhibit 10.25 of the
    Registrants Annual Report on Form 10-K for the year ended
    June 30, 2009).10
.20

Acquisition Agreement, dated March 5, 2010, by and among the
    Registrant, Globecomm Holdings BV, Globecomm (BVI) Ltd and
    Carrier to Carrier Telecom Holdings Limited (incorporated by
    reference to Exhibit 2.1 of the Registrants Current Report
    on Form 8-K, dated March 5, 2010).10
.21

Asset Purchase Agreement, dated March 5, 2010, by and among the
    Registrant, Globecomm (BVI) Ltd, Carrier to Carrier Telecom
    Holdings Limited and Evocomm Communications Limited
    (incorporated by reference to Exhibit 2.2 of the
    Registrants Current Report on Form 8-K, dated March 5,
    2010).10
.22

Amendment No. 4 to Credit Agreement, dated May 28, 2010 by
    and between the Registrant and Citibank, N.A. (incorporated by
    reference to Exhibit 10.1 of the Registrants Current
    Report on Form 8-K, dated May 28, 2010)14


Registrants Code of Ethics and Business Conduct
    (incorporated by reference to Exhibit 14 of the
    Registrants Annual Report on Form 10-K for the year ended
    June 30, 2004).21


Subsidiaries of the Registrant (filed herewith).23


Consent of Independent Registered Public Accounting Firm (filed
    herewith).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 Sarbanes Oxley Act of 2002
    (filed herewith).     **
    
    Portions of this agreement have been omitted and filed
    separately with the secretary of the Securities and Exchange
    Commission pursuant to a confidential treatment request.