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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, 2009ORo 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
           2




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Growth
    Strategy
          Solutions
    Offerings
    Infrastructure
    Solutions Overview
  state-of-the-art
 3




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IP-based
      Pre-Engineered
    Systems
  tm tm
    SummitTM

    Modular Building Block Earth Station MBB
    2001.® point-to-point
  SummitTM

    Commercial Terminal CTF
    2001.®
  SummitTM

    Compact Earth Station CES
    2001.®
  Auto-Explorer Fly-Away Satellite
    Terminals.
 4




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Explorer MIL-COTS HMMWV Transportable Satellite
    Terminals.
  AxxSys®

    Network Management Systems.
  SpyGlass Carrier Monitoring
    Systems.® ®
  Systems
    Design and Integration
  IP-based
    IP-based
   5




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Services
    Solution Overview
    back-up
        Access
    Service Line
   6




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Access Plus.
  
    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,
 7




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Access Hardware. IP-centric
    Hosted
    Service Line
    
    Our GSM-UMTS/HSPA Switching/Core Platform.
    Our CDMA-EVDO Switching/Core Platform.
    Domestic and international connectivity for voice, data and
    internet by leveraging our core network.
    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 NOC.  Hosted Cellular and/or
    
    Creating alternative, cost-effective solutions to establish
    and/or grow
    cellular networks while delivering a compelling return on
    investment with lower capital requirements and operating
    expenses. In some cases, the hosted model represents the only
    viable financial model.
    Providing a cost effective solution to introduce new services
    and technologies to an existing network (2G to 3G migration,
    SMS, MMS, etc.)
    Providing an affordable solution to deliver cellular services to
    un-served areas while meeting government imposed Universal
    Services Obligations.
    Providing an accepted and trusted source where
    large, established cellular operators are comfortable that its
    roaming customers will interoperate with our hosted customers
    and are paid under their respective roaming agreements. 8




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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
  Professional Engineering
 9




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end-to-end
    Design
  Installation on-site,
  Maintenance
  Customer Service
  Sales and
    Marketing
      end-to-end
 10




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and/or
        Competition
   11




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end-to-end
    Acquisitions
      Customers
   12




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Backlog
    Product
    Design, Assembly and Testing
      Research
    and Development
   13




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Competition
        end-to-end
    Intellectual
    Property
     14




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Government
    Regulations
  Operations
    and Use of Satellites
      and/or
  Common
    Carrier Regulation
      Foreign
    Ownership
  non-United States non-United
  and/or
 15




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Foreign
    Regulations
    Regulation
    of the Internet
      Telecommunications
    Taxation, Support Requirements and Access Charges
   16




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and/or
    Export
    of Telecommunications Equipment
    Employees
    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.
 17




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Item 1A.
    Risk
    Factors  Risks
    Related to Our Business
  Reductions
    in telecommunications equipment and systems spending have
    negatively affected our revenues and
    profitability.
    A
    limited number of customer contracts account for a significant
    portion of our revenues, and the inability to replace a key
    customer contract or the failure of the customer to implement
    its plans would adversely affect our results of operations,
    business and financial condition.
    We
    derive a substantial portion of our revenues from the government
    marketplace, and a downturn in their marketplace would adversely
    affect us.
     18




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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 and harm our results of operations;
    difficulties in collecting accounts receivable could adversely
    affect our results of operations;
    changes in regulatory requirements could restrict our ability to
    deliver services to our international customers, including the
    addition of a country to the list of sanctioned countries under
    the International Emergency Economic Powers Act or similar
    legislation;
    export restrictions, tariffs, licenses and other trade barriers
    could prevent us from adequately equipping our network
    facilities;
    differing technology standards across countries may impede our
    ability to integrate our products and services across
    international borders;
    protectionist laws and business practices favoring local
    competition may give unequal bargaining leverage to key vendors
    in countries where competition is scarce, significantly
    increasing our operating costs;
    increased expenses associated with marketing services in foreign
    countries could affect our ability to compete;
    relying on local subcontractors for installation of our products
    and services could adversely impact the quality of our products
    and services;
    difficulties in staffing and managing foreign operations could
    affect our ability to compete;
    complex foreign laws and treaties could affect our ability to
    compete; and
    potentially adverse taxes could affect our results of operations.    We
    derive a substantial portion of our revenues from fixed-price
    projects, under which we assume greater financial risk if we
    fail to accurately estimate the costs of the
    projects.
  time-and-expense
  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 .
   19




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In the
    event of a catastrophic loss affecting our operations in
    Hauppauge, New York or Laurel, Maryland, our results of
    operations would be harmed.
    Our
    markets are highly competitive and we have many established
    competitors, and we may lose market share as a
    result.
    end-to-end
    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.
   20




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
    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;
    increased expenses associated with the acquisition; and
    loss of key employees, customers or suppliers of any acquired
    business.    If our
    products and services are not accepted in developing countries
    with emerging markets, our revenues will be
    impaired.
    
    the speed at which communications infrastructure, including
    terrestrial microwave, coaxial cable and fiber optic
    communications systems, which compete with satellite-based
    services, is built;
    the effectiveness of our local resellers and sales
    representatives in marketing and selling our products and
    services; and
    the acceptance of our products and services by customers.    Since
    sales of satellite communications equipment are dependent on the
    growth of communications networks, if market demand for these
    networks does not increase from recent depressed levels, our
    revenue and profitability are likely to decline.
   21




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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.
    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.
   22




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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.
        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
 23




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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.
    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.
   24




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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
   25




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Telecommunications
    Taxation, Support Requirements, and Access Charges
  and/or
    Export
    of Telecommunications Equipment
    Foreign
    Ownership
  and/or
  Item 1B.
    Unresolved
    Staff Comments.   26




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Item 2.
    Properties    Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   27




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


Low2009Quarter 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



5.102008Quarter ended September 30, 2007

$
14.96


$
11.37Quarter ended December 31, 2007


16.49



9.28Quarter ended March 31, 2008


12.00



7.77Quarter ended June 30, 2008


10.53



8.20           Equity
    Compensation Plan Information as of June 30, 2009
  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


1,493,297


$
8.46



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


35,000



6.82



Total


1,528,297


$
8.42



     (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. A copy of the Plan
    is attached hereto as Exhibit 10.25. 28




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Performance
    Graph
    COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN*
    
    *
    
    $100 invested on 6/30/04 in stock or index, including
    reinvestment of dividends.Fiscal year ending June 30.  Item 6.
    Selected
    Financial Data  available-for-sale
 29




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Selected
    Financial Data
    (In thousands, except per share data)
  Years Ended June 30,2009


2008


2007


2006


2005Statements of Operations Data:Revenues from infrastructure solutions

$
88,817


$
133,634


$
114,612


$
97,967


$
90,656Revenues from services


81,344



62,891



36,133



28,069



18,928Total revenues


170,161



196,525



150,745



126,036



109,584Costs and operating expenses:Costs from infrastructure solutions


73,877



106,699



92,197



81,410



75,357Costs from services


60,995



47,739



29,052



23,605



15,527Selling and marketing


12,985



10,873



8,376



7,029



5,821Research and development


2,392



1,913



1,451



1,052



1,021General and administrative


15,954



15,888



12,297



9,589



7,596Total costs and operating expenses


166,203



183,112



143,373



122,685



105,322Income from operations


3,958



13,413



7,372



3,351



4,262Other income (expense):Interest income


534



1,733



1,370



965



444Interest expense






(285
)


(205
)






Gain on liquidation of foreign subsidiary














264



Gain on sale of
    available-for-sale
    securities


















132Gain on sale of investment


















40Income before income taxes


4,492



14,861



8,537



4,580



4,878Provision (benefit) for income taxes


1,193



(12,158
)


211



88



64Net income from continuing operations

$
3,299


$
27,019


$
8,326


$
4,492


$
4,814Basic net income from continuing operations per common share

$
0.16


$
1.39


$
0.53


$
0.30


$
0.33Diluted net income from continuing operations per common share

$
0.16


$
1.34


$
0.50


$
0.29


$
0.32Weighted-average shares used in the calculation of basic net
    income from continuing operations per common share


20,219



19,476



15,795



15,001



14,422Weighted-average shares used in the calculation of diluted net
    income from continuing operations per common share


20,507



20,140



16,672



15,608



14,966   30




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Years Ended June 30,2009


2008


2007


2006


2005Other Operating Data:Net income

$
3,299


$
27,019


$
8,326


$
4,492


$
4,814Other income, net


(534
)


(1,448
)


(1,165
)


(1,229
)


(616
)Provision (benefit)for income taxes


1,193



(12,158
)(a)


211



88



64Depreciation and amortization


5,968



5,742



3,333



3,023



2,695EBITDA

$
9,926


$
19,155


$
10,705


$
6,374


$
6,957Cash flows provided by (used in) operating activities

$
9,011


$
9,207


$
14,357


$
(1,129
)

$
(3,926
)Cash flows used in investing activities


(16,719
)


(5,008
)


(36,877
)


(2,484
)


(1,070
)Cash flows provided by financing activities


339



21,642



23,566



2,531



2,347Capital expenditures


4,336



5,008



17,808
(c)


2,484



3,303Backlog at end of year


153,865



146,787



141,198



90,930



76,268   June 30,2009


2008


2007


2006


2005Balance Sheet Data:Cash and cash equivalents

$
44,034


$
51,399
(b)

$
25,558


$
24,512


$
25,609Working capital


74,644



79,009



37,251



43,695



36,520Total assets


191,539



193,092



142,883



93,234



86,378Long-term liabilities


1,506



957



13,568
(d)


353



670Total stockholders equity


154,812



148,776



83,513



67,016



60,137     (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 12 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.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-K. Form 10-K.
 31




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Overview
    point-to-point point-to-multipoint
         32




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Critical
    Accounting Policies
    Revenue
    Recognition  Infrastructure Solutions
  contract-by-contract
  percentage-of-completion 81-1,
   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 first-in work-in-progress.
 35




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Recent
    Accounting Pronouncements
      Results
    of Operations
  Fiscal
    Years Ended June 30, 2009 and 2008
    Revenues from Infrastructure
    Solutions.
  Revenues from Services.
  Costs from Infrastructure Solutions.
  Costs from Services.
 36




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Selling and Marketing.
  Research and Development.
  General and Administrative.
  Interest Income.
  Interest Expense.
  Provision (Benefit) for income taxes.
  Fiscal
    Years Ended June 30, 2008 and 2007
    Revenues from Infrastructure
    Solutions.
  Revenues from Services.
 37




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Costs from Infrastructure Solutions.
  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
    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

$
43,322


$
21,687


$
14,560


$
7,018


$
57Total contractual cash obligations

$
43,322


$
21,687


$
14,560


$
7,018


$
57   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

$
8,137


$
3,810


$
4,107


$
220


$
Total commercial commitments

$
8,137


$
3,810


$
4,107


$
220


$
   Related
    Party Transactions
   40




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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)
  Managements Report on Internal Control Over Financial
    Reporting. Rules 13a-15(f)
   41




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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, 2009 and 2008


F-3Consolidated Statements of Operations for
    the years ended June 30, 2009, 2008 and 2007


F-4Consolidated Statements of Changes in
    Stockholders Equity for the years ended June 30,
    2009, 2008 and 2007


F-5Consolidated Statements of Cash Flows for
    the years ended June 30, 2009, 2008 and 2007


F-6Notes to Consolidated Financial
    Statements


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


S-1EX-10.23EX-10.24EX-10.25EX-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 Stephen C. Yablonski and the Registrant (incorporated by
    reference to Exhibit 10.20 of the Registrants Quarterly
    Report on Form 10-Q, for the quarter ended September 30, 2001).10
.5

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
.6

Employment Agreement, dated as of October 9, 2001, by and
    between Paul J. Johnson and the Registrant (incorporated by
    reference to Exhibit 10.23 of the Registrants Quarterly
    Report on Form 10-Q, for the quarter ended September 30, 2001).10
.7

Employment Agreement, dated as of October 9, 2001, by and
    between Paul Eterno and the Registrant (incorporated by
    reference to Exhibit 10.24 of the Registrants Quarterly
    Report on Form 10-Q, for the quarter ended September 30, 2001).10
.8

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
.9

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
.10

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
.11**

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
.12**

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
.13

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
.14

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
.15

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). 45




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##### Table of Contents



ExhibitNo.10
.16

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
.17

Amendment to Employment Agreement, dated as of January 21, 2009,
    by and between, Stephen C. Yablonski and the Registrant
    (incorporated by reference to Exhibit 10.3 of the
    Registrants Current Report on Form 8-K, dated January 21,
    2009).10
.18

Amendment to Employment Agreement, dated as of January 21, 2009,
    by and between, Paul J. Johnson and the Registrant (incorporated
    by reference to Exhibit 10.5 of the Registrants Current
    Report on Form 8-K, dated January 21, 2009).10
.19

Amendment to Employment Agreement, dated as of January 21, 2009,
    by and between, Paul Eterno and the Registrant
    (incorporated by reference to Exhibit 10.6 of the
    Registrants Current Report on Form 8-K, dated January 21,
    2009).10
.20

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
.21

Amendment to Employment Agreement, dated as of January 21, 2009,
    by and between, Keith Hall and the Registrant (incorporated by
    reference to Exhibit 10.8 of the Registrants Current
    Report on Form 8-K, dated January 21, 2009).10
.22

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
.23

Employment Agreement, dated as of July 21, 2009, by and between
    Keith Hall and the Registrant (filed herewith).10
.24

Amendment No. 2 to Employment Agreement, dated as of July 21,
    2009, by and between William Raney and the Registrant
    (filed herewith).10
.25

Globecomm Systems Inc./Telaurus 2009 Special Equity Incentive
    Plan (filed herewith).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 14, 2009

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)

9/14/09/s/  ANDREW
    C. MELFIAndrew
    C. Melfi

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

9/14/09/s/  KEITH
    A. HALLKeith
    A. Hall

President and Chief Operating Officer and Director

9/14/09/s/  RICHARD
    E. CARUSORichard
    E. Caruso

Director

9/14/09/s/  HARRY
    L. HUTCHERSON Jr.Harry
    L. Hutcherson Jr.

Director

9/14/09/s/  BRIAN
    T. MALONEYBrian
    T. Maloney

Director

9/14/09/s/  JACK
    A. SHAWJack
    A. Shaw

Director

9/14/09/s/  A.
    ROBERT TOWBINA.
    Robert Towbin

Director

9/14/09/s/  C.J.
    WAYLANC.J.
    Waylan

Director

9/14/09  47




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM               
    F-1




---



##### 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 30,2009


2008AssetsCurrent assets:Cash and cash equivalents

$
44,034


$
51,399Accounts receivable, net


45,438



52,106Inventories


17,043



16,444Prepaid expenses and other current assets


2,292



1,402Deferred income taxes


1,058



1,017Total current assets


109,865



122,368Fixed assets, net


33,379



33,379Goodwill


25,613



22,197Intangibles, net


11,020



2,599Deferred income taxes


10,214



11,496Other assets


1,448



1,053Total assets

$
191,539


$
193,092Liabilities and Stockholders EquityCurrent liabilities:Accounts payable

$
22,468


$
25,650Deferred revenues


5,259



10,004Accrued payroll and related fringe benefits


4,348



5,848Other accrued expenses


3,146



1,759Deferred liabilities






98Total current liabilities


35,221



43,359Other liabilities


924



957Deferred income taxes


582



Commitments and contingenciesStockholders equity:Series A Junior Participating, shares authorized, shares
    issued and outstanding: none in 2009 and 2008






Common stock, $.001 par value, shares authorized:
    50,000,000 at June 30, 2009 and 2008; shares issued:
    21,339,807 at June 30, 2009 and 20,695,466 at June 30,
    2008


21



21Additional paid-in capital


184,736



182,083Accumulated deficit


(27,248
)


(30,547
)Treasury stock, at cost, 465,351 shares in 2009 and 2008


(2,781
)


(2,781
)Accumulated other comprehensive income


84



Total stockholders equity


154,812



148,776Total liabilities and stockholders equity

$
191,539


$
193,092    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 30,2009


2008


2007Revenues from infrastructure solutions

$
88,817


$
133,634


$
114,612Revenues from services


81,344



62,891



36,133Total revenues


170,161



196,525



150,745Costs and operating expenses:Costs from infrastructure solutions


73,877



106,699



92,197Costs from services


60,995



47,739



29,052Selling and marketing


12,985



10,873



8,376Research and development


2,392



1,913



1,451General and administrative


15,954



15,888



12,297Total costs and operating expenses


166,203



183,112



143,373Income from operations


3,958



13,413



7,372Other income (expense):Interest income


534



1,733



1,370Interest expense






(285
)


(205
)Income before income taxes


4,492



14,861



8,537Provision (benefit) for income taxes


1,193



(12,158
)


211Net income

$
3,299


$
27,019


$
8,326Basic net income per common share

$
0.16


$
1.39


$
0.53Diluted net income per common share

$
0.16


$
1.34


$
0.50Weighted-average shares used in the calculation ofbasic net income per common share


20,219



19,476



15,795Weighted-average shares used in the calculation ofdiluted net income per common share


20,507



20,140



16,672    F-4




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.CONSOLIDATED STATEMENTS OF CHANGES IN
    STOCKHOLDERS EQUITYYEARS ENDED JUNE 30, 2009, 2008 AND 2007
    (In thousands)
  AccumulatedAdditional





Other








TotalCommon Stock


Paid-in


Accumulated


Comprehensive


Treasury Stock


StockholdersShares


Amount


Capital


Deficit


Income


Shares


Amount


EquityBalance at June 30, 2006


15,661


$
16


$
135,673


$
(65,892
)

$




465


$
(2,781
)

$
67,016Proceeds from exercise of stock options


1,002



1



6,436



















6,437Stock compensation expense










214



















214Grant of restricted shares


37



























Proceeds from exercise of warrants


242







1,444



















1,444Tax benefit from stock compensation plan










76



















76Net income














8,326















8,326Balance 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















3,299Gain from foreign currency translation


















84











84Total comprehensive income






























3,383Balance at June 30, 2009


21,340


$
21


$
184,736


$
(27,248
)

$
84



465


$
(2,781
)

$
154,812  F-5




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
   Years Ended June 30,2009


2008


2007Operating Activities:Net income

$
3,299


$
27,019


$
8,326Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


5,968



5,742



3,333Provision for doubtful accounts


857



560



546Deferred income taxes


1,077



(12,513
)


22Stock compensation expense


2,310



736



214Tax benefit from stock compensation plan


4



21



76Changes in operating assets and liabilities (net of impact of
    acquisitions):Accounts receivable


9,644



(14,288
)


(4,632
)Inventories


(25
)


(150
)


(2,795
)Prepaid expenses and other current assets


(734
)


1,421



103Other assets


(343
)


(132
)


58Accounts payable


(6,513
)


1,480



4,258Deferred revenues


(4,790
)


212



1,235Accrued payroll and related fringe benefits


(1,860
)


(189
)


2,961Other accrued expenses


248



(476
)


30Other liabilities


(131
)


(236
)


622Net cash provided by operating activities


9,011



9,207



14,357Investing Activities:Purchases of fixed assets


(4,336
)


(5,008
)


(17,808
)Acquisition of businesses, net of cash received


(12,383
)






(19,069
)Net cash used in investing activities


(16,719
)


(5,008
)


(36,877
)Financing Activities:Proceeds from exercise of stock options


339



976



6,437Proceeds from exercise of warrants






110



1,444Proceeds from offering






36,401



Borrowings under acquisition loan










16,000Repayments of debt






(15,845
)


(315
)Net cash provided by financing activities


339



21,642



23,566Effect of foreign currency translation on cash


4







Net (decrease) increase in cash and cash equivalents


(7,365
)


25,841



1,046Cash and cash equivalents at beginning of year


51,399



25,558



24,512Cash and cash equivalents at end of year

$
44,034


$
51,399


$
25,558Supplemental Disclosure of Cash Flow Information:Cash paid for interest

$



$
404


$
86Cash paid for income taxes


314



353



109    F-6




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS
 June 30, 2009
  1.
    Organization
    and Description of Business  end-to-end,
  2.
    Significant
    Accounting Policies  Principles
    of Consolidation
    Accounting
    Estimates
    Revenue
    Recognition
  contract-by-contract
 F-7




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   2.
    Significant
    Accounting Policies (continued)  percentage-of-completion 81-1,
      Costs
    from Infrastructure Solutions
    Costs
    from Services
  seven-day
  Research
    and Development
    Inventories
  work-in-progress first-in,
  Cash
    Equivalents
   F-8




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   2.
    Significant
    Accounting Policies (continued)  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)      June 30, 2009


June 30, 2008


Est. useful life(in thousands)Customer relationships

$
10,574


$
3,000


8-18 yearsSoftware


1,162






5 yearsContracts backlog


971



640


6-8 monthsCovenant not to compete


125



60


3-4 yearsTrademark


51






5 years12,883



3,700Less accumulated amortization


1,863



1,101Intangibles, net

$
11,020


$
2,599       2010

$
1,2752011


1,1482012


1,1472013


1,1322014


1,107   Long-Lived
    Assets
      Income
    Taxes
  Deferred
    Tax Assets
   F-10




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   2.
    Significant
    Accounting Policies (continued)    Uncertainty
    in Tax Positions
        Product
    Warranties
    Comprehensive
    Income
   F-11




---



##### Table of Contents



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   2.
    Significant
    Accounting Policies (continued)  Subsequent
    Events
    Recent
    Accounting Pronouncements
      3.
    Acquisitions         F-12




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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-13




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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


2,972Customer relationships


2,549Contracts backlog


331Covenant not to compete


21Trademarks


24Liabilities


(2,495
)Total Purchase Price

$
5,999              F-14




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##### Table of Contents



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

$
5,848Fixed assets


3,027Other assets


19Goodwill


14,993Customer relationships


3,000Contracts backlog


640Covenant not to compete


60Liabilities


(8,362
)Total Purchase Price

$
19,225     Year EndedJune 30,2007(in thousands)(unaudited)Revenues

$
169,069Net income

$
8,736Basic net income per common share

$
0.55Diluted net income per common share

$
0.52   4.
    Accounts
    Receivable   F-15




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   5.
    Inventories    June 30,


June 30,2009


2008(In thousands)Raw materials and component parts

$
797


$
187Work-in-progress


18,243



20,18319,040



20,370Less progress payments


1,997



3,926$
17,043


$
16,444   6.
    Fixed
    Assets    June 30,


June 30,2009


2008


Depreciable life(In thousands)Land

$
2,116


$
2,116


Building and improvements


13,830



13,689


10-25 yearsComputer equipment


4,904



4,427


3-5 yearsMachinery and equipment


5,160



4,539


3-5 yearsNetwork operations center


23,530



21,860


3-10 yearsSatellite earth station equipment


14,966



13,136


10 yearsFurniture and fixtures


1,879



1,829


5 yearsLeasehold improvements


686



337


Shorter of lease term
    or estimated life67,071



61,933Less accumulated depreciation and amortization


33,692



28,554$
33,379


$
33,379     7.
    Common
    Stock  Offering
   F-16




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   7.
    Common
    Stock (continued)    8.
    Stock
    Incentive and Stock Purchase Plans         F-17




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   8.
    Stock
    Incentive and Stock Purchase Plans (continued)    Years Ended June 30,2009


2008


2007Weighted-





Weighted-





Weighted-Shares


Average


Shares


Average


Shares


AverageUnder


Exercise


Under


Exercise


Under


ExerciseOption


Price


Option


Price


Option


PriceBalance, beginning of year


1,655


$
8.38



1,863


$
8.32



2,809


$
7.55Grants


76



5.57



58



13.08



94



10.86Exercised


(78
)


4.33



(168
)


5.81



(1,002
)


6.42Canceled


(125
)


8.78



(98
)


14.36



(38
)


7.52Balance, end of year


1,528



8.42



1,655



8.38



1,863



8.32Exercisable, end of year


1,437


$
8.38



1,578


$
8.24



1,782


$
8.22Weighted-average fair value options granted during the year





$
2.43






$
5.82






$
5.26     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



4.4


$
1.80



3


$
1.80$3.35  $5.16


437



4.1



3.93



427



3.91$5.29  $8.26


649



3.0



6.76



606



6.75$8.31  $12.88


201



2.7



10.77



186



10.81$13.01  $21.00


210



3.0



18.28



187



18.82$24.88  $28.00


28



0.6



26.73



28



26.731,528



3.2


$
8.42



1,437


$
8.38      F-18




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   8.
    Stock
    Incentive and Stock Purchase Plans (continued)    9.
    Basic and
    Diluted Net Income Per Common Share    10.
    Retirement
    Plan    11.
    Related
    Party Transactions   F-19




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   11.
    Related
    Party Transactions (continued)      12.
    Income
    Taxes      June 30,


June 30,2009


2008(In thousands)Deferred tax assets:Domestic net operating loss carryforwards

$
15,276


$
17,239Foreign net operating loss carryforwards


87



Accruals and reserves


1,665



1,391Write-down of investments


383



383AMT tax credit


771



659Research and development credit


416



Projects in progress


400



24018,998



19,912Valuation allowance for deferred tax assets


(6,634
)


(6,561
)12,364



13,351Deferred tax liabilities:Depreciation and amortization


(1,674
)


(838
)Net deferred tax assets

$
10,690


$
12,513  F-20




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   12.
    Income
    Taxes (continued)    Years Ended June 30,2009


2008


2007(In thousands)Current:Federal

$
113


$
340


$
189State


3



15



22116



355



211Deferred:Federal


1,276



(11,680
)


State


(35
)


(833
)


Foreign


(164
)






1,077



(12,513
)


Total provision (benefit) for income taxes

$
1,193


$
(12,158
)

$
211       paid-in-capital
     F-21




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   12.
    Income
    Taxes (continued)    Years Ended June 30,2009


2008


2007U.S. Federal statutory rate


35
%


35
%


34
%Research and development credit


(9
)






Other


1



2



4Change in valuation allowance






(119
)


(36
)27
%


(82
)%


2
%     Year EndedJune 30,2009Balance at beginning of year

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


106Balance at end of year

$
106   13.
    Segment
    Information     F-22




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   13.
    Segment
    Information (continued)    Years Ended June 30,2009


2008


2007(In thousands)Revenues:Infrastructure solutions

$
89,122


$
134,712


$
114,642Services


82,473



63,408



36,628Intercompany eliminations


(1,434
)


(1,595
)


(525
)Total revenues

$
170,161


$
196,525


$
150,745Income from operations:Infrastructure solutions

$
(5,999
)

$
7,315


$
4,790Services


9,881



6,091



2,506Interest income


534



1,733



1,370Interest expense






(285
)


(205
)Intercompany eliminations


76



7



76Income before income taxes

$
4,492


$
14,861


$
8,537Depreciation and amortization:Infrastructure solutions

$
2,068


$
2,027


$
1,327Services


3,946



3,761



2,065Intercompany eliminations


(46
)


(46
)


(59
)Total depreciation and amortization

$
5,968


$
5,742


$
3,333   Years Ended June 30,2009


2008


2007(In thousands)Expenditures for long-lived assets:Infrastructure solutions

$
1,022


$
1,990


$
8,875Services


3,314



3,018



8,933Total expenditures for long-lived assets

$
4,336


$
5,008


$
17,808   June 30,


June 30,2009


2008(In thousands)Assets:Infrastructure solutions

$
191,677


$
216,023Services


72,544



46,358Intercompany eliminations


(72,682
)


(69,289
)Total assets

$
191,539


$
193,092  F-23




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   13.
    Segment
    Information (continued)    14.
    Significant
    Customers and Concentrations of Credit Risk        Years Ended June 30,2009


2008


2007Africa


6
%


5
%


7
%North and South America


4
%


3
%


10
%Asia


9
%


15
%


4
%Europe


6
%


4
%


7
%Middle East


24
%


21
%


24
%49
%


48
%


52
%    F-24




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   15.
    Commitments
    and Contingencies  Line of
    Credit
    Lease
    Commitments
      2010

$
21,6872011


8,3672012


6,1932013


4,5612014


2,457Thereafter


57$
43,322     Employment
    Agreements
   F-25




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##### Table of Contents



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   16.
    Quarterly
    Information (unaudited)    Three Months Ended,June 30,


Mar. 31,


Dec. 31,


Sept. 30,


June 30,


Mar. 31,


Dec. 31,


Sept. 30,2009


2009


2008


2008


2008


2008


2007


2007(In thousands, except per share data)Statement of Operations Data:Revenues from infrastructure solutions

$
24,548


$
19,396


$
21,334


$
23,539


$
40,428


$
27,483


$
38,925


$
26,798Revenues from services


24,687



19,198



18,643



18,816



16,016



15,809



15,522



15,544Total revenues


49,235



38,594



39,977



42,355



56,444



43,292



54,447



42,342Costs and operating expenses:Costs from infrastructure solutions


20,630



15,938



17,009



20,300



32,692



21,388



31,435



21,184Costs from services


18,219



14,386



14,185



14,205



12,428



12,178



12,027



11,106Selling and marketing


3,765



2,891



3,216



3,113



3,163



2,457



2,728



2,525Research and development


936



636



509



311



253



507



656



497General and administrative


4,698



3,892



3,703



3,661



4,051



3,533



4,229



4,075Total costs and operating expenses


48,248



37,743



38,622



41,590



52,587



40,063



51,075



39,387Income from operations


987



851



1,355



765



3,857



3,229



3,372



2,955Other income (expense):Interest income


23



33



214



264



270



387



556



520Interest expense






























(285
)Income before income taxes


1,010



884



1,569



1,029



4,127



3,616



3,928



3,190Provision (benefit) for income taxes


29



342



621



201



(12,726
)


193



208



167Net income

$
981


$
542


$
948


$
828


$
16,853


$
3,423


$
3,720


$
3,023Basic net income per common share

$
0.05


$
0.03


$
0.05


$
0.04


$
0.84


$
0.17


$
0.19


$
0.17Diluted net income per common share

$
0.05


$
0.03


$
0.05


$
0.04


$
0.82


$
0.17


$
0.18


$
0.16Weighted-average shares used in the calculation of basic net
    income per common share


20,324



20,210



20,193



20,152



20,063



20,036



19,992



17,829Weighted-average shares used in the calculation of diluted net
    income per common share


20,623



20,357



20,416



20,690



20,578



20,610



20,868



18,815   F-26




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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, 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
)

$
7,395,000Year ended June 30, 2007:Reserves and allowances deducted from asset accounts:Reserve for estimated doubtful accounts receivable

$
825,000


$
546,000


$
(258,000
)(a)

$
1,113,000Valuation allowance on deferred tax assets


28,958,000







(2,492,000
)(b)


26,466,000$
29,783,000


$
546,000


$
(2,750,000
)

$
27,579,000     (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




---



##### 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 Stephen C. Yablonski and the Registrant (incorporated by
    reference to Exhibit 10.20 of the Registrants Quarterly
    Report on Form 10-Q, for the quarter ended September 30, 2001).10
.5

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
.6

Employment Agreement, dated as of October 9, 2001, by and
    between Paul J. Johnson and the Registrant (incorporated by
    reference to Exhibit 10.23 of the Registrants Quarterly
    Report on Form 10-Q, for the quarter ended September 30, 2001).10
.7

Employment Agreement, dated as of October 9, 2001, by and
    between Paul Eterno and the Registrant (incorporated by
    reference to Exhibit 10.24 of the Registrants Quarterly
    Report on Form 10-Q, for the quarter ended September 30, 2001).10
.8

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
.9

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
.10

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
.11**

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
.12**

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
.13

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
.14

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
.15

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).




---



##### Table of Contents



ExhibitNo.10
.16

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
.17

Amendment to Employment Agreement, dated as of January 21, 2009,
    by and between, Stephen C. Yablonski and the Registrant
    (incorporated by reference to Exhibit 10.3 of the
    Registrants Current Report on Form 8-K, dated January 21,
    2009).10
.18

Amendment to Employment Agreement, dated as of January 21, 2009,
    by and between, Paul J. Johnson and the Registrant (incorporated
    by reference to Exhibit 10.5 of the Registrants Current
    Report on Form 8-K, dated January 21, 2009).10
.19

Amendment to Employment Agreement, dated as of January 21, 2009,
    by and between, Paul Eterno and the Registrant
    (incorporated by reference to Exhibit 10.6 of the
    Registrants Current Report on Form 8-K, dated January 21,
    2009).10
.20

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
.21

Amendment to Employment Agreement, dated as of January 21, 2009,
    by and between, Keith Hall and the Registrant (incorporated
    by reference to Exhibit 10.8 of the Registrants Current
    Report on Form 8-K, dated January 21, 2009).10
.22

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
.23

Employment Agreement, dated as of July 21, 2009, by and between
    Keith Hall and the Registrant (filed herewith).10
.24

Amendment No. 2 to Employment Agreement, dated as of July 21,
    2009, by and between William Raney and the Registrant
    (filed herewith).10
.25

Globecomm Systems Inc./Telaurus 2009 Special Equity Incentive
    Plan (filed herewith).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.