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,
    2011ORo 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. o
  Rule 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
        Managed
    Network Services Line
   3




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##### 



Access Services
  Access Plus end-to-end
  
    Single Channel per Carrier (SCPC)
    Multiple Channel per Carrier (MCPC)
    Time Division Multiple Access (iDirect)
    Deterministic SCPC (Vipersat)
    Broadband Global Area Network (BGAN)  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 services
  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     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  Tempo sm sm sm
  Professional
    Services Line
  end-to-end
  Advisory
  Consulting
 6




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Lifecycle
    Support Service Line
    Network Monitoring and Help Desk and/or
  Installation and Maintenance on-site
    Design
  Installation on-site,
  Maintenance
  Customer Service
 7




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##### 



Infrastructure
    Solutions Overview
  state-of-the-art IP-based
    Pre-Engineered
    Products
  tm tm ® sub-meter sub-meter
  Summit
    Product Line  Fixed Satellite
    Terminals (SUMMIT LOGO)
  sub-meter turn-up Ka-band
  Explorer
    Product Line  Transportable Satellite
    Terminals (EXPLORER LOGO)
  sub-meter
    tm
 8




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TomCattm X Band sets-up tm
  Auto-Explorertm 0.77/1.0/1.2 Meter Ku Band
  Auto-Explorertm 1.2 Meter Ka Band
  Auto-Explorertm 1.2 Meter X Band
  Auto-Explorertm 1.2 Meter Multi Band Lightweight Transport (LT)
  Explorer TES
  GlobalStorm 2400/3700
  Explorer Pallet
  AxxSys®

    Network Management
    System (LOGO)
    AxxSys ® Network Management Systems
 9




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SpyGlass Carrier Monitoring
    Systems ® ®
  Systems
    Design and Integration Product
  IP-based
    ,
    state-of-the-art ® ,
  ,
  Sales and
    Marketing
     10




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end-to-end
    and/or
       11




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##### 



Competition
    end-to-end
        Acquisitions
       12




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Customers
    Backlog
    Product
    Design, Assembly and Testing
     13




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Research
    and Development
    Intellectual
    Property
      Government
    Regulations
  Operations
    and Use of Satellites
   14




---



##### 



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




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##### 



Regulation
    of the Internet
      Telecommunications
    Taxation, Support Requirements and Access Charges
  and/or
   16




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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.
  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.
   17




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A
    limited number of customer contracts, including those in which
    we provide subcontractor services for a prime contractor,
    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, including the loss of a
    prime contract by a prime contractor, 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 or other reduction in defense
    spending in this marketplace would adversely affect
    us.
      We
    often act as a subcontractor, particularly in the government
    marketplace and our results could be adversely affected by the
    prime contractors inability to obtain or renew its
    contracts with the ultimate customer.
   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 services and products 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 services and products 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 services
    and products could adversely impact the quality of our services
    and products;
    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.    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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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.
    Our
    markets are highly competitive and we have many established
    competitors, and we may lose market share as a
    result.
   20




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end-to-end
    If our
    services and products 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 services and
    products; and
    the acceptance of our services and products 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 any 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.
   22




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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 services and products 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.
   23




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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, including periods of significant
    volatility; or
    domestic and international economic factors unrelated to our
    performance.      Because
    our common stock is thinly traded, it may be difficult to sell
    shares of our common stock into the markets without experiencing
    significant price volatility.
    A
    third party could be prevented from acquiring shares of our
    stock at a premium to the market price because of our
    anti-takeover provisions.
    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
    Common
    Carrier Regulation
    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
  Foreign
    Corrupt Practices Act
  and/or
 26




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CAUTIONARY
    NOTE REGARDING FORWARD LOOKING STATEMENTS
  Form 10-K
  Item 1B.
    Unresolved
    Staff Comments.    Item 2.
    Properties    Item 3.
    Legal
    Proceedings    Item 4.
    Removed
    and Reserved    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

Low2011Quarter ended September 30, 2010

$
8.73


$
6.52Quarter ended December 31, 2010


10.19



7.86Quarter ended March 31, 2011


12.34



8.96Quarter ended June 30, 2011


16.00



11.632010Quarter 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



7.25           Equity
    Compensation Plan Information as of June 30, 2011
  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 approvedby security holders


736,574


$
6.52



571,968Equity compensation plan notapproved by security holders(1)


35,000



6.82



Total


771,574


$
6.53



571,968     (1)
    
    Shares were issued as part of the Globecomm Systems/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 vesting 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 28




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##### 



the anniversary of the date of the grant each year for three
    years). Under the 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 6/30/06 in stock or index, including
    reinvestment of dividends.Fiscal year ending June 30.  Item 6.
    Selected
    Financial Data   29




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30




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##### 



Selected
    Financial Data
    (In thousands, except per share data)
  Years Ended June 30,2011


2010


2009


2008


2007Statements of Operations Data:Revenues from services

$
188,700


$
135,796


$
81,344


$
62,891


$
36,133Revenues from infrastructure solutions


85,491



92,021



88,817



133,634



114,612Total revenues


274,191



227,817



170,161



196,525



150,745Costs and operating expenses:Costs from services


131,329



99,424



60,995



47,739



29,052Costs from infrastructure solutions


70,423



75,974



73,877



106,699



92,197Selling and marketing


18,015



14,977



12,985



10,873



8,376Research and development


4,304



3,342



2,392



1,913



1,451General and administrative


30,038



23,957



15,954



15,888



12,297Earn-out fair value adjustments


4,824



178











Total costs and operating expenses


258,933



217,852



166,203



183,112



143,373Income from operations


15,258



9,965



3,958



13,413



7,372Other income (expense):Interest income


186



386



534



1,733



1,370Interest expense


(410
)


(106
)






(285
)


(205
)Income before income taxes


15,034



10,245



4,492



14,861



8,537Provision (benefit) for income taxes


6,046



2,343



1,193



(12,158
)


211Net income from continuing operations

$
8,988


$
7,902


$
3,299


$
27,019


$
8,326Basic net income from continuing operations per common share

$
0.42


$
0.38


$
0.16


$
1.39


$
0.53Diluted net income from continuing operations per common share

$
0.41


$
0.38


$
0.16


$
1.34


$
0.50Weighted-average shares used in the calculation of basic net
    income from continuing operations per common share


21,332



20,560



20,219



19,476



15,795Weighted-average shares used in the calculation of diluted net
    income from continuing operations per common share


22,026



20,992



20,507



20,140



16,672   31




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Years Ended June 30,2011


2010


2009


2008


2007Other Operating Data:Net income

$
8,988


$
7,902


$
3,299


$
27,019


$
8,326Other expense (income), net


224



(280
)


(534
)


(1,448
)


(1,165
)Provision (benefit) for income taxes


6,046



2,343



1,193



(12,158
)(a)


211Depreciation and amortization


9,703



7,479



5,968



5,742



3,333EBITDA

$
24,961


$
17,444


$
9,926


$
19,155


$
10,705Cash flows provided by operating activities

$
16,506


$
13,560


$
9,011


$
9,207


$
14,357Cash flows used in investing activities


(28,494
)


(28,026
)


(16,719
)


(5,008
)


(36,877
)Cash flows provided by financing activities


16,891



13,449



339



21,642



23,566Capital expenditures


9,363



8,772



4,336



5,008



17,808
(c)Backlog at end of year


231,997



163,937



153,865



146,787



141,198   June 30,2011


2010


2009


2008


2007Balance Sheet Data:Cash and cash equivalents

$
47,964


$
42,863


$
44,034


$
51,399
(b)

$
25,558Working capital


79,686



76,712



74,644



79,009



37,251Total assets


294,611



240,710



191,539



193,092



142,883Long term liabilities


33,517
(f)


14,021
(e)


1,506



957



13,568
(d)Total stockholders equity


183,790



167,103



154,812



148,776



83,513     (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.(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.(f)
    
    The increase in long term liabilities at June 30, 2011 is
    primarily due to a term loan used to partially fund the
    acquisition of ComSource on April 8, 2011.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-K.
 32




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Form 10-K.
  Overview
    point-to-point point-to-multipoint
      quarter-to-quarter
   33




---



##### 



seven-day
  Critical
    Accounting Policies
    Revenue
    Recognition  Infrastructure Solutions
   34




---



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contract-by-contract
  percentage-of-completion
    Costs
    from Infrastructure Solutions
    Goodwill
    and Other Intangibles Assets
    Deferred
    tax assets
   35




---



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Stock-Based
    Compensation
      Allowances
    for Doubtful Accounts
    Inventories
  work-in-progress work-in-progress.
 36




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##### 



Valuation
    of contingent consideration
    Recent
    Accounting Pronouncements
    No. 2009-13, 2009-13) 605-25, 2009-13 2009-13
  2010-06, 2010-06). 2010-06
  2010-13, 2010-13). 2010-13
 37




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##### 



Results
    of Operations
  Fiscal
    Years Ended June 30, 2011 and 2010
    Revenues from Services.
  Revenues from Infrastructure
    Solutions.
  Costs from Services.
  Costs from Infrastructure Solutions.
  Selling and Marketing.
  Research and Development.
  General and Administrative.
 38




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Earn-out Fair Value Adjustments.
  Interest Income.
  Interest Expense.
  Provision for income taxes.
  Fiscal
    Years Ended June 30, 2010 and 2009
    Revenues from Services.
  Revenues from Infrastructure
    Solutions.
  Costs from Services.
 39




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##### 



Costs from Infrastructure Solutions.
  Selling and Marketing.
  Research and Development.
  General and Administrative.
  Earn-out fair value adjustments.
  Interest Income.
  Interest Expense.
  Provision for income taxes.
  Liquidity
    and Capital Resources
   40




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41




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42




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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

$
70,591


$
36,755


$
24,648


$
8,425


$
763Long-term debt


26,775



6,100



12,200



8,475



Total contractual obligations

$
97,366


$
42,855


$
36,848


$
16,900


$
763   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

$
6,861


$
6,386


$
475


$



$
Total commercial commitments

$
6,861


$
6,386


$
475


$



$
         Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk     43




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##### 



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)
       44




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page F-2 Form 10-K.
  Changes in Internal Control Over Financial
    Reporting.
  Item 9B.
    Other
    Information    PART III
  Item 10.
    Directors,
    Executive Officers and Corporate Governance    Code
    of Ethics and Business Conduct
  Form 10-K.
  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   45




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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,
    2011 and 2010


F-3Consolidated Statements of Operations for the
    years ended June 30, 2011, 2010 and 2009


F-4Consolidated Statements of Changes in
    Stockholders Equity for the years ended June 30,
    2011, 2010 and 2009


F-5Consolidated Statements of Cash Flows for the
    years ended June 30, 2011, 2010 and 2009


F-6Notes to Consolidated Financial Statements


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


S-1    46




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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

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
.7

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
.8

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
.9

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
.10

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
.11

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
.12

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
.13

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
.14

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
.15

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). 47




---



##### 



ExhibitNo.10
.16

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
.17

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
.18

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)10
.19

Agreement and Plan of Merger, dated as of April 8, 2011, by and
    among Comsource Inc., the Registrant, ComSource Merger Sub, Inc.
    and Jerald L. Cruce, as the Stockholders Representative
    (incorporated by reference to Exhibit 2.1 of the
    Registrants Current Report on Form 8-K, dated April 7,
    2011).10
.20

Amendment No. 5 to Credit Agreement, dated April 7, 2011 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 April 7, 2011).10
.21

Employment Agreement, dated as of June 23, 2011, by and between
    Andrew Silberstein and the Registrant (incorporated by reference
    to Exhibit 10.1 of the Registrants Current Report on Form
    8-K, dated June 23, 2011).10
.22

Credit Agreement, dated July 18, 2011 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 July 18, 2011).10
.23

Amended and Restated 2006 Stock 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).   (B)
    Exhibits    (C)
    Financial
    Statement Schedules   48




---



##### 



SIGNATURES
    GLOBECOMM SYSTEMS INC.Date: September 13, 2011

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)

9/13/11/s/  ANDREW
    C. MELFIAndrew
    C. Melfi

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

9/13/11/s/  KEITH
    A. HALLKeith
    A. Hall

President and Chief Operating Officer and Director

9/13/11/s/  RICHARD
    E. CARUSORichard
    E. Caruso

Director

9/13/11/s/  HARRY
    L. HUTCHERSON Jr.Harry
    L. Hutcherson Jr.

Director

9/13/11/s/  BRIAN
    T. MALONEYBrian
    T. Maloney

Director

9/13/11/s/  JACK
    A. SHAWJack
    A. Shaw

Director

9/13/11/s/  A.
    ROBERT TOWBINA.
    Robert Towbin

Director

9/13/11/s/  C.J.
    WAYLANC.J.
    Waylan

Director

9/13/11  49




---



##### 



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM               
    F-1




---



##### 



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                   ERNST &
    YOUNG LLP
    F-2




---



##### 



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


June 30,2011


2010AssetsCurrent assets:Cash and cash equivalents

$
47,964


$
42,863Restricted cash






5,025Accounts receivable, net


59,335



49,222Inventories


42,429



34,486Prepaid expenses and other current assets


5,620



3,100Deferred income taxes


1,642



1,602Total current assets


156,990



136,298Fixed assets, net


42,147



37,839Goodwill


70,171



40,594Intangibles, net


23,055



16,196Deferred income taxes






7,635Other assets


2,248



2,148Total assets

$
294,611


$
240,710Liabilities and Stockholders EquityCurrent liabilities:Accounts payable

$
31,403


$
36,929Deferred revenues


13,649



2,290Accrued payroll and related fringe benefits


6,412



6,390Other accrued expenses


19,740



11,477Current portion of long term debt


6,100



2,500Total current liabilities


77,304



59,586Other liabilities


9,248



2,443Long term debt


20,675



9,375Deferred income taxes


3,594



2,203Commitments and contingenciesStockholders equity:Series A Junior Participating, shares authorized, sharesissued and outstanding: none in 2011 and 2010






Common stock, $.001 par value, shares authorized: 50,000,000at June 30, 2011 and 2010; shares issued: 22,927,635 atJune 30, 2011 and 22,050,635 at June 30, 2010


23



22Additional paid-in capital


196,688



189,401Accumulated deficit


(10,358
)


(19,346
)Treasury stock, at cost, 465,351 shares in 2011 and 2010


(2,781
)


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


218



(193
)Total stockholders equity


183,790



167,103Total liabilities and stockholders equity

$
294,611


$
240,710    F-3




---



##### 



GLOBECOMM
    SYSTEMS INC.CONSOLIDATED STATEMENTS OF
    OPERATIONS 
    (In thousands, except per share data)
  Years Ended June 30,2011


2010


2009Revenues from services

$
188,700


$
135,796


$
81,344Revenues from infrastructure solutions


85,491



92,021



88,817Total revenues


274,191



227,817



170,161Costs and operating expenses:Costs from services


131,329



99,424



60,995Costs from infrastructure solutions


70,423



75,974



73,877Selling and marketing


18,015



14,977



12,985Research and development


4,304



3,342



2,392General and administrative


30,038



23,957



15,954Earn-out fair value adjustments


4,824



178



Total costs and operating expenses


258,933



217,852



166,203Income from operations


15,258



9,965



3,958Other income (expense):Interest income


186



386



534Interest expense


(410
)


(106
)


Income before income taxes


15,034



10,245



4,492Provision for income taxes


6,046



2,343



1,193Net income

$
8,988


$
7,902


$
3,299Basic net income per common share

$
0.42


$
0.38


$
0.16Diluted net income per common share

$
0.41


$
0.38


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


21,332



20,560



20,219Weighted-average shares used in the calculation ofdiluted net income per common share


22,026



20,992



20,507    F-4




---



##### 



GLOBECOMM
    SYSTEMS INC.CONSOLIDATED STATEMENTS OF CHANGES
    IN STOCKHOLDERS EQUITYYEARS ENDED JUNE 30, 2011, 2010 AND
    2009
    (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, 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 for 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
)


167,103Proceeds from exercise of stock options


325







1,991



















1,991Stock compensation expense










3,679



















3,679Grant of restricted shares


439



1























1Tax benefit from stock compensation plan










45



















45Grant of shares for Telaurus earn-out


113







896



















896Grant of warrants for Telaurus earn-out










676



















676Comprehensive income:Net income














8,988















8,988Foreign currency translation


















411











411Total comprehensive income






























9,399Balance at June 30, 2011


22,928


$
23


$
196,688


$
(10,358
)

$
218



465


$
(2,781
)

$
183,790    F-5




---



##### 



GLOBECOMM
    SYSTEMS INC.CONSOLIDATED STATEMENTS OF CASH
    FLOWS 
    (In thousands)
  Years Ended June 30,2011


2010


2009Operating Activities:Net income

$
8,988


$
7,902


$
3,299Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


9,703



7,479



5,968Provision for doubtful accounts


949



1,017



857Deferred income taxes


5,226



1,981



1,077Stock compensation expense


3,679



2,349



2,310Tax benefit from stock compensation plan


45



4



4Earn-out fair value adjustments


4,824



178



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


(8,618
)


(1,092
)


9,644Inventories


(463
)


(17,086
)


(25
)Prepaid expenses and other current assets


(2,242
)


(331
)


(734
)Other assets


86



(719
)


(343
)Accounts payable


(6,114
)


11,251



(6,513
)Deferred revenues


1,091



(3,053
)


(4,790
)Accrued payroll and related fringe benefits


(12
)


1,819



(1,860
)Other accrued expenses


112



1,937



248Other liabilities


(748
)


(76
)


(131
)Net cash provided by operating activities


16,506



13,560



9,011Investing Activities:Purchases of fixed assets


(9,363
)


(8,772
)


(4,336
)Acquisition of businesses, net of cash received


(19,070
)


(13,901
)


(12,383
)Cash payment for Telaurus earn-out


(586
)


(353
)


Cash payment for C2C earn-out


(4,500
)






Restricted cash


5,025



(5,000
)


Net cash used in investing activities


(28,494
)


(28,026
)


(16,719
)Financing Activities:Proceeds from exercise of stock options


1,991



1,077



339Borrowings under C2C acquisition loan






12,500



Borrowings under ComSource acquisition loan


18,000







Proceeds from sale of common stock






497



Repayments of debt


(3,100
)


(625
)


Net cash provided by financing activities


16,891



13,449



339Effect of foreign currency translation on cash


198



(154
)


4Net increase (decrease) in cash and cash equivalents


5,101



(1,171
)


(7,365
)Cash and cash equivalents at beginning of year


42,863



44,034



51,399Cash and cash equivalents at end of year

$
47,964


$
42,863


$
44,034Supplemental Disclosure of Cash Flow Information:Cash paid for interest

$
364


$
75


$
Cash paid for income taxes


630



416



179    F-6




---



##### 



GLOBECOMM
    SYSTEMS INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    June 30, 2011
  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




---



##### 



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




---



##### 



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




---



##### 



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   2.
    Significant
    Accounting Policies (continued)  Income
    Taxes
  Deferred
    Tax Assets
    Uncertainty
    in Tax Positions
      Product
    Warranties
    Foreign
    Exchange Contracts
   F-10




---



##### 



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   2.
    Significant
    Accounting Policies (continued)    Restricted
    Cash
    Comprehensive
    Income
    Recent
    Accounting Pronouncements
    No. 2009- 2009-13) 605-25, 2009-13 2009-13
  2010-06, 2010-06). 2010-06
  2010-13,
 F-11




---



##### 



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   2.
    Significant
    Accounting Policies (continued)  2010-13). 2010-13
  3.
    Acquisitions  ComSource
         F-12




---



##### 



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

$
813Total other current assets


8,964Fixed assets


1,936Other assets


105Goodwill


29,577Customer relationships


8,600Contracts backlog


700Trademarks


300Liabilities


(14,913
)Total Purchase Price

$
36,082       Years EndedJune 30,


June 30,2011


2010(in thousands, except share data)(unaudited)Revenues

$
285,137


$
240,796Net income

$
9,145


$
7,136Basic net income per common share

$
0.43


$
0.35Diluted net income per common share

$
0.42


$
0.34   C2C and
    Evocomm
     F-13




---



##### 



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-14




---



##### 



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   Telaurus
         F-15




---



##### 



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     4.
    Accounts
    Receivable    5.
    Inventories    June 30,


June 30,2011


2010(In thousands)Raw materials and component parts

$
1,496


$
1,392Work-in-progress


43,187



34,36844,683



35,760Less progress payments


2,254



1,274$
42,429


$
34,486   F-16




---



##### 



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


June 30,2011


2010


Depreciable life(In thousands)Land

$
2,116


$
2,116


Building and improvements


14,824



14,201


10-25 yearsComputer equipment and software


7,393



5,541


3-5 yearsMachinery and equipment


6,565



5,429


3-5 yearsNetwork operations center


31,438



28,791


3-10 yearsSatellite earth station equipment


22,458



18,479


10 yearsFurniture and fixtures


2,377



2,024


5 yearsLeasehold improvements


2,306



788


Shorter of lease term
    or estimated lifeConstruction in progress


127



89,604



77,369Less accumulated depreciation and amortization


47,457



39,530$
42,147


$
37,839     7.
    Goodwill
    and Intangibles    Balance at June 30, 2009

$
25,613Achievement of Telaurus earn-out provision


3,315Acquisition of C2C and Evocomm


11,666Balance at June 30, 2010


40,594Acquisition of ComSource


29,577Balance at June 30, 2011

$
70,171  F-17




---



##### 



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


June 30,2011


2010


Est. useful life(In thousands)Customer relationships

$
24,879


$
16,279


7-18 yearsSoftware


1,287



1,287


5 yearsContracts backlog


2,471



1,771


6 months  2 yearsCovenant not to compete


125



125


3-4 yearsTrademarks


382



82


5 years29,144



19,544Less accumulated amortization


6,089



3,348Intangibles, net

$
23,055


$
16,196       2012

$
3,6442013


2,8962014


2,8712015


2,5782016


2,228    8.
    Long Term
    Debt    C2C Acquisition Loan

$
9,375ComSource Acquisition Loan

$
17,400Total debt

$
26,775Less current portion


6,100Long term debt

$
20,675   C2C
    Acquisition Loan
   F-18




---



##### 



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   8.
    Long Term
    Debt (continued)  ComSource
    Acquisition Loan
    Line of
    Credit
          2012

$
6,1002013


6,1002014


6,1002015


5,4752016


3,000   F-19




---



##### 



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
  9.
    Stock
    Incentive and Stock Purchase Plans         F-20




---



##### 



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   9.
    Stock
    Incentive and Stock Purchase Plans (continued)    Years Ended June 30,2011


2010


2009Weighted-





Weighted-





Weighted-Shares


Average


Shares


Average


Shares


AverageUnder


Exercise


Under


Exercise


Under


ExerciseOption


Price


Option


Price


Option


PriceBalance, beginning of year


1,125


$
6.53



1,528


$
8.42



1,655


$
8.38Grants


65



10.18



33



7.51



76



5.57Exercised


(325
)


6.13



(166
)


6.48



(78
)


4.33Canceled


(93
)


10.46



(270
)


17.39



(125
)


8.78Balance, end of year


772



6.53



1,125



6.53



1,528



8.42Exercisable, end of year


706


$
6.23



1,069


$
6.42



1,437


$
8.38Weighted-average fair value options granted during the year





$
4.56






$
3.33






$
2.43     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



2.4


$
1.80



3


$
1.80$3.35  $5.16


312



2.4



3.87



307



3.86$5.29  $8.26


281



4.4



6.50



260



6.47$8.31  $12.88


111



7.9



9.97



73



9.13$13.01  $21.00


65



6.1



13.67



63



13.63772



4.2


$
6.53



706


$
6.23      F-21




---



##### 



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
  10.
    Basic and
    Diluted Net Income Per Common Share    11.
    Fair
    Value Measurements                      12.
    Retirement
    Plan   F-22




---



##### 



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   12.
    Retirement
    Plan (continued)    13.
    Income
    Taxes    Years Ended June 30,2011


2010


2009(In thousands)United States


13,602



9,398



5,134Foreign


1,432



847



(642
)Total


15,034



10,245



4,492     Years Ended June 30,2011


2010


2009(In thousands)Current:Federal

$
274


$
112


$
113State


270



74



3Foreign


276



176



820



362



116Deferred:Federal


5,418



1,342



1,276State


95



716



(35
)Foreign


(287
)


(77
)


(164
)5,226



1,981



1,077Total provision for income taxes

$
6,046


$
2,343


$
1,193    F-23




---



##### 



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   13.
    Income
    Taxes (continued)    June 30,


June 30,2011


2010(In thousands)Deferred tax assets:Domestic net operating loss carryforwards

$
8,899


$
12,956Foreign net operating loss carryforwards


70



51Accruals and reserves


3,822



2,509Write-down of investments


383



383AMT tax credit


1,066



797Research and development credit


3,391



2,531Projects in progress


385



58018,016



19,807Valuation allowance


(7,529
)


(6,698
)10,487



13,109Deferred tax liabilities:Depreciation


(5,100
)


(3,133
)Intangible assets


(7,339
)


(2,942
)Net deferred tax (liabilities) assets

$
(1,952
)

$
7,034     paid-in-capital
     F-24




---



##### 



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   13.
    Income
    Taxes (continued)      Years Ended June 30,2011


2010


2009U.S. Federal statutory rate


35
%


35
%


35
%Research and development credit


(6
)


(21
)


(9
)State and local taxes


2



8



Earn-out fair value adjustments


11



1



Foreign taxes


(4
)


(3
)


Other


2



3



140
%


23
%


27
%     Years EndedJune 30,


June 30,2011


2010Balance at beginning of year

$
1,085


$
106Additions based on tax positions taken


335



979Balance at end of year

$
1,420


$
1,085       14.
    Segment
    Information     F-25




---



##### 



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   14.
    Segment
    Information (continued)    Years Ended June 30,2011


2010


2009(In thousands)Revenues:Services

$
191,147


$
136,334


$
81,685Infrastructure solutions


85,649



92,851



89,122Intercompany eliminations


(2,605
)


(1,368
)


(646
)Total revenues

$
274,191


$
227,817


$
170,161Income (loss) from operations:Services

$
21,896


$
16,521


$
9,881Infrastructure solutions


(6,640
)


(6,389
)


(5,999
)Interest income


186



386



534Interest expense


(410
)


(284
)


Intercompany eliminations


2



11



76Income before income taxes

$
15,034


$
10,245


$
4,492Depreciation and amortization:Services

$
7,976


$
5,631


$
3,946Infrastructure solutions


1,750



1,882



2,068Intercompany eliminations


(23
)


(34
)


(46
)Total depreciation and amortization

$
9,703


$
7,479


$
5,968   Years Ended June 30,2011


2010


2009(In thousands)Expenditures for fixed assets:Services

$
7,971


$
7,973


$
3,314Infrastructure solutions


1,392



799



1,022Total expenditures for fixed assets

$
9,363


$
8,772


$
4,336   June 30,


June 30,2011


2010(In thousands)Assets:Services

$
203,127


$
130,866Infrastructure solutions


217,524



207,053Intercompany eliminations


(126,040
)


(97,209
)Total assets

$
294,611


$
240,710  F-26




---



##### 



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
   14.
    Segment
    Information (continued)    15.
    Significant
    Customers and Concentrations of Credit Risk        Years Ended June 30,2011


2010


2009Africa


6
%


9
%


6
%North and South America


3
%


3
%


4
%Asia


6
%


6
%


9
%Europe


8
%


12
%


6
%Middle East


36
%


28
%


24
%59
%


58
%


49
%    F-27




---



##### 



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
  16.
    Commitments
    and Contingencies  Lease
    Commitments
      2012

$
36,7552013


14,8942014


9,7542015


6,8862016


1,539Thereafter


763$
70,591    F-28




---



##### 



GLOBECOMM
    SYSTEMS INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
  17.
    Quarterly
    Information (unaudited)    Three Months Ended,June 30,


Mar. 31,


Dec. 31,


Sept. 30,


June 30,


Mar. 31,


Dec. 31,


Sept. 30,2011


2011


2010


2010


2010


2010


2009


2009(In thousands, except per share data)Statement of Operations Data:Revenues from services

$
52,541


$
45,963


$
47,264


$
42,932


$
39,600


$
34,018


$
33,570


$
28,608Revenues from infrastructure solutions


35,720



16,520



22,980



10,271



30,659



18,782



23,512



19,068Total revenues


88,261



62,483



70,244



53,203



70,259



52,800



57,082



47,676Costs and operating expenses:Costs from services


35,561



31,691



33,718



30,359



28,517



24,822



25,483



20,602Costs from infrastructure solutions


30,350



12,866



19,091



8,116



25,488



14,853



19,838



15,795Selling and marketing


5,087



4,251



4,639



4,038



4,161



3,943



3,671



3,202Research and development


1,572



723



910



1,099



1,069



760



762



751General and administrative


9,505



7,547



6,875



6,111



6,748



6,478



5,216



5,515Earn-out fair value adjustments


2,275



400



2,012



137



155



23







Total costs and operating expenses


84,350



57,478



67,245



49,860



66,138



50,879



54,970



45,865Income from operations


3,911



5,005



2,999



3,343



4,121



1,921



2,112



1,811Other income (expense):Interest income


42



44



42



58



60



58



133



135Interest expense


(192
)


(69
)


(70
)


(79
)


(79
)


(27
)






Income before income taxes


3,761



4,980



2,971



3,322



4,102



1,952



2,245



1,946Provision for income taxes


1,603



1,992
(b)


1,262
(b)


1,189



87
(a)


707



844



705Net income

$
2,158


$
2,988


$
1,709


$
2,133


$
4,015


$
1,245


$
1,401


$
1,241Basic net income per common share

$
0.10


$
0.14


$
0.08


$
0.10


$
0.19


$
0.06


$
0.07


$
0.06Diluted net income per common share

$
0.10


$
0.14


$
0.08


$
0.10


$
0.19


$
0.06


$
0.07


$
0.06Weighted-average shares used in the calculation of basic net
    income per common share


21,642



21,442



21,218



21,032



20,842



20,601



20,437



20,363Weighted-average shares used in the calculation of diluted net
    income per common share


22,459



22,104



21,827



21,543



21,318



21,030



20,840



20,788     (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.(b)
    
    In the second and third quarters of
    the year ended June 30, 2011, upon the completion of
    analysis, the Company recorded $335,000 and $323,000,
    respectively, for a non-recurring tax benefit which relates to
    research and development tax credits for fiscal years 2005 and
    2010. F-29




---



##### 



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








Balance atBeginning of








End ofDescription

Period


Additions


Deductions


PeriodYear ended June 30, 2011:Reserves and allowances deducted from asset accounts:Reserve for estimated doubtful accounts receivable

$
1,988,000


$
949,000


$
(873,000
)(a)

$
2,064,000Valuation allowance on deferred tax assets


6,698,000



831,000
(b)






7,529,000$
8,686,000


$
1,780,000


$
(873,000
)

$
9,593,000Year 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
)

$
7,677,000     (a)
    
    Reduction in allowance due to write-off of accounts receivable
    balances (net of recovery).(b)
    
    Increase in valuation allowance for net deferred tax assets. S-1




---



##### 



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

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
.7

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
.8

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
.9

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
.10

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
.11

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
.12

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
.13

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
.14

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
.15

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).




---



##### 



ExhibitNo.10
.16

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
.17

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
.18

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)10
.19

Agreement and Plan of Merger, dated as of April 8, 2011, by
    and among ComSource Inc., the Registrant, ComSource Merger Sub,
    Inc. and Jerald L. Cruce, as the Stockholders
    Representative (incorporated by reference to Exhibit 2.1 of
    the Registrants Current Report on
    Form 8-K,
    dated April 7, 2011).10
.20

Amendment No. 5 to Credit Agreement, dated April 7,
    2011 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 April 7, 2011).10
.21

Employment Agreement, dated as of June 23, 2011, by and
    between Andrew Silberstein and the Registrant (incorporated by
    reference to Exhibit 10.1 of the Registrants Current
    Report on
    Form 8-K,
    dated June 23, 2011).10
.22

Credit Agreement, dated July 18, 2011 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 July 18, 2011).10
.23

Amended and Restated 2006 Stock 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).