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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
   FORM 10-K/A (Amendment No. 1)
 þ
    
    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended December 31, 2004 Or o
    
    Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from            to 
 
 
 Radyne ComStream Inc.  Delaware
    
    11-2569467(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)3138 East Elwood Street, Phoenix, Arizona
    
    85034(Address of Principal Executive Offices)
    
    (Zip Code)
 Registrants telephone number including area code: (602) 437-9620 Securities Registered Under Section 12(b) of the Exchange Act: None Securities Registered Under Section 12(g) of the Exchange Act:
Common Stock, $.001 Par Value Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Securities Exchange Act of 1934).
Yes þ No o The aggregate market value of the common stock held by non-affiliates of the registrant was
approximately $108 million computed by reference to the closing price of the stock on the Nasdaq
National Market on June 30, 2004, the last trading day of the registrants most recently completed
second fiscal quarter. For purposes of this determination, shares of common stock held by each
officer and director and by each person who owns 5% or more of the outstanding common stock have
been excluded in that such persons may be deemed to be affiliates of the registrant. This
determination of affiliate status is not necessarily a conclusive determination for other purposes. The number of shares of the registrants common stock, which were outstanding as of the close
of business on March 8, 2005 was 16,623,221. DOCUMENTS INCORPORATED BY REFERENCE Items 10, 11, 12, 13 and 14 of Part III incorporate information by reference from the
definitive proxy statement for the registrants Annual Meeting of Stockholders to be held on June
8, 2005.




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TABLE OF CONTENTS  PART IIItem 9A. Controls and ProceduresPART IVItem 15. Exhibits and Financial Statement SchedulesSIGNATURESEXHIBIT INDEXEX-31.1EX-31.2    Table of Contents  EXPLANATORY NOTE On March 16, 2005, Radyne ComStream Inc. (the Company) filed its Annual Report on Form 10-K
for the fiscal year ended December 31, 2004, with the Securities and Exchange Commission. This
Amendment No. 1 on Form 10-K/A is being filed to make clarifications to Part II, Item 9A and to
include a signature of the Companys Principal Accounting Officer. This amendment includes new
certifications of the Companys Chief Executive Officer and Chief Financial Officer in
accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended.
Accordingly, an amended Exhibit Index is included under Part IV, Item 15. Except as described
above, no other information in the Form 10-K has been amended. This Amendment No. 1 on Form
10-K/A continues to speak as of the date of the original Form 10-K, and the Company has not
updated any disclosures to reflect events, if any, that occurred at a later date. 2




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PART II 
 Item 9A. Controls and Procedures Based on their evaluation as of December 31, 2004, our Chief Executive Officer and Chief
Financial Officer have concluded that our disclosure controls and procedures, as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the
Exchange Act), were effective as of the end of the period covered by this report to ensure
that the information required to be disclosed by us in this Annual Report on Form 10-K was
recorded, processed, summarized and reported within the time periods specified in the SECs
rules and instructions for Form 10-K. Our disclosure controls and procedures are also
designed to ensure that information required to be disclosed in the reports that we file or
submit under the Exchange Act is accumulated and communicated to our management, including our
Principal Executive Officer and our Principal Financial Officer, to allow timely decisions
regarding required disclosure. There were no changes in our internal controls over financial
reporting during the quarter ended December 31, 2004, that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting. Managements Annual Report on Internal Control over Financial Reporting Management of the Company is responsible for establishing and maintaining adequate internal
control over financial reporting as defined by Rules13a-15(f) and 15d-15(f) under the Exchange
Act. Because of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Companys internal control over financial
reporting as of December 31, 2004. In making this assessment, our management used the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control-Integrated Framework. Based on our assessment of those criteria, management believes that the Company maintained
effective internal control over financial reporting as of December 31, 2004. KPMG LLP, the independent registered public accounting firm that audited the consolidated
financial statements of the Company included in our Annual Report on Form 10-K for the fiscal
year ended December 31, 2004, issued its report on managements assessment of the effectiveness
of the Companys internal control over financial reporting as of December 31, 2004. The report
is included in our Annual Report on Form 10-K filed on March 16, 2005. 3




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PART IV 
 Item 15. Exhibits and Financial Statement Schedules (a) (3) Exhibits: See Exhibit Index 4




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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant has duly caused this Amendment No. 1 on Form 10-K/A to be signed on its behalf by
the undersigned, thereunto duly authorized. RADYNE COMSTREAM INC.By:
    /s/ Robert C. FittingRobert C. Fitting, Chief Executive Officer(Principal Executive Officer)By:
    /s/ Malcolm C. PersenMalcolm C. Persen, Vice President, Secretaryand Chief Financial Officer
(Principal Financial Officer)By:
    /s/ Garry D. KlineGarry D. Kline, Vice President and Controller(Principal Accounting Officer) Dated: May 5, 2005 Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been
signed below by the following persons on behalf of the Registrant and in the capacities and on the
dates indicated. Name
    
    Title
    
    Date*
    
    Chairman of the Board of Directors
    
    May 5, 2005C.J. Waylan*
    
    Chief Executive Officer and Director
    
    May 5, 2005Robert C. Fitting*
    
    Vice President, Secretary and Chief Financial Officer
    
    May 5, 2005Malcolm C. Persen
    
    (Principal Financial Officer)/s/ Garry D. Kline
    
    Vice President and Controller (Principal Accounting Officer)
    
    May 5, 2005Garry D. Kline*
    
    Director
    
    May 5, 2005Lee Yip Loi*
    
    Director
    
    May 5, 2005Dennis Elliott*
    
    Director
    
    May 5, 2005Michael A. Smith
 *
    
    By:
    
    /s/ Malcolm C. PersenMalcolm C. Persen, Attorney-in-Fact
 5




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EXHIBIT INDEX Exhibit No.
    
    Exhibit3.1 (1)
    
    Restated Certificate of Incorporation3.2 (2)
    
    By-Laws, as amended and restated10.1(a)(3)
    
    ***1996 Incentive Stock Option Plan10.1(b)(4)
    
    ***Amendment to 1996 Incentive Stock Option Plan10.2 (5)
    
    ***1999 Employee Stock Purchase Plan10.3(a) (6)
    
    ***2000 Long-Term Incentive Plan10.3(b) (7)
    
    ***Amendment to 2000 Long-Term Incentive Plan10.4(a)(8)
    
    Lease between ADI Communication Partners, L.P. and ComStream dated April 23, 199710.4(b)(8)
    
    First Amendment to lease between ADI Communication Partners L.P. and ComStream
dated July 16, 199710.4(c)(8)
    
    Second Amendment to Lease between Kilroy Realty, L.P. and ComStream dated
November 18, 199810.5(9)
    
    Lease for facility in Phoenix, Arizona10.6(10)
    
    Credit Agreement by and between the Registrant and Wells Fargo HSBC Trade Bank,
N.A.10.7(11)
    
    ***Change of Control Agreement, dated as of March 20, 2002, by and between
Registrant and Robert C. Fitting10.8(12)
    
    ***Change of Control Agreement, dated as of March 20, 2002, by and between
Registrant and Steven Eymann10.9(13)
    
    ***Change of Control Agreement, dated as of March 20, 2002, by and between
Registrant and Brian Duggan10.10(14)
    
    ***Employment Agreement, dated as of November 1, 2003 by and between Registrant
and Robert C. Fitting10.10(15)
    
    ***Change of Control Agreement, dated May 13, 2004, by and between Registrant
and Malcolm C. Persen10.11(16)
    
    ***Employment Agreement by and between Registrant and Malcolm C. Persen dated as
of March 9, 200510.12(17)
    
    Agreement and Plan of Merger, dated March 2, 2005, by and among Radyne ComStream
Inc., Xicom Acquisition Inc., Xicom Technology., the Xicom Shareholders (as
defined therein) and Walt Wood, solely in his capacity as the Shareholders
Representative.21.1(18)
    
    Subsidiaries of the Registrant23.1(19)
    
    Consent of KPMG LLP24.1(20)
    
    Power of Attorney (see signature page)31.1*
    
    Certification of the Principal Executive Officer Pursuant to Rule 13-14(a) Under
the Securities Exchange Act of 193431.2*
    
    Certification of the Principal Financial Officer pursuant to Rule 13-14(a) Under
the Securities Exchange Act of 193432.1(21)
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant to
18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 200299.1(22)
    
    Cautionary Statement Regarding Forward-Looking Statements and Risk Factors
   *
    
    Filed herewith***
    
    Indicates management compensatory contract, plan or arrangement(1)
    
    Incorporated by reference from exhibit 3.1 to Registrants description of capital stock
on Form 8-A12G, filed on July 13, 2000.(2)
    
    Incorporated by reference from exhibit 3.2 to Registrants description of capital stock
on Form 8-A12G, filed on July 13, 2000.(3)
    
    Incorporated by reference to Exhibit 4.1 to Registrants Registration Statement on Form
S-8, dated and declared effective on March 12, 1997 (File No. 333-23159).(4)
    
    Incorporated by reference to Exhibit 4.1 to Registrants Registration Statement on Form
S-8, dated and declared effective on November 18, 1998 (File No. 333-67469). 6




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(5)
    
    Incorporated by reference to Exhibit 4.1 to Registrants Registration Statement on Form
S-8, dated and declared effective on November 5, 1999 (File No. 333-90383).(6)
    
    Incorporated by reference to Exhibit 4.1 to Registrants Registration Statement on Form
S-8, dated and declared effective on July 19, 2000 (File No. 333-41704)(7)
    
    Incorporated by reference to Exhibit 4.1 to Registrants Registration Statement on Form
S-8, dated and declared effective on May 29, 2002 (File No. 333-89316).(8)
    
    Incorporated by reference from Registrants Registration Statement on Form S-2, filed
January 11, 1999 (File No. 333-70403).(9)
    
    Incorporated by reference to Exhibit 10.3 to Registrants Annual Report on Form 10-K for
the year ended December 31, 1997, as filed with the SEC on March 27, 1998 (File No.
000-11685).(10)
    
    Incorporated by reference to Exhibit 10.6 to Registrants Annual Report on Form 10-K for
the year ended December 31, 2001, as filed with the SEC on April 1, 2002 (File No.
000-11685).(11)
    
    Incorporated by reference to Exhibit 10.1 to Registrants Quarterly Report on Form 10-Q
for the quarter ended March 31, 2002, as filed with the SEC on May 15, 2002 (File No.
000-11685).(12)
    
    Incorporated by reference to Exhibit 10.2 to Registrants Quarterly Report on Form 10-Q
for the quarter ended March 31, 2002, as filed with the SEC on May 15, 2002 (File No.
000-11685).(13)
    
    Incorporated by reference to Exhibit 10.3 to Registrants Quarterly Report on Form 10-Q
for the quarter ended March 31, 2002, as filed with the SEC on May 15, 2002 (File No.
000-11685).(14)
    
    Incorporated by reference to Exhibit 10.1 to Registrants Quarterly Report on Form 10-Q
for the quarter ended September 30, 2003, as filed with the SEC on November 14, 2003 (File
No. 000-11685).(15)
    
    Incorporated by reference to Exhibit 10.1 to Registrants Quarterly Report on Form 10-Q
for the quarter ended June 30, 2004 as filed with the SEC on August 11, 2004 (File No.
000-11685).(16)
    
    Incorporated by reference to Exhibit 10.11 to Registrants Annual Report on Form 10-K for
the year ended December 31, 2004, as filed with the SEC on March 16, 2005 (File No.
000-11685).(17)
    
    Incorporated by reference to Exhibit 10.12 to Registrants Annual Report on Form 10-K for
the year ended December 31, 2004, as filed with the SEC on March 16, 2005 (File No.
000-11685).(18)
    
    Incorporated by reference to Exhibit 21.1 to Registrants Annual Report on Form 10-K for
the year ended December 31, 2004, as filed with the SEC on March 16, 2005 (File No.
000-11685).(19)
    
    Incorporated by reference to Exhibit 23.1 to Registrants Annual Report on Form 10-K for
the year ended December 31, 2004, as filed with the SEC on March 16, 2005 (File No.
000-11685).(20)
    
    Incorporated by reference to Exhibit 24.1 to Registrants Annual Report on Form 10-K for
the year ended December 31, 2004, as filed with the SEC on March 16, 2005 (File No.
000-11685).(21)
    
    Incorporated by reference to Exhibit 32.1 to Registrants Annual Report on Form 10-K for
the year ended December 31, 2004, as filed with the SEC on March 16, 2005 (File No.
000-11685).(22)
    
    Incorporated by reference to Exhibit 99.1 to Registrants Annual Report on Form 10-K for
the year ended December 31, 2004, as filed with the SEC on March 16, 2005 (File No.
000-11685). 7