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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549




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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, 2002                                             
|  |  |                                                                                         
|  |  | Or                                                                                      
|  |  |                                                                                         
|o |  | Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|  |  | For the transition period from      to                                                  



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Commission File Number 0-11685





Radyne ComStream Inc.

(Exact name of Registrant as specified in its charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|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
Common Stock Purchase Warrants

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 o No
þ

The aggregate market value of the voting stock held by non-affiliates of
the registrant was approximately $17 million based on the closing price of
$3.25 per share of common stock as reported on the Nasdaq Stock Market on June
28,2002. 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 shares of the registrants common stock, which were outstanding
as of the close of business on March 20, 2003, was 15,308,832.

Documents incorporated by reference: None



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1



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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this Amendment) amends the
Companys Annual Report on Form 10-K for the fiscal year ended December 31,
2002, originally filed on March 31, 2003 (the Original Filing). The
Company is refiling a portion of Part III to include the information
required by Items 10, 11, 12 and 13 to Part III because the Companys proxy
statement will not be filed within 120 days of the end of the Companys
fiscal year ended December 31, 2002. The delay is the result of
a rescheduling of the Companys 2003 Annual Meeting of Stockholders
to June 18, 2003. In addition, in connection with the
filing of this Amendment and pursuant to the rules of the Securities and
Exchange Commission, the Company is including with this Amendment certain
currently dated certifications.

Except as described above, no other changes have been made to the
Original Filing. This Amendment continues to speak as of the date of the
Original Filing, and the registrant has not updated the disclosures
contained therein to reflect any events which occurred at a date subsequent
to the filing of the Original Filing. The filing of this Form 10-K/A is not
a representation that any statements contained in items of Form 10-K other
than Part III Items 10 through 13 are true or complete as of any date
subsequent to the date of the original filing of Form 10-K.

PART III

Item 10. Directors, Executive Officers and Key Employees

Directors

The Companys Board of Directors currently consists of six members with
each member serving for a one year term. There are no arrangements or
understandings between any of the directors or any other persons pursuant to
which any of the directors have been selected as directors, other than as
described below. There are no family relationships among the directors, as
that term is defined by the Securities and Exchange Commission (SEC). Set
forth below is our current Board of Directors, including their age and
positions with the Company, each as of December 31, 2002.

|                  |  |     |    |       |  |                                     
|----------------- |  | --- | -- | ----- |  | ------------------------------------
|Name of Director  |  | Age |    | Title
|                  |  |     |    |      
|Lim Ming Seong    |  |     | 55 |       |  | Chairman of the Board of Directors  
|Lee Yip Loi       |  |     | 59 |       |  | Director                            
|Dennis W. Elliott |  |     | 61 |       |  | Director                            
|Tang Kum Chuen    |  |     | 47 |       |  | Director                            
|Robert C. Fitting |  |     | 67 |       |  | Director and Chief Executive Officer
|Dr. C.J. Waylan   |  |     | 61 |       |  | Director                            

LIM MING SEONGhas been a Director and Chairman of the Board since
August 12, 1996 and is chairman of its Compensation Committee. He is a
Chairman of Stetsys Pte Ltd (ST). He sits on the boards of several ST
related and publicly listed companies such as ST Assembly Test Services
Ltd, and Chartered Semiconductor Manufacturing Ltd, where he is their
Deputy Chairman, and CSE Systems & Engineering Ltd., where he is its
Chairman. He has been a Corporate Advisor of Singapore Technologies Pte
Ltd., the parent of ST since February 2002. Prior to this, he was a Group
Director of Singapore Technologies Pte Ltd since February 1995. From March
1992 until February 1995, he was Executive Director of Singapore
Technologies Ventures Pte Ltd and from February 1990 to March 1992, he was
Group President of Singapore Technologies Holdings Pte Ltd. Prior to that
time, he held various corporate and government positions, including Deputy
Secretary in the Singapore Ministry of Defense from 1979 to 1986. Mr. Lim
received his Bachelor of Applied Science (Honors) in Mechanical Engineering
from the University of Toronto and his Diploma in Business Administration
from the University of Singapore. Mr. Lim also completed the Advanced
Management Programs at INSEAD and the Harvard Business School.

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LEE YIP LOIhas
been a Director since August 12, 1996 and is a member of the
Audit and Compensation Committees of the
Board. He was Regional Director (America) of Singapore Technologies Pte
Ltd from March 1994 until December 1998, and from May 1990 to January 1997,
he was President of its affiliate, Metheus Corporation. Prior to that
time, he held a number of managerial positions with such corporations as
Singapore Technologies Pte Ltd, Jurong Industries Ltd and Morgan Guaranty
Trust and government positions with the Singapore Ministries of Education,
Defense, Culture and Home Affairs. Mr. Lee is currently president and
director of WhiteRock2 Management (USA) Inc., and Stetsys US Inc. He is
also a director of ST, WhiteRock Investments III Ltd, and WhiteRock2
Management Ltd. Mr. Lee holds a Bachelor of Science Degree (with Honors)
from the University of Singapore and completed the Advanced Management
Program at Harvard Business School and the commercial banking management
program at J.P. Morgan.

DENNIS
W. ELLIOTThas been a Director since October 6, 1998 and is
chairman of the Audit Committee and a
member of the Compensation Committee of the Board. He is the
President of Elliott Communications Co., a technology/marketing consulting
concern involved in advising companies on strategy and developing operating
ventures in telecommunications, data networking, digital television/HDTV
and multimedia. He has also held executive positions at Pacific Telecom,
Inc., RCA American Communications (now SES Americom) and RCA Global
Communications. Mr. Elliott holds an M.B.A. from Harvard University, an
M.S.E.E from Stanford University, and a B.S.E.E. from the University of
Iowa.

TANG KUM CHUENhas been a Director since June 15, 1999. Since January
1999, Mr. Tang has been the Senior Vice President and General Manager of
Agilis Communication Technologies Pte Ltd, a member of the Singapore
Technologies Pte. Ltd (STPL) group of companies. He is also currently a
director of Interactive Visual Simulation Laboratory Pte. Ltd. and Chairman
of Sentry Technologies Pte. Ltd., both of which are STPL related companies
in Singapore. From July 1997 until December 1998, he was the Deputy
General Manager of CET Technologies Pte Ltd. From April 1990 until June
1997, he was employed by Singapore Technologies Electronics Limited,
initially as Senior Project Engineer and promoted to Divisional Manager on
July 1, 1996. From May 1987 until March 1990, he held various government
positions with the Singapore Ministry of Defense. Mr. Tang has a Master of
Science degree (IE) from the National University of Singapore and a
Bachelor of Engineering degree (First Class Honors) from Monash University.

ROBERT C. FITTINGhas been a Director since March 1995 and has served
as our Chief Executive Officer since October 1998 and was its President
from February 1995 until March 28, 2000. He became a Director in March
1995. Mr. Fitting has a Master of Electrical Engineering degree from New
York University and a Bachelors with distinction from Penn State
University. His professional career began at Bell Laboratories in 1962
where he spent six years developing innovative communication technologies.
Mr. Fitting then joined the Motorola Government Electronics Division where
he was an engineering manager. He published more than a dozen technical
papers and was awarded a number of patents. He left Motorola in 1978 to
build a new company under an agreement with Comtech Telecommunications.
The new company was named Comtech Data Corporation, subsequently known as
Fairchild Data Corporation. Mr. Fitting was the General Manager and
President of Comtech Data Corporation from 1978 to 1984. He left Comtech to
start a new company called EFData Corporation. As co-founder, CEO and
President of EFData Corporation, Mr. Fitting built the company into a
worldwide market leader in satellite communications equipment. While at
EFData, Mr. Fitting won the Arizona Entrepreneur of the Year award in the
manufacturing/high technology category.

DR.     C. J. WAYLANhas been a director since February 15, 2000 and is a
member of the Audit and Compensation Committees of the Board. He is
currently a telecommunications and business advisor to startup ventures,
mature companies initiating new business strategies and early stage
investment firms. From September 1997 to August 2000, he was the President
and Chief Executive Officer of Constellation Communications, Inc. (CCI).
From March 1996 to September 1997, Dr. Waylan served as Executive Vice
President of Nextwave, a communications service provider. From 1981 until
1996, Dr. Waylan served in several senior executive positions for GTE
Corporation. He founded Southern Pacific Satellite Company (SPSC) which
became GTE Spacenet, where he served as its president until 1993. He led
the teams that initiated several new wireless voice and data activities as
an Executive Vice President in GTEs wireless group. Dr. Waylan served in
the US Navy

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for twenty years in a number of space and communications-related
positions. He retired from the Navy in 1979 with the rank of Commander.
He has a Bachelor of Science degree in physics from the University of
Kansas, a Master of Science degree in electrical engineering and a Ph.D.
from the Naval Postgraduate school. He currently serves on the boards of
directors of Constellation Communications and Globecomm Systems, Inc.
During the past twenty five years, Dr. Waylan has served on numerous boards
for commercial and government organizations including the International
Communications and Information Policy Advisory Committee of the U.S.
Department of State.

Executive Officers

The Companys management consists of the following personnel, in
addition to Robert C. Fitting, the Chief Executive Officer who is named
above as a Director.

|                   |  |     |    |          |  |                                                                
|------------------ |  | --- | -- | -------- |  | ---------------------------------------------------------------
|Name               |  | Age |    | Position
|                   |  |     |    |         
|Brian Duggan       |  |     | 61 |          |  | President and Chief Operating Officer                          
|Steven W. Eymann   |  |     | 51 |          |  | Executive Vice President                                       
|Richard P. Johnson |  |     | 40 |          |  | Vice President,
Chief Financial Officer and Corporate Secretary
|Garry D. Kline     |  |     | 54 |          |  | Vice President, Corporate Controller
and Assistant Secretary   

BRIAN DUGGANwas promoted to President and Chief Operating Officer on
March 28, 2000. Mr. Duggan had served as Vice President of Sales and
Marketing since December 1998. In that capacity, Mr. Duggan handled global
sales and marketing efforts for our complete equipment line, with all
regional sales offices reporting directly to him. Prior to this
appointment, Mr. Duggan served as Director of Worldwide Sales for ComStream
Corporation. Before joining ComStream in 1995, Mr. Duggan spent eight years
as Director of Marketing with Comtech Systems, Inc. He has held various
positions with Plessey Electronics Systems Ltd. (UK) in engineering and
sales and marketing, and with Datotek Corporation in Texas as Director of
Marketing. Mr. Duggan is a graduate of Hatfield College in the United
Kingdom, where he majored in engineering.

STEVEN W. EYMANNhas been Chief Technical Officer since October 1998
and has been our Executive Vice President since February 1995. Mr. Eymann
graduated with honors and a Bachelor of Science in Electrical Engineering
from the University of Nebraska. His professional career began in 1974 at
the Motorola Government Electronics Division, where he was a design
engineer, task leader and finally a project leader on a number of
developments. In 1981, Mr. Eymann joined Comtech Data Corporation, where he
was Director of Product Development. Mr. Eymann was responsible for
budget, schedule, and technical aspects of all new product development
within Comtech. He left Comtech in 1984 to co found EFData Corporation.
As Vice President of Engineering and co-founder of EFData, Mr. Eymann was
responsible for new product development and engineering management in the
design and manufacture of high technology military and commercial
communications equipment. He developed the Intelsat Data Subsystem
including modems and redundancy switches. These pre-eminent designs helped
EFData become the leading supplier of satellite modems in the world. In
1993, Mr. Eymann became President of EFData. In 1995, Mr. Eymann
participated in the turnaround of Radyne Corporation and once again was the
major contributor in new product designs.

RICHARD
P. JOHNSONbecame our Vice President, Chief
Financial Officer and Corporate Secretary effective on
January 31, 2003. From July 1997 until
January 2003, Mr. Johnson was a co-founder and Chief Executive Officer of
Pyloma, Inc. a developer of technology for optical network components, and
Quality Electro-optical Devices LLC, a developer and manufacturer of lasers
and other electro-optical devices. From November 1995 until July
1997, Mr. Johnson served as Vice President, Finance and Chief
Financial Officer of BHP Copper Metals Company. Mr. Johnson
served as Treasurer, Assistant Treasurer and part of the turnaround
management team of Magma Copper Company, a Fortune 500,
international mining and manufacturing company, from August 1990
until November 1995, when it was acquired by BHP, achieving a ten-fold
increase in shareholder value during this period. Prior to joining
Magma, Mr. Johnson was an Audit Manager with the certified
public accounting firm of Arthur Andersen & Co. Mr. Johnson earned his Bachelor of
Science in Business Administration from the University of Tulsa in
May 1985.

GARRY D. KLINEhas been Vice President, Corporate Controller and
Assistant Secretary since February 2003. From July 1997 until
February 2003, Mr. Kline served as Vice President of Finance and
Chief Financial Officer. From September 1995 until July 1997 he was
Secretary and Controller. From 1987 until September 1995,
Mr. Kline served as CFO and Controller of EFData Corporation.
Prior to 1987, Mr. Kline served in various positions, including
Vice President of Finance for Megatronics Inc., a publicly held
printed circuit board manufacturer, Vice President of Operations for
Vernal Lodging Associates, a hospitality management company, and
General Partner of Tax and Accounting Computer Service, an accounting
company.

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires our executive officers and directors, and persons who own more
than ten percent of a registered class of our equity securities to file
reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater
than ten percent stockholders are required by SEC regulation to furnish us
with copies of all Section 16(a) forms they file. Based solely on our
review of the copies of such forms received by it during the year ended
December 31, 2002, we believe that, during such year our executive
officers, directors and ten-percent stockholders complied with all such
filing requirements, except that one share purchase transaction by Mr.
Eymann on October 1, 2002 was not reported on a timely-filed Form 4, but
such transaction was reported on a subsequent Form 4 filed on October 15,
2002.

Item 11. Executive Compensation

Compensation Committee Interlocks and Insider Participation

The Compensation Committee has consisted of Messrs. Lim, Lee, Elliott,
and Waylan. There were no interlocking relationships between Radyne
ComStream and other entities that might affect the determination of the
compensation of our executive officers.

Director Compensation

The Companys policy has been to pay no cash compensation to directors who
are employees or affiliates of Stetsys Pte, Ltd., the Companys controlling
stockholder, for their service as directors. We do, however, reimburse them
for travel and other related expenses. Outside directors are paid $4,000 per
meeting attended and $500 if attendance is via telephone. During
fiscal 2002, options were granted to the Directors as follows: On
May 22, 2002, the Board of Directors voted to grant Messrs.
Elliott, Lee, and Waylan options to purchase 5,000 shares each of the
Companys common stock at $4.25 per share. These options will expire
on May 21, 2012.

Executive Compensation Summary

The following table sets forth the total compensation paid or accrued for
our chief executive officer and our three other executive officers who were
employed by us at December 31, 2002, excluding officers paid less than $100,000
annually. These officers are collectively referred to as the Named Executive
Officers.

|                   |                     |      |      |      |  |        |                     |         |        |              |         |          |  |          |              |         |       |              |                        |   |            |  |           |         |  |  |   |     |  |   |        |         | 
|------------------ | ------------------- | ---- | ---- | ---- |  | ------ | ------------------- | ------- | ------ | ------------ | ------- | -------- |  | -------- | ------------ | ------- | ----- | ------------ | ---------------------- | - | ---------- |  | --------- | ------- |  |  | - | --- |  | - | ------ | ------- | 
|                   |                     |      |      |      |  |        |                     |         |        |              |         |          |  |          |              |         |       |              | Long-Term Compensation |   |            |  |          
|                   |                     |      |      |      |  |        |                     |         |        |              |         |          |  |          |              |         |       |              |                        |   |            |  |          
|                   |                     |      |      |      |  |        | Annual Compensation |         | Awards |              | Payouts |          |  |          |             
|                   |                     |      |      |      |  |        |                     |         |        |              |         |          |  |          |             
|                   |                     |      |      |      |  |        |                     |         |        |              |         |          |  |          |              |         |       |              | Restricted             |   | Securities |  |           |         |  |  |   |     | 
|                   |                     |      |      |      |  |        |                     |         |        |              |         |          |  |          | Other Annual |         | Stock |              | Underlying             |   | LTIP       |  | All Other
|Name and           |                     |      |      |      |  | Salary |                     | Bonus   |        | Compensation |         | Award(s) |  | Options/ |              | Payouts |       | Compensation
|Principal Position |                     | Year |      | ($)  |  | ($)    |                     | ($)     |        | ($)          |         | SARs     |  | ($)      |              | ($)(1) 
|                   |                     |      |      |      |  |        |                     |         |        |              |         |          |  |          |              |        
|Robert C. Fitting  |                     |      | 2002 |      |  | $      | 296,055             |         |        | $            | 0       |          |  |          |             |         |       |              |                       |   |            |  | 40,000    |         |  |  |  |     |  | $ | 18,492 |        
|                   | Chief Executive     |      |      | 2001 |  |        | $                   | 286,583 |        |              | $       | 120,000  |  |          |              |        |       |              |                        |  |            |  |           | 96,200  |  |  |   |    |  |   | $      | 15,784  | 
|                   | Officer             |      |      | 2000 |  |        | $                   | 218,416 |        |              | $       | 200,000  |  |          |              |        |       |              |                        |  |            |  |           | 125,000 |  |  |   |    |  |   | $      | 437,843 | 
|Brian Duggan       |                     |      | 2002 |      |  | $      | 216,955             |         |        | $            | 0       |          |  |          |             |         |       |              |                       |   |            |  | 40,000    |         |  |  |  |     |  | $ | 13,112 |        
|                   | President and Chief |      |      | 2001 |  |        | $                   | 210,269 |        |              | $       | 100,000  |  |          |              |        |       |              |                        |  |            |  |           | 73,100  |  |  |   |    |  |   | $      | 9,563   | 
|                   | Operating Officer   |      |      | 2000 |  |        | $                   | 162,308 |        |              | $       | 63,634   |  |          |              |        |       |              |                        |  |            |  |           | 120,390 |  |  |   | N/A |  |   | $      | 10,529  | 
|Steven W. Eymann   |                     |      | 2002 |      |  | $      | 169,458             |         |        | $            | 0       |          |  |          |             |         |       |              |                       |   |            |  | 25,000    |         |  |  |  |     |  | $ | 14,391 |        
|                   | Executive           |      |      | 2001 |  |        | $                   | 174,099 |        |              | $       | 52,323   |  |          |              |        |       |              |                        |  |            |  |           | 54,800  |  |  |   |    |  |   | $      | 11,092  | 
|                   | Vice-President      |      |      | 2000 |  |        | $                   | 145,201 |        |              | $       | 65,175   |  |          |              |        |       |              |                        |  |            |  |           | 101,690 |  |  |   |    |  |   | $      | 221,811 | 

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|               |                 |  |      |      |  |   |         |         |  |   |   |        |  |  |   |   |  |  |   |   |  |  |   |         |  |  |   |   |  |   |        |         | 
|-------------- | --------------- |  | ---- | ---- |  | - | ------- | ------- |  | - | - | ------ |  |  | - | - |  |  | - | - |  |  | - | ------- |  |  | - | - |  | - | ------ | ------- | 
|Garry D. Kline |                 |  | 2002 |      |  | $ | 130,175 |         |  | $ | 0 |        |  |  |  |   |  |  |  |   |  |  | 0 |         |  |  |  |   |  | $ | 13,428 |        
|               | Chief Financial |  |      | 2001 |  |   | $       | 139,382 |  |   | $ | 77,323 |  |  |   |  |  |  |   |  |  |  |   | 63,400  |  |  |   |  |  |   | $      | 11,512  | 
|               | Officer (2)     |  |      | 2000 |  |   | $       | 121,408 |  |   | $ | 63,634 |  |  |   |  |  |  |   |  |  |  |   | 114,190 |  |  |   |  |  |   | $      | 112,663 | 



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|(1) |  | For the year ended
December 31, 2002, these amounts were for matching 401K
contributions, cafeteria plan benefits, employee stock purchase plan
statutory purchase price discount, and excess group term life insurance
premiums.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Garry D. Kline became Corporate Controller, and Richard P. Johnson became
Chief Financial Officer, effective January 31, 2003.                                                                                                   

Aggregate Holdings at Fiscal 2002 Year End

The following table sets forth information concerning option holdings
for fiscal 2002 with respect to the Named Executive Officers. There were
no option exercises by Named Executive Officers in fiscal 2002.

|                  |  |          |   |          |  |             |   |                 |  |                            |         |                      |  |  |        |  |  |  |   |  |  |  |   | 
|----------------- |  | -------- | - | -------- |  | ----------- | - | --------------- |  | -------------------------- | ------- | -------------------- |  |  | ------ |  |  |  | - |  |  |  | - | 
|                  |  |          |   |          |  |             |   |                 |  | Number of Securities       |         |                      |  |  |        |  |  | 
|                  |  |          |   |          |  |             |   |                 |  | Underlying Unexercised     |         | Value of Unexercised
|                  |  | Shares   |   |          |  |             |   | Options/SARs at |  | In-The-Money Options/     
|                  |  | Acquired |   |          |  |             |   | Fiscal Year-End |  | SARs at Fiscal Year-End(1)
|                  |  | On       |   | Value    |  |             |   |                
|Name              |  | Exercise |   | Realized |  | Exercisable |   | Unexercisable   |  | Exercisable                |         | Unexercisable       
|                  |  |          |   |          |  |             |   |                 |  |                            |         |                     
|Robert C. Fitting |  |          |  |          |  |             |  |                 |  |                            | 293,735 |                      |  |  | 84,350 |  |  |  |  |  |  |  |  | 
|Brian Duggan      |  |          |  |          |  |             |  |                 |  |                            | 194,665 |                      |  |  | 76,325 |  |  |  |  |  |  |  |  | 
|Steven W. Eymann  |  |          |  |          |  |             |  |                 |  |                            | 314,975 |                      |  |  | 47,500 |  |  |  |  |  |  |  |  | 
|Garry
D. Kline    |  |          |  |          |  |             |  |                 |  |                            | 181,907 |                      |  |  | 36,175 |  |  |  |  |  |  |  |  | 



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|(1) |  | Options are considered in the money if the fair market value of the underlying securities exceeds the exercise
price of the options. These values are based on the December 31, 2002 closing price of our common stock of $2.40 per
share on the Nasdaq National Market, less the per share exercise price, multiplied by the number of shares underlying
such options.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Agreements with Certain Officers

We have entered into Change-in-Control Severance Agreements with
Messrs. Fitting, Duggan, and Eymann. Generally, a change in
control occurs for purposes of these agreements upon the occurrence of the
following:



| |  |  | any merger in which the company is not the surviving entity
other than a merger in which our stockholders immediately prior to
the merger have the same proportionate ownership of beneficial
interest immediately after the merger;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | any transfer of more than 50% of our assets, other than
pursuant to a sale-leaseback, structured finance or other form of
financing transaction;                                                                                    
|
| |  |  | the stockholders approval of any plan or proposal for
liquidation or dissolution of the company;                                                                                                                                   
|
| |  |  | any person or entity, other than a current stockholder or
affiliate becomes the beneficial owner of 50% or more of our
outstanding capital stock; or                                                                                
|
| |  |  | a change in control of our board during any two-year period,
excluding any new director approved by a vote of at least
two-thirds of the directors who were directors at the beginning of
the period.                               

6



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The agreements for
Messrs. Duggan, and Eymann provide for:



| |  |  | immediate vesting of all outstanding but unvested stock options;                                                                                                                                                                                                                                                                          
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | severance compensation equal to 200% of the officers respective
then current base salary if the officer is terminated without cause, or
resigns for good reason, within two years of a change in control of
Radyne ComStream, and 100% of their base salary if the termination
occurs within one year of the change in control event; and
|
| |  |  | COBRA health benefits for a period of eighteen months from the date
of any termination after a change in control event.                                                                                                                                                                                                                   

The agreement for Mr. Fitting provides for:



| |  |  | immediate vesting of all outstanding but unvested stock options;                                                                            
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | severance compensation equal to 300% of Mr. Fittings then current
base salary immediately upon a change in control of Radyne ComStream;
and
|
| |  |  | COBRA health benefits for a period of eighteen months from the date
of any termination after a change in control event.                     

The agreements require us to establish a trust account upon a change in
control event and deposit funds sufficient to satisfy our obligations to each
officer as outlined above.

Finally, the agreements also contain a non-compete provision restricting
Messrs. Fitting, Duggan, and Eymann from competing with us or our
subsidiaries for a period of one year from any separation from the company.

7



---



##### 



Item 12. Security Ownership of Certain Beneficial Owners and Management

The
following table sets forth, as of April 30, 2003, the ownership of
our common stock by (i) each person who is known by us to own of record or
beneficially more than 5% of our outstanding common stock, (ii) each of our
Named Executive Officers, (iii) each of our directors, and (iv) all of our
directors and executive officers as a group. Except as otherwise
indicated, the stockholders listed in the table have sole voting and
investment powers with respect to the shares indicated subject to
applicable community property law.

|                                                                                   |  |                      |           |           |  |               |      |  
|---------------------------------------------------------------------------------- |  | -------------------- | --------- | --------- |  | ------------- | ---- | -
|                                                                                   |  |                      |           |           |  | Percentage of
|Name & Address                                                                     |  | Number of Shares (1) |           | Class (1)
|                                                                                   |  |                      |           |          
|Stetsys US, Inc.(2)                                                                |  |                      | 1,242,300 | (3)       |  |               | 8.1  | %
|Stetsys Pte Ltd(2)                                                                 |  |                      | 9,739,100 | (3)       |  |               | 63.4 | %
|Robert C. Fitting(4)                                                               |  |                      | 482,339   | (5)       |  |               | 2.9  | %
|Brian J. Duggan(4)                                                                 |  |                      | 236,005   | (6)       |  |               | 1.4  | %
|Steven W. Eymann(4)                                                                |  |                      | 400,986   | (7)       |  |               | 2.4  | %
|Garry D. Kline(4)                                                                  |  |                      | 236,504   | (8)       |  |               | 1.4  | %
|Yip Loi Lee(4)                                                                     |  |                      | 36,000    | (13)      |  |               | *    |  
|C. J. Waylan(4)                                                                    |  |                      | 42,000    | (10)      |  |               | *    |  
|Dennis W. Elliott(4)                                                               |  |                      | 36,000    | (9)       |  |               | *    |  
|Kum Chuen Tang(2)                                                                  |  |                      | 26,300    | (12)      |  |               | *    |  
|Richard
P. Johnson(4)                                                              |  |                      | 25,000    | (11)      |  |               | *    |  
|All directors and
executive officers of
Radyne ComStream as a
group (nine persons) |  |                      | 1,521,134 |           |  |               | 9.2  | %



---

|*    |  | Less than one percent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(1)  |  | The numbers and percentages shown include the shares of common stock
actually owned as of April 30, 2003 and the shares of common stock that the
person or group had the right to acquire within 60 days of such date. In
calculating the percentage of ownership, all shares of common stock that
the identified person or group had the right to acquire within 60 days of
April 30, 2003, upon the exercise of options, are deemed to be outstanding for
the purpose of computing the percentage of the shares of common stock
owned by such person or group, but are not deemed to be outstanding for
the purpose of computing the percentage of the shares of common stock
owned by any other person.
|    
|(2)  |  | The address for each of these stockholders is: c/o Singapore Technologies
Pte Ltd, 1 Cuppage Road #09-01, Singapore 229469.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|(3)  |  | The shares reported as owned by Stetsys Pte Ltd include the shares
reported as beneficially owned by Stetsys US, Inc., of which Stetsys Pte
Ltd is the sole stockholder. The shares reported as owned by Stetsys
Pte Ltd and Stetsys US, Inc., also include the shares reported as
beneficially owned by Messrs. Tang and Lee, in accordance with
Rule 13d-3(a) without being counted more than once. The Minister of Finance (Incorporated) of
Singapore owns 80.48% of the stock of Singapore Technologies Pte Ltd,
which in turn owns 100% of Stetsys Pte Ltd.                                                                                                                                         
|    
|(4)  |  | The address for each of these stockholders is: c/o Radyne ComStream Inc.,
3138 East Elwood Street, Phoenix, Arizona 85034.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|(5)  |  | Includes 318,735 shares underlying exercisable options held by Mr. Fitting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|(6)  |  | Includes 218,415 shares underlying exercisable options held by Mr. Duggan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|(7)  |  | Includes 326,475 shares underlying exercisable options held by Mr. Eymann.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|(8)  |  | Includes 190,657 shares underlying exercisable options and 1,000 shares underlying warrants held by Mr. Kline.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|(9)  |  | Includes 36,000 shares underlying exercisable options held by Mr. Elliott.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|(10) |  | Includes 31,500 shares underlying
exercisable options held by Mr. Waylan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    
|(11) |  | Includes 25,000 shares underlying
exercisable options held by Mr. Johnson.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|(12) |  | Includes 26,300 shares underlying
exercisable options held by Mr. Tang. In accordance with
Rule 13d-3(a), shares owned by Mr. Tang are also included
in the shares reported as beneficially owned by Stetsys Pte Ltd and
Stetsys US, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    
|(13) |  | Includes 36,000 shares underlying
exercisable options held by Mr. Lee. In accordance with
Rule 13d-3(a), shares owned by Mr. Lee are also included in
the shares reported as beneficially owned by Stetsys Pte Ltd and
Stetsys US, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

8



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##### 



Disclosure with Respect to the Companys Equity Compensation Plans as of December 31, 2002

The Company maintains the 1996 Employee Incentive Stock Option Plan (the 1996
Plan), the 2000 Long-Term Incentive Plan (the 2000 Plan) and the 1999
Employee Stock Purchase Plan (the ESPP), pursuant to which it may grant
equity awards to eligible persons.

The following table gives information about equity awards under the Companys
1996 Plan, the 2000 Plan and the ESPP.

|                                                           |  |                   |           |                   |     |                     |       |                     |  |                     |           |    
|---------------------------------------------------------- |  | ----------------- | --------- | ----------------- | --- | ------------------- | ----- | ------------------- |  | ------------------- | --------- | ---
|                                                           |  | (a)               |           | (b)               |     | (c)                
|                                                           |  |                   |           |                   |     |                    
|                                                           |  |                   |           |                   |     |                     |       |                     |  | Number of          
|                                                           |  |                   |           |                   |     |                     |       |                     |  | securities         
|                                                           |  |                   |           |                   |     |                     |       |                     |  | remaining available
|                                                           |  | Number of         |           |                   |     |                     |       | for future issuance
|                                                           |  | securities to be  |           |                   |     |                     |       | under equity       
|                                                           |  | issued upon       |           | Weighted-average  |     | compensation plans 
|                                                           |  | exercise of       |           | exercise price of |     | (excluding         
|                                                           |  | outstanding       |           | outstanding       |     | securities         
|                                                           |  | options, warrants |           | options, warrants |     | reflected in column
|Plan category                                              |  | and rights        |           | and rights        |     | (a))               
|                                                           |  |                   |           |                   |     |                    
|Equity compensation
plans approved by
security holders
[1] |  |                   | 3,308,047 |                   |     | $                   | 7.294 |                     |  |                     | 2,583,206 | [2]
|Equity compensation
plans not approved
by security holders |  | None              |           |                   | N/A |                     |       | None               
|Total                                                      |  |                   | 3,308,047 |                   |     | $                   | 7.294 |                     |  |                     | 2,583,206 |    



---

|(1) |  | Of the total options outstanding, 1,019,412 and 2,288,635 have been
granted under the 1996 Plan and the 2000 Plan, respectively.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Of these shares, 619,052 remain available for purchase under the ESPP.                                                          

Item 13. Certain Relationships and Related Transactions

The
Company has entered into Change-in-Control Severance Agreements with certain of its
executive officers. See Item 11 Executive Compensation Agreements with
Certain Officers.

Sales of products in the ordinary course of business to Agilis
Communication Technologies Pte Ltd, an affiliated company under the common
control of Stetsys Pte. Ltd, a controlling stockholder of the Company, were
$96,655 for the year ended December 31, 2002.

PART IV

Item 15. Exhibits, Financial Statement Schedules And Reports On Form 8-K.

(a)  (3) See Exhibit Index

9



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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 Report to be
signed on its behalf by the undersigned, thereunto duly authorized.

| |  |                       |  |                                      
| |  | --------------------- |  | -------------------------------------
| |  | RADYNE COMSTREAM INC.
| |  |                       |  |                                      
| |  | By:                   |  | /s/ Robert C. Fitting                
| |  |                       |  |                                      
| |  |                       |  | Robert C. Fitting, Chief Executive   
| |  |                       |  | Officer (Principal
Executive Officer)

Dated: May 5, 2003

10



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##### 



Certifications

I, Robert C. Fitting, certify that:

1.     I have reviewed this annual report on Form 10-K/A of Radyne
ComStream Inc.;

2.     Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this annual report;

3.     Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
annual report;

4.     The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;

b) Evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the Evaluation Date); and

c) Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5.     The registrants other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrants auditors and the
audit committee of registrants board of directors (or persons performing
the equivalent functions):

a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and

b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants internal
controls; and

6.     The registrants other certifying officers and I have indicated in
this annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.

Date: May 5, 2003

/s/ Robert C. Fitting     
Robert C. Fitting, Chief Executive Officer
(Principal Executive Officer)

11



---



##### 



I, Richard P. Johnson, certify that:

1.     I have reviewed this annual report on Form 10-K/A of Radyne
ComStream Inc.;

2.     Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this annual report;

3.     Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
annual report;

4.     The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;

b) Evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the Evaluation Date); and

c) Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5.     The registrants other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrants auditors and the
audit committee of registrants board of directors (or persons performing
the equivalent functions):

a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and

b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants internal
controls; and

6.     The registrants other certifying officers and I have indicated in
this annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.

Date: May 5, 2003

/s/ Richard P. Johnson     
Richard P. Johnson, Chief Financial Officer
(Principal Financial Officer)

12



---



##### 



EXHIBIT INDEX

|            |  |                                                                                                                       
|----------- |  | ----------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit                                                                                                               
|            |  |                                                                                                                       
|3.1 (1)     |  | Restated Certificate of Incorporation                                                                                 
|3.2 (2)     |  | By-Laws, as amended and restated                                                                                      
|10.1(a)(3)  |  | 1996 Incentive Stock Option Plan                                                                                      
|10.1(b)(4)  |  | Amendment to 1996 Incentive Stock Option Plan                                                                         
|10.2 (5)    |  | 1999 Employee Stock Purchase Plan                                                                                     
|10.3(a) (6) |  | 2000 Long-Term Incentive Plan                                                                                         
|10.3(b) (7) |  | Amendment to 2000 Long-Term Incentive Plan                                                                            
|10.4(a)(8)  |  | Lease between ADI Communication Partners, L.P. and ComStream dated
April 23, 1997                                     
|10.4(b)(8)  |  | First Amendment to lease between ADI Communication Partners L.P. and ComStream dated
July 16, 1997                    
|10.4(c)(8)  |  | Second Amendment to Lease between Kilroy Realty, L.P. and ComStream dated November 18,
1998                           
|10.5(9)     |  | Lease for facility in Phoenix, Arizona                                                                                
|10.6(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. Fitting              
|10.8(12)    |  | Change of Control Agreement, dated as of March 20, 2002, by and between Registrant and
Steven Eymann                  
|10.9(13)    |  | Change of Control Agreement, dated as of March 20, 2002, by and between Registrant and
Brian Duggan                   
|21.1**      |  | Subsidiaries of the Registrant                                                                                        
|23.1**      |  | Consent of KPMG LLP                                                                                                   
|99.1**      |  | Cautionary Statement Regarding Forward-Looking Statements and Risk Factors                                            
|99.2**      |  | Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States
CodePrincipal Executive Officer
|99.3**      |  | Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States
CodePrincipal Financial Officer
|99.4*       |  | Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States
CodePrincipal Executive Officer
|99.5*       |  | Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States
CodePrincipal Financial Officer



---

|*   |  | filed herewith                                                                                                                                                      
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|**  |  | previously filed                                                                                                                                                    
|   
|(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).
|   
|(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).     

13



---



##### 



|(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