UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~COMMISSION~~WASHINGTON, DC 20549

Washington, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

~~PURSUANT~~ TO SECTION 13 OR 15(dD) OF THE

~~OF THE~~ SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 210, 2011

CPI INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)	000-51928 (Commission File Number)	75-3142681 (I.R.S. Employer Identification No.)
811 Hansen Way, Palo Alto, California 94303 (Address of Principal Executive Offices and Zip Code)
(650) 846-2900 (Registrant’s telephone number, including area code)
Not Applicable (Former name, former address and former fiscal year, if changed since last report)

Delaware

o (State ~~Check~~or ~~the~~Other ~~appropriate~~Jurisdiction ~~box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation~~ of ~~the registrant under any of the following provisions (see General Instruction A.2.~~Incorporation):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

000-51928		75-3142681
(Commission File Number)		(IRS Employer Identification No.)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

811 Hansen Way, Palo Alto, California		94303
(Address of Principal Executive Offices)		(Zip Code)

~~o Pre-commencement communications pursuant to Rule 14d-2~~(b650) ~~under the Exchange Act (17 CFR 240.14d~~846-~~2(b))~~2900

~~o Pre-commencement communications pursuant to Rule 13e-4~~(c)Registrant’s ~~under~~Telephone ~~the~~Number, ~~Exchange~~Including ~~Act (7~~Area ~~CFR 240.13e-4(c~~Code))

~~Item~~Not ~~1.01. Entry into a Material Definitive Agreement.~~Applicable

~~On February 2, 2011, CPI International, Inc., a Delaware corporation~~ (~~the~~Former ~~“Company”),~~Name ~~entered~~or ~~into~~Former ~~a Supplemental Indenture dated as of February 2~~Address, ~~2011~~if ~~(the~~Changed ~~“FR~~Since ~~Supplemental~~Last ~~Indenture”~~Report), by and among the Company and the FR Trustee (as defined below), to the Indenture, dated as of February 22, 2005 (the “FR Indenture”), by and among the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), a national banking association, as trustee (the “FR Trustee”), relating to the Company’s Floating Rate Senior Notes due 2015 (the “FR Notes”).

~~Also~~Check ~~on February 2, 2011, Communications & Power Industries, Inc., a Delaware corporation and wholly owned subsidiary of~~ the ~~Company~~appropriate ~~(“CPI”),~~box ~~entered~~below ~~into~~if ~~a Third Supplemental Indenture dated as of February 2, 2011 (~~the ~~“8%~~Form ~~Supplemental Indenture,” and together with the FR Supplemental Indenture, the “Supplemental Indentures”), by and among CPI, the guarantors named therein and the~~ 8%-K ~~Trustee~~filing ~~(as~~is ~~defined~~intended ~~below),~~ to ~~the~~simultaneously ~~Indenture,~~satisfy ~~dated~~the asfiling ofobligation ~~January 23, 2004, as supplemented by that certain Supplemental Indenture dated as~~ of ~~October~~the ~~18,~~registrant ~~2004~~under ~~and~~any ~~that certain Supplemental Indenture dated as~~ of ~~August~~the ~~24,~~following ~~2007~~provisions (assee ~~supplemented,~~General ~~the~~Instruction ~~“8% Indenture,” and together with the FR Indenture, the “Indentures”), by and among CPI, the guarantors named therein and The Bank of New York Mellon Trust Company, N.~~A.2. ~~(as successor to BNY Western Trust Company~~below), a national banking association, as trustee (the “8% Trustee,” and together with the FR Trustee, the “Trustee”), relating to CPI’s 8% Senior Subordinated Notes due 2012 (the “8% Notes,” and together with the FR Notes, the “Notes”).:

~~The~~o ~~Supplemental~~Written ~~Indentures~~communications ~~were~~pursuant ~~entered~~to ~~into~~Rule in425 ~~connection~~under ~~with~~ the ~~Company’s~~Securities ~~and~~Act ~~CPI’s~~(17 ~~previously~~CFR ~~announced cash tender offer and consent solicitation with respect to the Notes commenced on January 13, 2011~~230.425) ~~The~~o ~~Supplemental~~Soliciting ~~Indentures~~material ~~amend~~pursuant ~~the Indentures~~ to, ~~among~~Rule ~~other~~14a-12 ~~things,~~under ~~eliminate most of~~ the ~~restrictive~~Exchange ~~covenants~~Act ~~contained~~(17 inCFR ~~the~~240.14a-12) ~~Indentures~~o ~~and~~Pre-commencement ~~the~~communications ~~Notes,~~pursuant ~~certain events of default applicable~~ to ~~the~~Rule ~~Notes,~~14d-2(b) ~~and~~under ~~certain other provisions contained in each of~~ the ~~Indentures~~Exchange ~~and~~Act ~~waive~~(17 ~~any~~CFR and all defaults resulting from the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of November 24, 2010, among the Company, CPI International Acquisition, Inc240. 14d-2(~~formerly~~b)) ~~known~~o asPre-commencement ~~Catalyst~~communications ~~Holdings,~~pursuant ~~Inc. and referred~~ to asRule ~~“Acquiror”~~13e-4(c) ~~and~~under ~~Catalyst Acquisition, Inc., and~~ the ~~related~~Exchange ~~financing~~Act ~~transactions~~(17 byCFR ~~the Company or Acquiror~~240.13e-4(c))

~~Each~~Introductory Supplemental Indenture will become operative following the expiration date of the cash tender offer and consent solicitation only upon the acceptance for purchase of at least a majority in principal amount of the outstanding Notes of the applicable series. The closing of the tender offers and acceptance of the outstanding Notes is subject to a number of conditions.Note

~~The~~On ~~foregoing~~February ~~summary~~11, ~~does~~2011, ~~not~~CPI ~~purport~~International, toInc., bea ~~complete~~Delaware ~~and~~corporation is(the ~~qualified~~“Company”), incompleted its ~~entirety~~merger bywith ~~reference~~Catalyst toAcquisition, ~~the~~Inc. FR(“Merger ~~Supplemental~~Sub”), ~~Indenture~~a Delaware corporation and ~~the~~wholly 8%owned ~~Supplemental~~subsidiary ~~Indenture~~of CPI International Acquisition, ~~attached~~Inc. ~~hereto~~(f/k/a asCatalyst ~~Exhibit~~Holdings, 4Inc.1) (“Parent”), a Delaware corporation, whereby Merger Sub merged with and ~~Exhibit~~into 4the Company (the “Merger”) with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent.2 The Merger was effected pursuant to the Agreement and Plan of Merger, ~~respectively~~dated as of November 24, 2010, among the Company, Parent and ~~incorporated~~Merger ~~herein~~Sub by(the ~~reference~~“Merger Agreement”). The following events took place in connection with the consummation of the Merger:

Item 92.01~~. Financial~~ ~~Statements~~Completion ~~and~~of ~~Exhibits~~Acquisition or Disposition of Assets.

~~(d) Exhibits~~The information set forth in the Introductory Note is incorporated herein by reference.

~~4.1~~Item ~~Supplemental Indenture, dated February 2, 2011, by and among CPI International, Inc~~3.01 ~~and~~Notice ~~The Bank~~ of ~~New~~Delisting ~~York~~or ~~Mellon~~Failure ~~Trust~~to ~~Company,~~Satisfy ~~N.A.~~a ~~(formerly~~Continued ~~known~~Listing asRule ~~The~~or ~~Bank~~Standard; Transfer of ~~New York Trust Company, N~~Listing.~~A.), a national banking association.~~

4On February 11, 2011, the Company notified NASDAQ Global Select Market (“Nasdaq”) of the consummation of the Merger and requested that trading in the Company’s common stock, par value $0.201 ~~Third~~per ~~Supplemental~~share ~~Indenture~~(the “Common Stock”), ~~dated~~be halted on February 211, 2011, byprior to market open that day and ~~among~~be ~~Communications~~suspended &prior ~~Power~~to ~~Industries,~~market ~~Inc~~open the next business day. The Common Stock was withdrawn from listing on Nasdaq prior to market open on February 14, 2011. Nasdaq has filed with the ~~Guarantors~~Securities ~~named~~and ~~therein,~~Exchange Commission (“SEC”) a Notification of Removal from Listing and/or ~~The~~Registration ~~Bank~~under Section 12(b) of ~~New~~the ~~York~~Securities ~~Mellon~~Exchange ~~Trust~~Act ~~Company~~of 1934, ~~N.A.~~as amended (asthe ~~successor~~“Exchange Act”), on Form 25 to ~~BNY~~delist ~~Western~~and ~~Trust~~deregister ~~Company),~~the Common Stock. As a ~~national~~result, ~~banking~~the ~~association~~Common Stock will no longer be listed on Nasdaq.

In addition, the Company intends to file with the SEC a certification and notice of termination on Form 15 requesting that the Common Stock be deregistered under Section 12(g) of the Exchange Act and that the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note is incorporated herein by reference.

The Merger Agreement was adopted by the Company’s stockholders at a special meeting of the Company’s stockholders held on February 10, 2011. The day after the special meeting, on February 11, 2011, the Merger was consummated in accordance with the Merger Agreement.

Pursuant to the terms of the Merger Agreement, upon consummation of the Merger, each outstanding share of the Common Stock (other than shares of Common Stock held by the Company, Parent and Merger Sub) was converted into the right to receive $19.50 in cash, without interest. At the effective time of the Merger, holders of the Common Stock immediately prior to the effective time of the Merger ceased to have any rights as stockholders in the Company (other than their right to receive the merger consideration).

Except as provided below, (i) each option to purchase Common Stock granted under CPI's equity compensation plans outstanding immediately prior to the effective time of the Merger vested and was canceled at the effective time of the Merger (or, in certain cases, immediately following the effective time of the Merger) in exchange for a cash payment equal to the excess, if any, of $19.50 over the per-share exercise price of such option and (ii) each restricted stock award and restricted stock unit award granted under CPI's equity compensation plans that was outstanding immediately prior to the effective time of the Merger was canceled at the effective time of the Merger in exchange for a payment, in cash, equal to $19.50 (less, in each case, applicable withholding amounts).

With respect to options to purchase Common Stock, CPI restricted stock awards and CPI restricted stock unit awards granted after the date of the Merger Agreement, only 25% of such options, restricted stock and restricted stock units were treated as described above and the remaining 75% of such options, restricted stock and restricted stock units were cancelled without consideration.

The foregoing description of the Merger, the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the Merger Agreement, which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 29, 2010 and incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

The disclosure under Items 2.01 and 3.03 above is incorporated herein by reference.

As a result of the Merger, a change of control of the Company occurred and the Company became a wholly owned subsidiary of Parent. Parent is controlled by investment funds managed by Veritas Capital, a New York-based private equity firm ("Veritas Capital"). The total consideration paid by Parent in connection with the merger and other transactions described in Item 3.03 was approximately $575 million funded through a combination of the issuance by Parent of approximately $215 million of senior unsecured notes, a senior secured credit facility entered into by Parent in the amount of approximately $150 million, cash on hand of the Company and equity contributions provided by affiliates of Veritas Capital and other parties to whom it assigned a portion of its commitment.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the effective time of the Merger on February 11, 2011, in accordance with the Merger Agreement, Messrs. O. Joe Caldarelli, Michael Targoff, Michael F. Finley, Jeffrey P. Hughes, Shephen R. Larson and William P. Rutledge resigned from, and ceased serving as members of, the board of directors of the Company and Messrs. Robert B. McKeon,

Hugh D. Evans, Ramzi M. Musallam and Jeffrey P. Kelly, the directors of Merger Sub immediately prior to the effective time of the Merger, became the directors of the Company.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the Certificate of Incorporation and the Bylaws of the Company were amended in their entirety to be substantially identical to the Certificate of Incorporation and Bylaws of Merger Sub as in effect immediately prior to the effective time of the Merger, but with the name of the surviving corporation remaining “CPI International, Inc.” A copy of each of the Amended and Restated Certificate of Incorporation and the Second Amended and Restated Bylaws of the Company are filed as Exhibit 3.1 and Exhibit 3.2 hereto, respectively, and are incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On February 10, 2011, the Company held a special meeting of stockholders to submit the following proposals to a vote of stockholders: (i) to adopt the Merger Agreement (the “Merger Proposal”) and (ii) to approve an adjournment of the special meeting, if necessary to solicit additional proxies if there are not sufficient votes to adopt the Merger Agreement at the time of the special meeting (the “Adjournment Proposal”). The Merger Proposal and the Adjournment Proposal are described in detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on January 11, 2011.

At the special meeting, the Company’s stockholders approved both proposals. Holders of 15,422,237 shares of Common Stock, representing approximately 93.18% of the shares of Common Stock outstanding as of the record date for the special meeting, were present in person or by proxy, and a summary of the voting results for each proposal is set forth below:

Merger Proposal:

FOR	AGAINST	ABSTAIN	NON-VOTES
15,420,863	1,370	4	0

Adjournment Proposal:

FOR	AGAINST	ABSTAIN	NON-VOTES
15,030,421	391,769	47	0

The votes in favor of the Merger Proposal represented 91.51% of the shares of Common Stock outstanding as of the record date for the special meeting.

Item 8.01. Other Events.

On February 10, 2011, the Company issued a press release announcing the results of the special meeting of the Company's stockholders in connection with the Merger. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8−K and is incorporated herein by reference in its entirety.

On February 11, 2011, the Company issued a press release announcing the consummation of the Merger. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8−K and is incorporated herein by reference in its entirety.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit
Number		Description of Exhibit

2.1		Agreement and Plan of Merger, dated as of November 24, 2011, among Catalyst Holdings, Inc., Catalyst Acquisition, Inc. and CPI International, Inc. (incorporated by reference to Exhibit 2.1 to CPI International Inc.’s Current Report on Form 8-K filed on November 29, 2010).
3.1		Amended and Restated Certificate of Incorporation of the Company.
3.2		Second Amended and Restated Bylaws of the Company.
99.1		Press Release, dated February 10, 2011.
99.2		Press Release, dated February 11, 2011.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CPI INTERNATIONAL, INC.

		CPI INTERNATIONAL, INC.


Date:	February 11, 2011	By:	/s/ Joel A. Littman
			Name:	Joel A. Littman
			Title:	Chief Financial Officer

~~Dated: February 4, 2011 /s/ JOEL A. LITTMAN Joel A. Littman Chief Financial Officer~~6

EXHIBIT INDEX

4.1 Supplemental Indenture, dated February 2, 2011, by and among CPI International, Inc. and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), a national banking association.


Exhibit
Number		Description of Exhibit

2.1		Agreement and Plan of Merger, dated as of November 24, 2011, among Catalyst Holdings, Inc., Catalyst Acquisition, Inc. and CPI International, Inc. (incorporated by reference to Exhibit 2.1 to CPI International Inc.’s Current Report on Form 8-K filed on November 29, 2010).
3.1		Amended and Restated Certificate of Incorporation of the Company.
3.2		Second Amended and Restated Bylaws of the Company.
99.1		Press Release, dated February 10, 2011.
99.2		Press Release, dated February 11, 2011.

4.2 Third Supplemental Indenture, dated February 2, 2011, by and among Communications & Power Industries, Inc., the Guarantors named therein, and The Bank of New York Mellon Trust Company, N.A. (as successor to BNY Western Trust Company), a national banking association.

Filing Compare · CPI INTERNATIONAL, INC.