UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~January~~February 282, 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)

o Check the appropriate 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.):

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

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

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

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (7 CFR 240.13e-4(c))

Item 21.0201. ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

On February 2, 2011, CPI International, Inc., a Delaware corporation (the “Company”), isentered ~~electing~~into toa ~~provide~~Supplemental ~~preliminary~~Indenture ~~estimated~~dated ~~unaudited~~as ~~selected~~of ~~results~~February ~~for~~2, 2011 (the ~~three~~“FR ~~months~~Supplemental ~~ended December 31~~Indenture”), ~~2010,~~by ~~which~~and ~~comprise~~among the Company’s ~~first~~and ~~quarter~~the ofFR ~~fiscal~~Trustee ~~year~~(as ~~2011. The~~defined ~~Company~~below), isto ~~providing~~the Indenture, ~~this~~dated ~~information~~as onof aFebruary ~~one-time~~22, ~~basis~~2005 ~~only~~(the ~~and~~“FR ~~does~~Indenture”), ~~not~~by ~~intend~~and toamong ~~update~~the ~~this~~Company ~~information~~and ~~prior~~The toBank ~~filing~~of ~~its~~New ~~Quarterly~~York ~~Report~~Mellon onTrust ~~Form~~Company, ~~10-Q for such period~~N. ~~The~~A. ~~Company~~(formerly ~~has~~known ~~not~~as ~~yet~~The ~~finalized~~Bank ~~its~~of ~~financial~~New ~~results~~York ~~for~~Trust ~~the~~Company, ~~period~~N. ~~However~~A.), ~~based~~a onnational ~~its~~banking ~~unaudited preliminary analysis~~association, ~~the~~as ~~Company~~trustee ~~estimates that it will have~~ (the ~~following~~“FR ~~selected results for the three months ended December 31~~Trustee”), ~~2010~~relating ~~(or,~~to in the ~~case~~Company’s ofFloating ~~backlog~~Rate ~~and~~Senior ~~cash~~Notes ~~and~~due ~~cash~~2015 ~~equivalents, as of December 31, 2010)~~ (~~presented~~the as“FR ~~estimated ranges~~Notes”):.

·Also ~~orders~~on February 2, 2011, Communications & Power Industries, Inc., a Delaware corporation and wholly owned subsidiary of ~~between~~the ~~$98~~Company ~~million~~(“CPI”), entered into a Third Supplemental Indenture dated as of February 2, 2011 (the “8% Supplemental Indenture,” and ~~$100~~together ~~million~~with the FR Supplemental Indenture, the “Supplemental Indentures”), by and among CPI, the guarantors named therein and the 8% Trustee (as ~~compared~~defined below), to ~~orders~~the Indenture, dated as of ~~$93~~January ~~million~~23, ~~for~~2004, as supplemented by that certain Supplemental Indenture dated as of October 18, 2004 and that certain Supplemental Indenture dated as of August 24, 2007 (as supplemented, the ~~three~~“8% ~~months~~Indenture,” ~~ended~~and ~~January~~together 1with the FR Indenture, ~~2010~~the “Indentures”), by and among CPI, 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, 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 ~~backlog~~Supplemental Indentures were entered into in connection with the Company’s and CPI’s previously announced cash tender offer and consent solicitation with respect to the Notes commenced on January 13, 2011. The Supplemental Indentures amend the Indentures to, among other things, eliminate most of ~~between~~the ~~$251~~restrictive ~~million~~covenants contained in the Indentures and ~~$253~~the ~~million~~Notes, ~~(as~~certain ~~compared~~events of default applicable to ~~backlog~~the Notes, and certain other provisions contained in each of ~~$242~~the ~~million~~Indentures and waive any and all defaults resulting from the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of ~~October~~November 124, 2010, among the Company, CPI International Acquisition, Inc. (formerly known as Catalyst Holdings, Inc. and referred to as “Acquiror”) and Catalyst Acquisition, Inc., and the related financing transactions by the Company or Acquiror.

·Each ~~sales~~Supplemental Indenture will become operative following the expiration date of ~~between~~the ~~$88~~cash ~~million~~tender offer and ~~$90~~consent ~~million~~solicitation ~~(as~~only ~~compared~~upon tothe ~~sales~~acceptance for purchase of ~~$83~~at ~~million~~least ~~for~~a majority in principal amount of the ~~three~~outstanding ~~months~~Notes ~~ended~~of ~~January~~the 1,applicable ~~2010),~~series. The closing of the tender offers and acceptance of the outstanding Notes is subject to a number of conditions.

·The ~~Adjusted~~foregoing ~~EBITDA~~summary ofdoes ~~between~~not ~~$12.5~~purport ~~million~~to be complete and ~~$13.5~~is ~~million~~qualified ~~(as~~in ~~compared~~its toentirety ~~Adjusted~~by ~~EBITDA~~reference ofto ~~$13.1~~the ~~million~~FR ~~for~~Supplemental Indenture and the ~~three~~8% ~~months~~Supplemental ~~ended~~Indenture, ~~January~~attached hereto as Exhibit 4.1 and Exhibit 4.2, ~~2010)~~respectively, and incorporated herein by reference.

·Item ~~cash~~9.01. Financial ~~and~~Statements ~~cash equivalents of between $59 million~~ and ~~$60 million~~Exhibits.

EBITDA represents earnings before net interest expense, provision for income taxes and depreciation and amortization. Estimated Adjusted EBITDA for the period presented represents estimated EBITDA of $9 million to $10 million, further adjusted to exclude estimated stock compensation expense of $0.8 million and estimated strategic alternative transaction expenses of $2.7 million. Using the estimates set forth above, for the 12 months ended December 31, 2010, the Company estimates sales of between $366 million and $368 million and Adjusted EBITDA of between $61 million and $62 million. For the 12 months ended December 31, 2009, the Company had sales of $338 million and Adjusted EBITDA of $56.4 million.(d) Exhibits

~~EBITDA and Adjusted EBITDA are financial measures not prepared in accordance with generally accepted accounting principles (“GAAP”)~~4. ~~The~~1 ~~Company~~Supplemental ~~believes~~Indenture, ~~that~~dated ~~GAAP-based~~February ~~financial information for leveraged businesses~~2, ~~such as the Company’s business~~2011, ~~should be supplemented~~ by ~~EBITDA~~ and ~~Adjusted~~among ~~EBITDA~~CPI soInternational, ~~that investors better understand the Company’s operating performance in connection with their analysis of the Company’s business~~Inc. In ~~addition, the Company’s management team uses EBITDA~~ and ~~Adjusted~~The ~~EBITDA~~Bank toof ~~evaluate~~New ~~the~~York ~~Company’s~~Mellon ~~operating~~Trust ~~performance~~Company, ~~to monitor compliance with its senior credit facility, to make day-to-day operating decisions and as a component in the calculation of management bonuses~~N. ~~Other~~A. ~~companies~~(formerly ~~may~~known ~~define EBITDA and Adjusted EBITDA differently and,~~ as aThe ~~result,~~Bank ~~the Company’s measures may not be directly comparable to EBITDA or Adjusted EBITDA~~ of ~~other~~New ~~companies. Because~~York ~~EBITDA~~Trust ~~and Adjusted EBITDA do not include certain material costs, such as interest and taxes, necessary to operate the~~ Company~~’s business~~, when analyzing the Company’s business, these non-GAAP financial measures should be considered in addition to, and not as a substitute for, net income (loss) or any other performance measure prepared in accordance with GAAPN. ~~At this time~~A.), ~~the Company is unable to provide~~ a ~~reconciliation~~national ofbanking ~~estimated EBITDA or estimated Adjusted EBITDA to estimated net income without unreasonable efforts~~association.

~~The~~4.2 ~~preliminary~~Third ~~estimated~~Supplemental ~~financial~~Indenture, ~~and~~dated ~~operating~~February data described herein is unaudited and subject to revision based on the completion of the accounting and financial reporting processes necessary to complete the Company’s financial closing procedures and complete our financial statements for the three months ended December 312, ~~2010. In addition~~2011, ~~the estimates set forth were prepared~~ by ~~the Company’s management~~ and ~~are~~among ~~based~~Communications on& aPower ~~number of assumptions~~Industries, ~~estimates and business decisions that are inherently subject to significant business and economic conditions and competitive uncertainties and contingencies, many of which are beyond its control~~Inc. ~~You should understand that important factors~~, ~~including those discussed in~~ the ~~Company’s~~Guarantors ~~public~~named ~~filings~~therein, ~~could cause its actual results to differ from these estimates~~ and ~~those differences may be material.~~ The ~~estimates~~Bank ~~for any interim period are not necessarily indicative~~ of ~~results~~New ~~for~~York ~~any~~Mellon ~~future~~Trust ~~period. The~~ Company ~~does not intend to update or otherwise revise the estimates to reflect future events. The preliminary estimated financial and operating data included in this report has been prepared by~~, ~~and are the responsibility of, the Company’s management~~N.A. ~~KPMG~~(as ~~LLP~~successor ~~has not audited, reviewed, compiled or performed any procedures with respect~~ to ~~the~~BNY ~~accompanying~~Western ~~preliminary~~Trust ~~estimated financial and operating data. Accordingly~~Company), ~~KPMG~~a ~~LLP~~national ~~does~~banking ~~not express an opinion or any other form of assurance with respect thereto~~association.

The information contained in this Current Report on Form 8-K under Item 2.02 has been “furnished” and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section. The information in this Current Report under Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

Item 7.01 Regulation FD Disclosure

The information contained in Item 2.02 above is hereby incorporated in this Item 7.01 by reference.

The information contained in this Current Report on Form 8-K under Item 7.01 has been “furnished” and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section. The information in this Current Report under Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

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.

Dated: ~~January~~February 284, 2011 /s/ JOEL A. LITTMAN Joel A. Littman Chief Financial Officer

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.

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.