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CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered		Proposed Maximum Aggregate Offering Price(1)(2)				Amount of Registration Fee(3)
Common stock, par value $0.00002 per share		$	115,000,000			$	8,200

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Preliminary Prospectus		SUBJECT TO COMPLETION, DATED OCTOBER 28, 2010

16,666,667 Shares

UniTek Global Services, Inc.

Common Stock

We are offering 16,666,667 shares of our common stock.

Our common stock has been approved for listing on the NASDAQ Global Market under the symbol “UNTK,” concurrently with the consummation of this offering. Prior to this offering, our common stock has traded on the Over-the-Counter Bulletin Board under the symbol “UGLB.OB.” As of October 27, 2010, the last reported sale price of our common stock was $0.05 per share, which giving effect to a proposed one-for-28 reverse split of our common stock equates to $1.40. However, in this preliminary prospectus, we assume that the price per share in this offering will be $6.00. Following this offering, we intend to effect a further one-for-two reverse stock split of our common stock.

Investing in our common stock involves a high degree of risk. You should read this entire prospectus carefully, including the section entitled “Risk Factors” beginning on page 12.

		Per Share				Total
Public offering price		$				$
Underwriting discount and commissions(1)		$				$
Proceeds, before expenses, to us		$				$

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We have granted the underwriters an option, exercisable within 30 days after the date of this prospectus, to purchase up to 2,500,000 additional shares of our common stock upon the same terms and conditions as the shares offered by this prospectus to cover over-allotments, if any.

Delivery of the shares is expected to be made on or about       , 2010.

Joint Book-Running Managers

FBR Capital Markets		Roth Capital Partners

Co-Managers

D.A. Davidson & Co.		Janney Montgomery Scott

The date of this prospectus is       , 2010.

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		Page
Prospectus Summary			1
Risk Factors			12
Cautionary Statement Regarding Forward-Looking Statements			22
Use of Proceeds			23
Price Range of Common Stock			24
Dividend Policy			24
Capitalization			25
Dilution			27
Selected Consolidated Financial Data			29
Management’s Discussion and Analysis of Financial Condition and Results of Operations			34
Business			51
Management			61
Executive Compensation			68
Security Ownership of Certain Beneficial Owners and Management			77
Certain Relationships and Related Party Transactions, Director Independence			82
Description of Securities			85
Material U.S. Federal Income Tax Considerations for Non-U.S. Holders of Common Stock			88
Underwriting			90
Legal Matters			93
Experts			93
Incorporation by Reference			94
Where You Can Find More Information			95
Index to Financial Statements			F-1

You should rely only on the information contained or incorporated by reference in this prospectus and in any free writing prospectus that we have authorized for use in connection with this offering. Neither we nor the underwriters have authorized any other person to provide you with additional or different information. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor the underwriters are making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. You should assume that the information in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

Some of the industry and market data contained in this prospectus are based on independent industry publications or other publicly available information, while other information is based on our internal sources. Although we believe that each source is reliable as of its respective date, the information contained in such sources has not been independently verified, and neither we nor the underwriters can assure you as to the accuracy or completeness of this information.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

UniTek and UniTek Global Services are trademarks of UniTek Global Services, Inc. All other service marks, trademarks and trade names referred to in this prospectus are the property of their respective owners. Solely for convenience, any trademarks referred to in this prospectus may appear without the ® symbol, but such references are not intended to indicate, in any way, that the owner of such trademark will not assert, to the fullest extent under applicable law, its rights or the right of the applicable licensor to these trademarks.

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PROSPECTUS SUMMARY

This summary highlights certain information described in more detail later in this prospectus. This summary is not complete and does not contain all the information you should consider before investing in our common stock. You should carefully read the more detailed information set out in this prospectus, especially the risks related to our business and investing in our common stock that we discuss under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as the consolidated financial statements and related notes appearing elsewhere in this prospectus or incorporated by reference herein. References in this prospectus to “we,” “us,” “our,” “the Company,” “our Company,” and “UniTek” refer to UniTek Global Services, Inc. and its consolidated subsidiaries, unless the context requires otherwise.

UniTek Global Services

We are a leading full-service provider of permanently outsourced infrastructure services, offering an end-to-end suite of technical services to the wireless and wireline telecommunications, satellite television and broadband cable industries in the United States and Canada. Our services include network engineering and design, construction and project management, comprehensive installation and fulfillment, and wireless telecommunication infrastructure services. Our primary client base consists of blue-chip, Fortune 200 companies in the media and telecommunications industry, including such customers as DIRECTV, AT&T, Clearwire Communications, Ericsson, Sprint, T-Mobile, Comcast, Cox Communications, Verizon Communications, Charter Communications and Time Warner Cable. We also serve significant Canadian customers, such as Rogers Cable and Cogeco Cable. Our clients rely on our services to build and maintain their infrastructure and networks, and provide residential and commercial fulfillment services, all of which are critical to our clients’ ability to deliver voice, video and data services to their end users. As of October 2, 2010, we had a three-year backlog of approximately $913.1 million, of which $363.7 million is expected to occur in 2011, and the majority of our services are performed under long-term master service agreements.

Our operating philosophy promotes a culture of visibility and accountability and is focused on using real-time metrics to achieve efficiencies and surpass each customer’s performance standards. All of our business units utilize our shared services platform, which consists of accounting, fleet management, insurance, safety, legal and corporate resources at our corporate headquarters. We have developed a standardized set of technology enabled, real-time monitoring and reporting capabilities, which we refer to as our Premium Real-time Operating System, or PROS. We rely on PROS to provide detailed, real-time reports on various performance metrics. We believe this enables management to respond rapidly to optimize operational performance, as well as drive customer service and quality levels. For instance, PROS not only allows us to monitor our technician’s fuel consumption, location and driving speeds through seamless GPS integration, but also allows the scheduling and mobilization of assets which are deployed to a customer’s home. This real-time management of technicians, inventory and assets enables operational efficiency while giving the customer flexibility in planning their day, effectively enhancing our level of customer service. By maintaining a centralized, technology-enabled shared services function, we believe we can better manage our business, control costs, and apply universal financial and operational controls and procedures. Our shared services platform has been engineered to be highly scalable and we believe that it can support a large increase in business without significant modifications.

Our strategy has enabled us to grow and scale our business units across a diversified set of customers, geographies and end markets by executing to the highest performance standards. We intend to leverage our high quality performance, commitment to technology and shared service platform to grow our revenue and profitability.

We deliver a broad range of specialized services to our customers, including:

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We report our results in two segments: Fulfillment and Engineering & Construction. These reportable segments are based on the services we provide and the industries we serve. Our Fulfillment segment primarily serves the satellite television and broadband cable industries, where we provide outsourced installation, upgrade and network management services. Our Engineering & Construction segment primarily serves the wireless and wireline telecommunications industries, where we provide engineering, design, construction and project management services.

For the fiscal years 2008 and 2009, we had revenues from continuing operations of $215.8 million and $278.1 million, respectively, representing growth of 28.9%. For the six months ended July 4, 2009 and July 3, 2010, we had revenues from continuing operations of $137.9 million and $194.8 million, respectively, representing growth of 41.3%. On January 27, 2010, we consummated a merger with UniTek Holdings, Inc., or Holdings, pursuant to which our subsidiary merged, the Merger, with and into Holdings and Holdings became our wholly owned subsidiary. For accounting purposes, Holdings was considered the accounting acquirer, however, the Merger was structured so that we were the surviving entity. On a pro forma basis reflecting the combined companies, our fiscal 2009 revenues were $347.5 million.

Industry Overview and Opportunity

We believe the following industry trends will increase the size of the permanently outsourced infrastructure services industry:

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In addition, the Federal Communications Commission, or FCC, has issued, and we expect it will continue to issue licenses, that grant access to new wireless spectrums to new and existing wireless service providers. A recent example of this is LightSquared, a company funded by Harbinger Capital to develop a state-of-the-art 4G open wireless broadband network. In July 2010, LightSquared announced that it had partnered with Nokia Siemens Networks for network design, equipment manufacturing and installation and network operations and maintenance services in an agreement worth approximately $7.0 billion over eight years.

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Our Business Strengths

We believe the following business strengths position us well to grow our business:

Our Strategy

The key elements of our business strategy are:

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Recent Developments

Letter of Engagement

We are party to a Letter of Engagement with LightSquared to assist it in beginning the process of locating and constructing transmission sites for its wireless network, which is proposed to be a new nationwide 4G-LTE wireless broadband network integrated with satellite coverage. Under the terms of the Letter of Engagement, we anticipate that we would locate and construct a substantial number of sites in select locations nationwide, and we have begun work on a number of sites as part of this project. While we are currently negotiating a master services agreement for this engagement, there are no assurances that the project will proceed as expected or that our role will have the scope that we anticipate.

Entrance into Memorandum of Understanding

On August 25, 2010, we entered into a non-binding memorandum of understanding whereby we will perform engineering and construction services to a “fiber-to-the-home” with Bell Aliant Canada. We expect this project to involve at least 85,000 homes and revenue of approximately $20.0 million by the end of fiscal year 2011. There are no assurances that the memorandum of understanding will result in a binding contract and we may never realize any revenues from this anticipated project.

DIRECTV Contract Renewal

On September 7, 2010, we executed a four-year renewal of our DIRECTV Home Services Provider agreement. This agreement is effective October 1, 2010, under which we will continue to provide fulfillment services to satellite customers in our existing markets.

Estimated Results for the Quarter ended October 2, 2010

Although our financial results for the quarter ended October 2, 2010 are not yet complete, the following information reflects our expected results based on the currently available information.

We currently estimate net revenue for the quarter ended October 2, 2010 to be in the range of $107.0 million to $111.0 million, compared to $105.8 million for the prior quarter ended July 3, 2010. This increase in sequential quarterly revenues resulted primarily from an increase in revenue in our Fulfillment segment.

We currently estimate net loss to be in the range of $3.1 million to $4.3 million for the quarter ended October 2, 2010 compared to a $6.1 million net loss for the prior quarter ended July 3, 2010. Adjusted EBITDA is estimated to be in the range of $8.8 million to $9.3 million compared to $8.0 million in the prior quarter ended July 3, 2010. The improvements in net loss and Adjusted EBITDA are primarily related to operational improvements in our Engineering and Construction segment and the higher revenue in the Fulfillment segment.

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Below is a reconciliation of net loss to Adjusted EBITDA:

		Quarter Ended October 2, 2010								Quarter End July 3, 2010
		Low End				High End
Net loss			(4,285	)			(3,135	)			(6,143	)
Loss from discontinued operations			170				120				175
Income tax expense			40				40				34
Interest expense			6,100				5,700				6,241
Stock compensation expense			425				425				423
Other expense, non cash			—				—				146
Depreciation and amortization			6,150				5,950				7,141
Merger transaction costs			200				200				(63	)
Adjusted EBITDA			8,800				9,300				7,954

Earnings Before Interest, Taxes, Depreciation and Amortization, or EBITDA, as adjusted in accordance with the table above, is a key indicator used by our management to evaluate operating performance of our company and to make decisions regarding compensation and other operational matters. While this adjusted EBITDA is not intended to replace any presentation included in our consolidated financial statements under generally accepted accounting principles, or GAAP, and should not be considered an alternative to operating performance or an alternative to cash flow as a measure of liquidity, we believe this measure is useful to investors in assessing our performance in comparison with other companies in our industry. This calculation may differ in method of calculation from similarly titled measures used by other companies. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only as supplemental information.

Our estimates for net revenue, net loss and Adjusted EBITDA are not yet final and are subject to further review and could change materially. We are currently performing our quarter end close procedures for the quarter ended October 2, 2010.

Option Modification Program

We are currently considering an option modification program pursuant to which we will offer to modify eligible options held by our employees and directors. Pursuant to the option modification program, each tendered eligible option accepted by the Company will be modified to vest and become exercisable based upon attainment of a preset stock price vesting target. In exchange for the modification of the eligible options, holders of the eligible options will receive restricted stock units. Alternatively, we are considering an option exchange program pursuant to which we will offer to exchange eligible options held by our employees and directors for replacement restricted stock units, or RSUs. RSUs would be granted under our 2009 Omnibus Equity and Incentive Compensation Plan and would be subject to certain vesting requirements and forfeiture to the extent an employee or director’s employment or service terminates before the restricted stock units vest. The shares of common stock underlying each restricted stock unit will be issued either upon vesting, or upon on the earliest to occur of certain payment events. In addition, the terms of certain options that are not eligible for this option modification program may be adjusted separately.

In determining which program to utilize, we are considering the financial, tax and accounting impacts of the programs. We have not made a determination as to which of these programs we will conduct and we may determine not to conduct either program. As a result, the specific terms and conditions of the programs have not been finalized.

As of October 2, 2010, options to purchase approximately 638,427 shares of our common stock were outstanding under our stock plans. We anticipate that the maximum number of restricted stock units granted under one of these programs will not exceed 1,303,571 restricted stock units.

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Proposed Changes to Our Capital Structure

Proposed Reverse Stock Splits

On August 4, 2010, we received the consent of the requisite number of beneficial owners of our common stock to amend our Amended and Restated Certificate of Incorporation, or Charter, to effect a reverse split of our common stock at a ratio not less than one-to-eight and not greater than one-to-thirty, with the exact ratio to be set within such range in the discretion of our board of directors without further approval or authorization of our stockholders, with our board of directors having the ultimate discretion as to whether or not to proceed with the reverse split. Our board of directors has determined that, concurrently with the closing of this offering, the shares of our common stock then outstanding will be subject to a reverse split on a one-for-28 basis. Unless otherwise specified, all figures presented in this document are adjusted to reflect this split.

In addition, prior to the closing of this offering, we expect to seek and receive the consent of the requisite number of beneficial owners of our common stock to further amend our Charter to effect an additional reverse split of our common stock at a ratio of one-to-two. We expect this additional reverse to be effected during the fourth quarter of 2010. Unless otherwise specified, all figures presented in this document are not adjusted to reflect this additional reverse split.

Expected Conversion of Series B Preferred

Each share of our Series B Convertible Preferred Stock, par value $0.00002 per share, or Series B Preferred, is convertible at any time, at the option of the holder thereof, into shares of our common stock. According to its terms, each share of Series B Preferred is (i) convertible into 50 shares of common stock, subject to standard structural anti-dilution adjustments for stock splits, dividends and similar events, and (ii) entitled to a two-for-one liquidation preference in certain circumstances, including the currently contemplated conversion. See “Description of Securities — Description of Preferred Stock — Series B Preferred.”

In order to help facilitate this offering by allowing for a simplified capital structure, the holders of the Series B Preferred have agreed to convert their stock into shares of our common stock upon the consummation of this offering. As an inducement to agree to such conversion, we agreed to modify the conversion price, while also giving effect to the two-for-one liquidation preference, such that it will be a price representing a 6.5% discount to the offering price to the public of the common shares in this offering. Assuming a public offering price of $6.00 per share, the Series B Preferred would convert into 4,727,917 shares of our common stock, giving effect to the proposed reverse split of the shares of our common stock on a one-for-28 basis.

Also in connection with the conversion of the Series B Preferred, the Company has agreed with certain of our stockholders who are affiliates of HM Capital Partners, LLC, or HM LLC, subject to the approval of the Special Committee, that so long as those entities collectively own beneficially or of record or otherwise have the right to vote or consent with respect to certain threshold levels of the outstanding shares of the Common Stock, they will have the collective right to nominate up to three directors. The agreement also contains provisions designed to comply with the interpretations of the NASDAQ Global Market, which provide that the number of nominees who can be designated as a percentage of a board cannot exceed the approximate percentage ownership in the company by the nominating party. See “Management — Rights to Elect and Designate Nominees for Director.”

Corporate Information

We were organized as a corporation under the laws of the State of Delaware in 1987, as Adina, Inc.

On January 27, 2010, we entered into a merger agreement with Holdings, pursuant to which our subsidiary merged with and into Holdings and Holdings became our wholly owned subsidiary. For accounting purposes, Holdings was considered the accounting acquirer, however, the Merger was structured so that we were the surviving entity. On June 4, 2010, we changed our corporate name from Berliner Communications, Inc. to UniTek Global Services, Inc.

Throughout this prospectus, we refer to various service marks and trade names that we use in our business. Other trademarks and service marks appearing in this prospectus are the property of their respective holders.

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In this prospectus, the terms “UniTek,” “we,” “us,” “our” and “the Company” refer to UniTek Global Services, Inc. and its consolidated subsidiaries.

Our principal executive offices are located at 1777 Sentry Parkway West, Blue Bell, Pennsylvania, 19422 and our telephone number is (267) 464-1700. Our website address is www.unitekgs.com. The information contained therein or connected thereto shall not be deemed to be incorporated into this prospectus or the registration statement of which it forms a part.

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The Offering

This number assumes the conversion of all outstanding shares of our Series B Preferred into 4,727,917 shares of our common stock based on an assumed public offering price of $6.00 per share.

Unless we indicate otherwise, all information in this prospectus assumes:

Unless we indicate otherwise, information in this prospectus does not reflect the impact of the additional reverse split of our common stock at a ratio of one-to-two that we expect to be effected during the fourth quarter of 2010.

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Reverse Acquisition Accounting

On January 27, 2010, Berliner Communications, Inc., or Berliner, BCI East, Inc., a Delaware corporation and a wholly owned subsidiary of Berliner, or BCI East, and Holdings entered into an Agreement and Plan of Merger, the Merger Agreement, pursuant to which BCI East merged with and into Holdings and Holdings became a wholly owned subsidiary of Berliner. The stockholders of Holdings received 0.012 shares of our Series A Convertible Preferred Stock, par value $0.00002 per share, or Series A Preferred, and 0.40 shares of our common stock for each share of Holdings common stock held by them, and each share of outstanding preferred stock of Holdings was converted into the right to receive 0.02 shares of our Series B Preferred. These amounts do not give effect to our proposed reverse stock split. For accounting purposes, Holdings was considered the accounting acquirer, however, the Merger was structured so that we were the surviving entity. As a result, the Berliner assets and liabilities as of January 27, 2010, the effective time of the Merger, have been incorporated into our balance sheets based on the fair market value of the assets acquired. Further, our results of operations reflect the operating results of Holdings before the Merger and the combined entity after the effective date of the Merger. Upon the completion of the Merger, Berliner changed its fiscal year end from June 30 to December 31. On June 4, 2010, Berliner changed its name to UniTek Global Services, Inc.

Consolidated Summary Financial Data

The following table presents consolidated summary financial information. The statement of operations and balance sheet data as of July 3, 2010 and for the six months ended July 4, 2009, and July 3, 2010, have been derived from Holdings’ unaudited consolidated financial statements and include the financial results of Berliner from January 27, 2010 to July 3, 2010, and in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary to state fairly the data for such period. The statement of operations and balance sheet data as of and for the years ended December 31, 2008 and December 31, 2009 have been derived from Holdings’ audited financial statements.

As the accounting acquirer, Holdings’ prior year results are presented for comparative purposes. The actual results for the six months ended July 3, 2010 are of Holdings for the entire period and include the results of operations of Berliner from January 27, 2010. The actual results for the six months ended July 4, 2009 include only the results of Holdings. The actual results for the years ended December 31, 2008 and 2009 are of Holdings for the entire period.

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All amounts presented herein are expressed in thousands, except share and per-share data, unless otherwise specifically noted, and are presented without giving effect to our proposed reverse stock splits.

		Year Ended								Six Months Ended
		December 31, 2008				December 31, 2009				July 4, 2009				July 3, 2010
										(unaudited)
		(amounts in thousands, except per share data)
Statement of Operations Data:
Revenue		$	215,752			$	278,098			$	137,912			$	194,807
Gross profit			35,433				40,748				17,851				28,970
Operating loss			(6,701	)			(51,421	)			(8,378	)			(2,462	)
Net loss			(23,191	)			(65,605	)			(16,723	)			(14,582	)
Net loss per share:
Basic		$	(0.21	)		$	(0.60	)		$	(0.15	)		$	(0.11	)
Diluted		$	(0.21	)		$	(0.60	)		$	(0.15	)		$	(0.11	)
Weighted average number of shares outstanding:
Basic			108,835				109,096				109,097				132,600
Diluted			108,835				109,096				109,097				132,600

		July 3, 2010
		(unaudited)
		(amounts in thousands)
Balance Sheet Data:
Current assets		$	84,417
Total assets			276,494
Current liabilities			102,864
Long-term debt and capital lease obligations, net of current portion			134,522
Total stockholders’ equity			26,291

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RISK FACTORS

The following “risk factors” contain important information about us and our business and should be read in their entirety. Additional risks and uncertainties not known to us or that we believe to be immaterial could also impair our business. If any of the following risks actually occur, our business, results of operations and financial condition could suffer significantly. As a result, the market price of our common stock could decline and you could lose all of your investment.

Risks Related to Our Business

We have had a history of losses.

We experienced net losses of $23.2 million in 2008 and $65.6 million in 2009 and, giving effect to the Merger, a pro forma loss of $77.1 million from continuing operations in 2009. We cannot predict if we will ever achieve profitability, and if we do, be able to sustain such profitability. Further, we may incur significant losses in the future for a number of reasons, including due to the other risks described in this prospectus, and we may encounter unforeseen expenses, difficulties, complications and delays and other unknown events. Accordingly, we may not be able to achieve profitability.

Our substantial indebtedness could adversely affect our financial health.

As of July 3, 2010, we and our subsidiaries have total indebtedness of approximately $171.9 million (not including intercompany indebtedness but including capital leases).

Our substantial indebtedness could have important consequences to our stockholders. For example, it could:

Additionally, the terms governing our debt facilities limit our ability, among other things, to:

These facilities are secured by a blanket security interest that covers substantially all of our assets. An event of default with respect to these facilities could result in, among other things, the acceleration and

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demand for payment of all the principal and interest due and the foreclosure on the collateral. As a result of such a default or action against collateral, we may be forced into bankruptcy, which may result in a loss of your investment.

Competition in the industries we serve could reduce our market share and impact operating results.

We serve markets that are highly competitive and fragmented and in which a large number of multinational companies compete for large, national projects, and an even greater number of small, local businesses compete for smaller, one-time projects. Many of our competitors are well-established and have larger and better developed networks and systems, longer-standing relationships with customers and suppliers, greater name recognition and greater financial, technical and marketing resources than we have. These competitors can often subsidize competing services with revenues from other sources and may be able to offer their services at lower prices. These or other competitors may also reduce the prices of their services significantly or may offer backhaul connectivity with other services, which could make their services more attractive to customers. Competition may place downward pressure on contract prices and profit margins. Intense competition is expected to continue in these markets and, if we are unable to meet these competitive challenges, we could lose market share to our competitors and experience an overall reduction in our operating performance and financial results.

We are vulnerable to the cyclical nature of the telecommunications industry and, specifically, the capital expenditures of the major telecommunications providers.

The demand for our outsourced infrastructure services is dependent upon the existence of projects with engineering, procurement, construction management installation and fulfillment needs. The wireless telecommunications market, which is one of the end-markets in which we compete, is particularly cyclical in nature and vulnerable to downturns in the telecommunications industry. During times of economic slowdown, some of our customers reduce their capital expenditures. Further, customers, primarily in our wired and wireless communications subsidiaries, sometimes defer or cancel pending projects. As a result, demand for our services may decline during periods of economic downturns and could adversely affect our operations and financial performance.

We generate a substantial portion of our revenue from a limited number of customers and, if our relationships with such customers were harmed, our business would suffer.

During the year ended December 31, 2009, our four largest customers, as a percentage of total revenue, were DIRECTV (64%), Comcast (13%), Verizon Communications (8%) and Rogers Cable (5%). During the six months ended July 3, 2010, our four largest customers, as a percentage of total revenue, were DIRECTV (46%), Comcast (14%), Verizon Communications (9%) and Clearwire Communications (7%).

We believe that a limited number of clients will continue to be the source of a substantial portion of our revenue for the foreseeable future. A key factor in maintaining relationships with such customers is performance on individual contracts and the strength of our professional reputation. To the extent that our performance does not meet client expectations, or our reputation or relationships with one or more key customers are impaired due to another reason, we may lose future business with such clients, and as a result, our ability to generate income would be adversely impacted. In addition, key customers could slow or stop spending on initiatives related to projects we are performing for them, due to increased difficulty in the credit markets as a result of the recent economic crisis or other reasons. Since many of our customer contracts allow our customers to terminate the contract without cause, our customers may terminate their contracts with us at will and materially impair our operating results.

We maintain a workforce based upon current and anticipated workloads. If we do not receive future contract awards or if these awards are delayed, we may incur significant costs in adjusting our workforce demands.

Our estimates of future performance depend on, among other matters, whether and when we will receive certain new contract awards. While our estimates are based upon good faith judgment, they can be unreliable and may frequently change based on newly available information. In the case of larger projects, where timing

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is often uncertain, it is particularly difficult to project whether and when we will receive a contract award. The uncertainty of contract award timing can present difficulties in matching workforce size with contractual needs. If an expected contract award is delayed or not received, we could incur significant costs resulting from retaining more staff than is necessary or redundancy of facilities. Similarly, if we underestimate the workforce necessary for a contract, we may not perform at the level expected by the client and harm our reputation with the client. Each of these may negatively impact our operating performance and financial results.

We recognize revenue for fixed price construction contracts using the percentage-of-completion method; therefore, variations of actual results from our assumptions may reduce our profitability.

We recognize revenue and profit on our construction contracts as the work progresses using the percentage-of-completion method of accounting. Under this method of accounting, contracts in progress are valued at cost plus accrued profits less paid revenue and progress payments made on uncompleted projects. This method relies on estimates of total expected contract revenue and costs.

Contract revenue and total cost estimates are reviewed and revised monthly by management as the work progresses, such that adjustments to profit resulting from revisions are made cumulative to the date of revision. Adjustments are reflected for the fiscal period affected by such revisions. If estimates of costs to complete long-term projects indicate a loss, we immediately recognize the full amount of the estimated loss. Such adjustments and accrued losses may negatively impact our operating results.

If our customers perform more tasks themselves, our business will suffer.

Our success also depends upon the continued trend by our customers to outsource their network design, deployment and project management needs. If this trend does not continue or is reversed and telecommunication service providers and network equipment vendors elect to perform more of these tasks themselves, our operating results may be adversely affected due to the decline in the demand for our services.

We have a lack of liquidity and will require additional capital to fund our operations and obligations.

As of October 2, 2010, we had cash balances and availability under existing credit facilities of approximately $13.4 million. Because we are only minimally capitalized, we expect to experience a lack of liquidity for the foreseeable future in our proposed operations. We will adjust our expenses as necessary to prevent cash flow or liquidity problems. We may need to raise additional funds to continue to fund our operations and obligations as well as to fund potential acquisitions. Our capital requirements will depend on several factors, including:

We may seek additional funds through public and private securities offerings and/or borrowings under lines of credit or other sources. Our inability to raise adequate funds to support the growth of our business would materially adversely affect our business. If we cannot raise additional capital, we may have to implement one or more of the following remedies:

We do not know whether additional financing will be available on commercially acceptable terms when needed, if at all. If adequate funds are not available or are not available on commercially acceptable terms, our ability to fund our operations or otherwise respond to competitive pressures could be significantly delayed or limited.

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If we raise additional funds by issuing equity securities, further dilution to our stockholders could result, and new investors could have rights superior to those of our existing stockholders. Any equity securities issued also may provide for rights, preferences or privileges senior to those of holders of our common stock. If we raise additional funds by issuing debt securities, these debt securities would have rights, preferences and privileges senior to those of holders of our common stock, and the terms of the debt securities issued could impose significant restrictions on our operations.

If we experience material delays and/or defaults in customer payments, we may be unable to cover all expenditures related to such customer’s projects.

Because of the nature of some of our contracts, we commit resources to projects prior to receiving payments from our customers in amounts sufficient to cover expenditures as they are incurred. Delays in customer payments may require us to make a working capital investment or obtain advances from our line of credit. If a customer defaults in making its payments on a project or projects to which we have devoted significant resources, it could have a material negative effect on our results of operations and negatively impact the financial covenants with our lenders.

The nature of our construction businesses exposes us to potential liability claims and contract disputes that may negatively affect our results of operations.

We engage in construction activities, including engineering and oversight of engineering firms. Design, construction or systems failures can result in substantial injury or damage to third parties. Any liability in excess of insurance limits at locations constructed by us could result in significant liability claims against us, which claims may negatively affect our results of operations. In addition, if there is a customer dispute regarding performance of project services, the customer may decide to delay or withhold payment to us. If we are ultimately unable to collect on these payments, our results of operations would be negatively impacted.

We may experience significant fluctuations in our quarterly results relating to our ability to generate additional revenue and manage expenditures and other factors, some of which are outside of our control, which could cause rapid declines in our stock price.

Our quarterly operating results have varied considerably in the past, and may continue to do so, due to a number of factors. Many of these factors are outside of our control and include, without limitation, the following:

Due to these factors and others, our results for a particular quarter, and therefore, our combined results for the affected year, may not meet the expectations of investors, which could cause the price of our common stock to decline significantly.

Our backlog is subject to reduction and potential cancellation.

Our backlog consists of uncompleted portions of services to be performed under job-specific contracts and the estimated value of future services that we expect to provide under master service agreements and other long-term contracts. Many of our contracts are multi-year agreements. We include in our backlog the amount of services projected to be performed over the terms of the contracts, where applicable, or based on our historical experience with customers and our experience in procurements of this type. In many instances, our customers are not contractually committed to procure specific volumes of services under a contract. Our estimates of backlog and a customer’s requirements during a particular future period may not prove to be accurate, particularly in light of the turbulent current economic conditions. If our estimated backlog is significantly inaccurate, this could adversely affect our financial results and the price of our common stock.

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The failure to successfully identify or integrate acquisitions could result in a reduction of our operating results, cash flows and liquidity.

We have made, and in the future may continue to make, strategic acquisitions. Acquisitions may expose us to operational challenges and risks, including:

We may not successfully identify suitable acquisitions in the future, and in the event we do commence such a transaction, the failure to successfully consummate the acquisition or manage the operational challenges and risks associated with the acquisition following the consummation could adversely affect our results of operations, cash flows and liquidity.

If we do not successfully integrate our business operations with those of Berliner, our business will be adversely affected.

We will need to successfully integrate our business operations with those of Berliner in order to obtain the benefits we expect from the Merger. Integrating these operations is a complex and time-consuming process. There may be substantial difficulties, costs and delays involved in any integration of the businesses. These may include:

The failure to integrate our business operations with those of Berliner successfully could have a material adverse effect on our business, financial condition and results of operations.

We may incur goodwill and other intangible impairment charges which could reduce our profitability.

Pursuant to accounting principles generally accepted in the United States, we are required to annually assess our goodwill and indefinite-lived intangibles to determine if they are impaired. In addition, interim reviews must be performed whenever events or changes in circumstances indicate that impairment may have occurred. If the testing performed indicates that impairment has occurred, we are required to record a non-cash impairment charge for the difference between the carrying value of the goodwill or other intangible assets and the implied fair value of the goodwill or other intangible assets in the period the determination is made. Disruptions to our business, end market conditions, protracted economic weakness and unexpected significant declines in operating results may result in charges for goodwill and other asset impairments. We

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assess the potential impairment of goodwill on an annual basis, as well as when interim events or changes in circumstances indicate that the carrying value may not be recoverable. We assess definite-lived intangible assets when events or changes in circumstances indicate that the carrying value may not be recoverable. We performed our required annual goodwill impairment test as of October 4, 2009 and determined that the carrying value of the telecommunications reporting unit exceeded its fair value and was therefore impaired. We also completed an impairment test of our long-lived assets at that date for the telecommunications reporting unit. The results of the impairment testing caused us to recognize a non-cash asset impairment charge of $38.4 million. Future impairments could further reduce our profitability.

Legal proceedings and other claims could reduce our profitability, cash flows and liquidity.

We are subject to various claims, lawsuits and proceedings which arise in the ordinary course of business. These actions may seek, among other things, compensation for alleged personal injury, workers’ compensation, employment discrimination, wage and hour disputes, breach of contract, property damage, consequential and punitive damages, civil penalties, or injunctive or declaratory relief. In addition, we generally indemnify our customers for claims related to the services we provide. Claimants may seek large damage awards. Defending these claims can involve significant legal costs. When appropriate, we establish reserves against litigation and claims that we believe to be adequate in light of current information, legal advice and professional indemnity insurance coverage, and we adjust such reserves from time to time according to developments. If reserves are inadequate, insurance coverage proves to be inadequate or unavailable, or there is an increase in liabilities for which we self-insure, we could experience a reduction in our profitability and liquidity. An adverse determination on any such claim or lawsuit could have a material adverse effect on our business, financial condition and results of operations. Separately, claims and lawsuits alleging wrongdoing or negligence by us may harm its reputation or divert management resources away from operating our business.

Government regulations may adversely affect our business.

Our customers are subject to various regulations of the FCC and other international regulations. These regulations require that these networks meet certain radio frequency emission standards and not cause interference to other services, and in some cases accept interference from other services. FCC regulations could cause our customers to slow down or delay development and deployment plans for network build outs, which could impact our financial results.

We maintain a high-deductible liability insurance program, which exposes us to a substantial portion of the costs of claims and lawsuits.

Although we maintain insurance policies with respect to automobile liability, general liability, workers’ compensation and employee group health claims, those policies are subject to high deductibles. Because most claims against us do not exceed the deductibles under its insurance policies, we are effectively self-insured for substantially all claims. We determine any liabilities for unpaid claims and associated expenses, including incurred but not reported losses, and reflect the present value of those liabilities in our balance sheet as other current and non-current liabilities. The determination of such claims and expenses and the appropriateness of the related liability is reviewed and updated quarterly. However, insurance liabilities are difficult to assess and estimate due to the many relevant factors, including the severity of an injury or legitimacy of a claim and the determination of our liability in proportion to other parties. If our insurance claims increase or costs exceed our estimates of insurance liabilities, we may experience a decline in operating results and liquidity.

Increases in our insurance premiums or collateral requirements could significantly reduce our profitability, liquidity and availability under our credit facilities.

Because of factors such as increases in claims, projected significant increases in medical costs and wages, lost compensation and reductions in coverage, insurance carriers may be unwilling to continue to provide us with our current levels of coverage without a significant increase in insurance premiums or collateral requirements to cover our deductible obligations. An increase in premiums or collateral requirements could significantly reduce our profitability and liquidity as well as reduce availability under our credit facilities.

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Our operating results can be negatively affected by weather conditions.

We perform most of our services outdoors. Adverse weather conditions may affect productivity in performing services or may temporarily prevent us from performing services for our customers. The affect of weather delays on projects that are under fixed price arrangements may be greater if we are unable to adjust the project schedule for such delays. A reduction in productivity in any given period or our inability to meet guaranteed schedules may adversely affect the profitability of our projects.

We bear the risk of cost overruns in some of our contracts.

We conduct our business under varying contractual arrangements, some of which are long-term and generate recurring revenue at agreed upon pricing. Certain of our contracts have prices that are established, in part, on cost and scheduling estimates which are based on a number of assumptions, including, without limitation, assumptions about future economic conditions, prices and availability of labor, prices of equipment and materials and other variables. These assumptions are made more difficult to ascertain by the current uncertainty in the capital markets and the wide fluctuation in prices for equipment, fuel and other costs associated with our services. Specifically, we are affected by the cost of crude oil used for fuel. Crude oil prices have historically been volatile. We do not enter into hedge transactions to reduce our exposure to price risks and cannot assure you that we will be successful in passing on these attendant costs if these risks were to materialize. If cost assumptions prove inaccurate or circumstances change, cost overruns may occur and, as a result, we may experience reduced profits or, in some cases, a loss for those projects affected.

If we are unable to recruit and retain key managers and employees, our business may be adversely affected.

We depend on the services of our executive officers and the senior management of our subsidiaries. Our management team has an average of approximately 19 years of experience in our industry; the loss of any of them could negatively affect our ability to execute our business strategy. Although we have entered into employment agreements with our executive officers and certain other key employees, we cannot guarantee that any key management personnel will remain employed by us. The loss of key management could adversely affect the management of our operations.

In addition, the services we deliver to our clients could be delayed or interrupted if we are unable to attract, train and retain highly skilled employees, particularly, installation technicians. Competition for these employees is intense. Because of the complex and technical nature of some of our services, any failure to attract and retain a sufficient number of qualified employees could materially harm our business.

We have in the past and may in the future experience deficiencies, including material weaknesses, in internal control over financial reporting. Our business and our share price may be adversely affected if we do not remediate these material weaknesses or if we have other weaknesses in our internal controls.

With respect to fiscal year 2008, Holdings identified control deficiencies, including a material weakness, in its internal control over financial reporting in which unbilled accounts receivable and the related revenue were misstated. Beginning in early 2009, we have remediated the material weakness and improved the accounting system and internal processes. While we have made efforts to improve our accounting policies and procedures, additional deficiencies and weaknesses may be identified. If material weaknesses or deficiencies in our internal controls exist and go undetected, our financial statements could contain material misstatements that, when discovered in the future, could cause us to fail to meet our future reporting obligations and cause the price of our common stock to decline.

In addition, in mid-2010, we identified a mathematical error within cash provided from operations on the Consolidated Statements of Cash Flows of Holdings for the years ended December 31, 2008 and 2009. As a result of the error, discontinued operations amounts were inadvertently characterized as loss rather than income. As a result of the discovery of the error, management has taken steps to evaluate internal controls and has concluded their design is appropriate. Management believes that future occurrences of mathematical errors of this type or a similar type will be prevented as a result of proper execution of existing controls.

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Risks Related to our Company and our Common Stock

Our historic stock price has been volatile and purchasers of our common stock could incur substantial losses.

Historically, our stock price has been volatile. The stock market in general, particularly recently, has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, investors may not be able to sell our common stock at or above their respective purchase prices. The market price for our common stock may be influenced by many factors, including, but not limited to, variations in our financial results or those of companies that are perceived to be similar to us, investors’ perceptions of us, the number of our shares available in the market, future sales of our common stock and securities convertible into our common stock, and general economic, industry and market conditions. In addition, in the past two years, the stock market has experienced significant price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies, including companies in our industry. The changes frequently appear to occur without regard to the operating performance of the affected companies. Hence, the price of our common stock could fluctuate based upon factors that have little or nothing to do with our Company, and these fluctuations could materially reduce our share price and cause you to lose all or part of your investment. Further, in the past, market fluctuations and price declines in a company’s stock have led to securities class action litigations. If such a suit were to arise, it could have a substantial cost and divert our resources regardless of the outcome.

There is a lack of a public market for our shares, which limits our stockholders’ ability to sell their shares.

Prior to this offering, our common stock has traded on the OTCBB, which is a decentralized market regulated by the Financial Industry Regulatory Authority in which securities are traded via an electronic quotation system that serves more than 3,000 companies. On the OTCBB, securities are traded by a network of brokers or dealers who carry inventories of securities to facilitate the buy and sell orders of investors, rather than providing the order matchmaking service seen in specialist exchanges. Trading of our common stock on such exchange has been light and sporadic.

Although our common stock has been approved for listing on the NASDAQ Global Market concurrently with the consummation of this offering, we can make no representation nor provide any assurance that our common stock will be able to meet the continued listing standards of this or any other stock exchange. If our common stock does not become listed on the NASDAQ Global Market, the trading market for our common stock may remain generally illiquid. Even if our common stock becomes listed on the NASDAQ Global Market, we can provide no assurances that an active market for our common stock will ever develop or that we will be able to maintain the listing standards of the exchange.

A small number of existing stockholders have the ability to influence major corporate decisions.

Through their ownership of our common stock and Series B Preferred (which is being converted to common stock concurrently with this offering), HM Capital Partners, LLC, or HM LLC, and its affiliates beneficially owned approximately 79% of the outstanding shares of our common stock as of October 2, 2010. Accordingly, they are in a position to influence:

The interests of HM LLC and its affiliates could conflict with yours. In addition, HM LLC or its affiliates may in the future own businesses that directly compete with ours. These factors may also discourage, delay or prevent a takeover attempt that other stockholders might consider in their best interest.

Our management will have broad discretion over the use of the proceeds from this offering and might not apply the proceeds of this offering in ways that increase the value of your investment.

Our management will have broad discretion to use the net proceeds from this offering. We expect to use the net proceeds from this offering to reduce indebtedness and fund working capital needs. We may fail to use

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these funds effectively to yield a significant return, or any return, on any investment of these net proceeds and we cannot assure you the proceeds will be used in a manner which you would approve.

We do not intend to pay dividends for the foreseeable future.

We have never declared or paid any cash dividends on our common stock and do not intend to pay any cash dividends in the foreseeable future. We anticipate that we will retain all of our future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our board of directors. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

You will suffer immediate and substantial dilution.

The public offering price per share of our common stock is substantially higher than our net tangible book value per common share immediately after the offering. As a result, you will pay a price per share that substantially exceeds the book value of our assets after subtracting our liabilities. At an assumed offering price of $6.00 per share, you will incur immediate and substantial dilution in the amount of $7.29 per share. We also have outstanding stock options to purchase our common stock at a weighted average exercise price of $64.76 per share and warrants to purchase our common stock at an average exercise price of $41.91. To the extent these options and/or warrants are exercised, you will be further diluted.

In addition, in connection with our $35.0 million Holdings Revolving Facility with BMO Capital Markets Financing, Inc., or BMO, Sector Performance Fund, LP and SPF SBS LP, affiliates of HM LLC, have guaranteed our performance under the credit facility in return for a fee. This fee is due on a quarterly basis and is payable, at our option and subject to the approval of the Special Committee, in cash or in shares of our Series B Preferred. If either of Sector Performance Fund, LP or SPF SBS LP, which we sometimes refer to as the Credit Support Parties, is required to perform its obligations under the guaranty, we would be obligated to use commercially reasonable efforts to repay them the principal amount and related interest within nine months after they performed under the guarantee. If we failed to do so, the principal and interest owed to them would automatically convert into shares of Series B Preferred at a valuation of $28.00 per share, which could result in additional substantial dilution to you. See “Dilution.”

Provisions of our certificate of incorporation and bylaws and Delaware law might discourage, delay or prevent a change of control of our Company or changes in our management and, as a result, depress the trading price of our common stock.

Our Charter and our amended and restated bylaws, or Bylaws, contain provisions that could discourage, delay or prevent a change in control of our Company or changes in our management that the stockholders of our Company may deem advantageous. These provisions:

In addition, we are subject to Section 203 of the Delaware General Corporation Law, or DGCL, which, subject to some exceptions, prohibits “business combinations” between a Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15.0% or more of a Delaware corporation’s voting stock, for a three-year period following the date that the stockholder became an interested stockholder. Section 203 of the DGCL could have the effect of delaying, deferring or preventing a change in control that our stockholders might consider to be in their best interests.

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These anti-takeover defenses could discourage, delay or prevent a transaction involving a change in control of our Company. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause us to take corporate actions other than those you desire.

Future sales of our common stock in the public market could lower our share price, and any additional capital raised by us through the sale of equity or convertible debt securities may dilute your ownership in us and may adversely affect the market price of our common stock.

We and substantially all of our stockholders may sell additional shares of common stock in subsequent public offerings. We may also issue additional shares of common stock or convertible debt securities to finance future acquisitions. After the consummation of this offering, we will have 200,000,000 shares of common stock authorized and 26,279,524 shares of common stock outstanding. The number outstanding includes 16,666,667 shares that we are selling in this offering, which may be resold immediately in the public market. Of the remaining 9,612,857 shares outstanding, 8,413,734, or 88% of our total outstanding shares as of October 2, 2010, giving effect to the conversion of the Series B Preferred, including 268,677 shares held directly by the Old Berliner Trust on behalf of Mr. Richard B. Berliner, our Director and Chief Marketing Officer are restricted from immediate resale under the lock-up agreements between our current stockholders, directors and officers and the underwriters described in “Underwriting,” but may be sold into the market in the near future. These shares will become available for sale following the expiration of the lock-up agreements, which, without the prior consent of the representatives of the underwriters, is 180 days after the date of this prospectus, subject to compliance with the applicable requirements under Rule 144 of the Securities Act of 1933, or the Securities Act.

We cannot predict the size of future issuances of our common stock or the effect, if any, that future issuances and sales of our common stock will have on the market price of our common stock. Sales of substantial amounts of our common stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices for our common stock.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The information included in this prospectus or incorporated by reference herein contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the attainment of which involves various risks and uncertainties. All statements other than statements of historical fact included in this prospectus are forward-looking statements. Forward-looking statements may be identified by the use of forward-looking terminology, such as “may,” “will,” “expect,” “believe,” “estimate,” “anticipate,” “continue” or similar terms, variations of those terms or the negative of those terms.

These forward-looking statements are based on assumptions that we have made in light of our experience in the industry in which we operate, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. As you read and consider this prospectus, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (some of which are beyond our control) and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial condition or results of operations and cause actual results to differ materially from those in the forward-looking statements. These factors include, among other things:

It is important to note that all of our forward-looking statements are subject to a number of risks, assumptions and uncertainties, such as risks:

This list is only an example of the risks that may affect the forward-looking statements. If any of these risks or uncertainties materialize or fail to materialize, or if the underlying assumptions are incorrect, then actual results may differ materially from those projected in the forward-looking statements.

Additional factors that could cause actual results to differ materially from those reflected in the forward-looking statements include, without limitation, those discussed elsewhere in this prospectus. It is important not to place undue reliance on these forward-looking statements, which reflect our analysis, judgment, belief or expectation only as of the date of this prospectus. We undertake no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date of this prospectus.

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USE OF PROCEEDS

We estimate that the net proceeds to us from this offering will be approximately $91.6 million, assuming a public offering price of $6.00 per share, which represents approximately a 429% premium to $1.40, the last reported sale price for our common stock on October 26, 2010, as reported by the OTCBB and as adjusted to account for our one-for-28 reverse stock split, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters’ over-allotment option is exercised in full, we estimate that we will receive additional net proceeds of approximately $14.0 million.

A $1.00 increase (decrease) in the assumed public offering price would increase (decrease) the net proceeds to us by $15.5 million, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. An increase (decrease) of 1.0 million in the number of shares offered by us would increase (decrease) the net proceeds to us by $5.6 million.

We intend to use the net proceeds from the sale of shares by us to repay certain of our indebtedness, as follows:

We expect to use the remainder for general corporate purposes, including for working capital to support the execution of our backlog, although any additional net proceeds received from the exercise of the underwriters’ over-allotment option will be applied to repayment of indebtedness outstanding under the Term B Credit Facility of our First Lien Credit Aggreement.

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PRICE RANGE OF COMMON STOCK

Prior to this offering, our common stock has traded on the OTCBB. On July 6, 2010, our trading symbol was changed from “BERL.OB” to “UGLB.OB” as part of our name change from Berliner Communications, Inc. to UniTek Global Services, Inc. at that time. Prior to September 16, 2005, our stock was traded under the symbol “NVNW.OB.” Concurrently with the consummation of this offering, we expect that our common stock will trade on the NASDAQ Global Market under the symbol “UNTK.”

The following table sets forth the high and low bid prices of our common stock on the applicable market for the quarterly periods indicated. These prices do not reflect our proposed one-for-28 reverse stock split, reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions:

Quarter Ended		Low				High
October 2, 2010 (through October 26, 2010)		$	0.05			$	1.16
July 3, 2010			1.00				1.45
April 3, 2010			0.55				1.25
December 31, 2009			0.60				0.70
September 30, 2009			0.51				0.70
June 30, 2009			0.51				0.60
March 31, 2009			0.51				0.85
December 31, 2008			0.60				1.55
September 30, 2008			1.06				1.30
June 30, 2008			1.06				1.41
March 31, 2008			1.05				2.00
December 31, 2007			1.01				1.20
September 30, 2007			1.01				1.10

Our stock has experienced periods, including extended periods, of limited or sporadic quotations.

As of October 2, 2010, there were 147 holders of record of our common stock.

DIVIDEND POLICY

We have not declared or paid any dividend since inception on our common stock. We do not anticipate that we will declare or pay dividends in the foreseeable future on our common stock.

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CAPITALIZATION

The following table describes our cash and cash equivalents and capitalization as of July 3, 2010:

You should read this capitalization table together with the consolidated financial statements and related notes appearing elsewhere in this prospectus, as well as “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the other financial information included elsewhere in this prospectus.

		As of July 3, 2010 (unaudited)
		Actual				Pro Forma(1)				Pro Forma As Adjusted(2)
		(amounts in thousands, except per share data)
Cash and cash equivalents		$	1,998				1,998				22,693
First Lien Credit Agreement:
Revolving credit facility(3)			18,000				18,000				18,000
Term B credit facility(3)			72,333				72,333				56,083
Term C credit facility			19,500				19,500				19,500
			109,833				109,833				93,583
Second Lien Credit Agreement:
Term facility			25,000				25,000				0
Holdings Revolving Facility(3)			29,712				29,712				0
Capital lease obligations			7,307				7,307				7,307
Total debt			171,852				171,852				100,890
Series B Convertible Preferred Stock – par value $0.00002 per share, 20,000,000 shares authorized, 256,337 shares issued and outstanding, actual; $0.00002 par value, 20,000,000 shares authorized, no shares issued and outstanding, pro forma; $0.00002 par value, 20,000,000 shares authorized, no shares issued and outstanding, pro forma as adjusted(4)			12,817				0				0
Stockholders’ equity (deficit)
Common Stock – par value $0.00002 per share, 200,000,000 shares authorized, 136,778,330 shares issued and outstanding, actual; $0.00002 par value, 200,000,000 shares authorized, 9,612,857 shares issued and outstanding, pro forma; $0.00002 par value, 200,000,000 shares authorized, 26,279,524 shares issued and outstanding, pro forma as adjusted			3				0				1
Additional paid-in capital			135,290				148,555				240,211
Accumulated other comprehensive income			(35	)			(35	)			(35	)
Accumulated deficit			(108,967	)			(108,967	)			(108,967	)
Total stockholders’ equity			26,291				39,553				131,210
Total capitalization		$	210,960				211,405				232,100

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The number of shares of our common stock outstanding immediately after this offering is based on 4,884,940 shares outstanding as of October 2, 2010 and excludes:

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DILUTION

If you invest in our common stock, your interest will be diluted to the extent of the difference between the public offering price per share and the net tangible book value per share after this offering.

As of July 3, 2010, our historical net tangible book value was approximately $(138.8) million, or $(28.43) per share. Net tangible book value per share represents total tangible assets less total liabilities and Series B Preferred, divided by the number of shares of common stock outstanding. After giving effect to (i) the conversion of all outstanding shares of our Series B Preferred into 4,727,917 shares of our common stock, our pro forma net tangible book value was approximately $(125.6) million, or $(13.07) per share, and (ii) the issuance and sale of 16,666,667 shares of common stock in this offering at an assumed public offering price of $6.00 per share, and deducting the underwriting discounts and estimated offering expenses that we will pay, our pro forma as adjusted net tangible book value as of July 3, 2010 would have been approximately $(33.9) million, or $(1.29) per share. This represents an immediate increase in net tangible book value of $27.14 per share to existing stockholders and an immediate dilution of $7.29 per share to new investors purchasing common stock in this offering. The following table illustrates this dilution on a per share basis:

		Per Share
Assumed public offering price per share						$	6.00
Historical net tangible book value per share as of July 3, 2010		$	(28.43	)
Pro forma increase in net tangible book value per share attributable to conversion of preferred stock			15.36
Pro forma net tangible book value per share as of July 3, 2010						$	(13.07	)
Increase in pro forma net tangible book value per share attributable to this offering			11.78
Pro forma as adjusted net tangible book value per share after this offering							(1.29	)
Dilution per share to new investors						$	7.29

A $1.00 increase (decrease) in the assumed offering price of $6.00 per share, would affect our as adjusted net tangible book value after this offering by $15.5 million, the net tangible book value per share after this offering by $0.59 per share, and the dilution per common share to new investors as adjusted by $0.59 per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the commissions and discounts and estimated offering expenses payable by us. An increase (decrease) of 1.0 million in the number of shares offered by us would affect our as adjusted net tangible book value after this offering by $5.6 million, the net tangible book value per share after this offering by $0.25 per share, and the dilution per common share to new investors as adjusted by $0.25 per share.

The following table sets forth, on a pro forma, as adjusted basis, as of July 3, 2010, the total number of shares of common stock owned by existing stockholders and to be owned by new investors, the total consideration paid, and the average price per share paid by our existing stockholders and to be paid by new investors purchasing shares of common stock in this offering. The calculation below is based on an assumed public offering price of $6.00 per share before deducting the underwriting discounts and estimated offering expenses that we will pay, and gives effect to the conversion of all outstanding shares of our Series B Preferred into 4,727,917 shares of our common stock.

		Shares Purchased								Total Consideration								Average Price Per Share
		Number				Percent				Amount				Percent
										(in thousands)
Existing stockholders			9,612,857				37	%		$	142,996				59	%		$	14.88
New investors			16,666,667				63	%		$	100,000				41	%		$	6.00
Total			26,279,524				100	%		$	242,996				100	%		$	9.25

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A $1.00 increase (decrease) in the assumed offering price of $6.00 per share would increase (decrease) total consideration paid by new investors, total consideration paid by all stockholders and average price per share paid by all stockholders by $15.5 million, $15.5 million and $0.63 per share, respectively. An increase (decrease) of 1.0 million in the number of shares offered by us would increase (decrease) total consideration paid by new investors, total consideration paid by all stockholders and average price per share paid by all stockholders by $5.6 million, $5.6 million and $(0.12) per share.

If the underwriters exercise in full their option to purchase additional shares of our common stock in the offering, the pro forma as adjusted net tangible book value per share would be $(0.69) per share and the dilution to new investors in this offering would be $6.69 per share.

The table above excludes, as of July 3, 2010 (on a post split basis):

We have not reflected the impact on our pro forma net tangible book value of the exercise of any options or warrants outstanding on July 3, 2010, as any such exercise would have been anti-dilutive to new investors.

In addition, in connection with our $35.0 million revolving credit facility with BMO, Sector Performance Fund, LP and SPF SBS LP, affiliates of HM LLC, have guaranteed our performance under the credit facility in return for a fee. See “Certain Relationships and Related Party Transactions, Director Independence — Credit Support Agreement.” If either of Sector Performance Fund, LP or SPF SBS LP is required to perform its obligations under the guaranty, we would be obligated to use commercially reasonable efforts to repay them the principal amount and related interest within nine months after they performed under the guarantee. If we failed to do so, the principal and interest owed to them would automatically convert into shares of Series B Preferred at a valuation of $1.00 per share, which could result in additional substantial dilution to you.

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SELECTED CONSOLIDATED FINANCIAL DATA

We have derived the consolidated statement of operations data for the years ended December 31, 2008 and 2009 and the consolidated balance sheet data as of December 31, 2008 and 2009 from our audited consolidated financial statements, which are included elsewhere in this prospectus. We have derived the summary consolidated statement of operations data for the six months ended July 4, 2009 and July 3, 2010 and the consolidated balance sheet data as of July 3, 2010 from our unaudited consolidated financial statements included elsewhere in this prospectus. The unaudited information was prepared on a basis consistent with that used in preparing our audited consolidated financial statements and includes all adjustments, consisting of normal recurring adjustments, which are necessary for a fair presentation of our financial position, results of operations and cash flows for the unaudited periods. Our historical results are not necessarily indicative of the results to be expected in any future period and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and related notes included elsewhere in this prospectus. All amounts presented herein are expressed in thousands, except share and per-share data, unless otherwise specifically noted, and are presented without giving effect to our proposed reverse stock split.

		Year Ended December 31,								Six Months Ended
		2008				2009				July 4, 2009				July 3, 2010
										(unaudited)
		(amounts in thousands, except per share data)
Consolidated Statements of Operations Data:
Revenue		$	215,752			$	278,098			$	137,912			$	194,807
Cost of revenue			180,319				237,350				120,061				165,837
Gross profit			35,433				40,748				17,851				28,970
Selling, general, and administrative expenses			20,864				26,860				12,796				17,719
Asset impairment			—				38,431				—				—
Depreciation and amortization			21,270				26,878				13,433				13,713
Operating loss			(6,701	)			(51,421	)			(8,378	)			(2,462	)
Interest income			82				—				—				—
Interest expense			16,096				18,825				8,306				11,413
Other expense, net			7				284				45				146
Loss from continuing operations before income taxes			(22,722	)			(70,530	)			(16,729	)			(14,021	)
Benefit (provision) for income taxes			(4,503	)			4,743				(769	)			(102	)
Loss from continuing operations			(27,225	)			(65,787	)			(17,498	)			(14,123	)
Income (loss) from discontinued operations (net of tax benefit of $453, $0, $0, and $0, respectively)			4,034				182				775				(459	)
Net loss		$	(23,191	)		$	(65,605	)		$	(16,723	)		$	(14,582	)
Net loss per share:
Basic		$	(0.21	)		$	(0.60	)		$	(0.15	)		$	(0.11	)
Diluted		$	(0.21	)		$	(0.60	)		$	(0.15	)		$	(0.11	)
Weighted average number of shares outstanding:
Basic			108,835				109,096				109,097				132,600
Diluted			108,835				109,096				109,097				132,600
Adjusted EBITDA(1)			N/A				19,717				7,104				13,429

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		December 31,
		2008				2009				July 3, 2010
										(unaudited)
		(amounts in thousands)
Consolidated Balance Sheets Data:
Cash and cash equivalents		$	5,348			$	2,263			$	1,998
Working capital (deficit)			(145,177	)			(41,715	)			(18,447	)
Total assets			282,015				231,841				276,494
Current liabilities			191,201				80,921				102,864
Long term debt and capital lease obligations, net of current portion			1,314				131,406				134,522
Total stockholders’ equity			82,999				19,513				26,291

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Unaudited Pro Forma Condensed Consolidated Statements of Operations

The following unaudited pro forma condensed consolidated financial statements should be read in conjunction with the historical consolidated financial statements and notes thereto of Berliner included in its Transition Report on Form 10-K for the six months ended December 31, 2009, filed on March 31, 2010, as well as the historical consolidated financial statements and notes thereto of Holdings and the unaudited pro forma combined financial statements in our Current Report on Form 8-K/A filed April 12, 2010 and our Current Report on Form 8-K filed on August 13, 2010 incorporated by reference herein. The pro forma financial information below shows summary unaudited pro forma combined financial information as if Berliner and Holdings had been combined as of January 1, 2010.

The unaudited pro forma financial information is for illustrative purposes only and is not necessarily indicative of the results of operations that would have been realized if the acquisition had been completed on the dates indicated, nor is it indicative of our future operating results. The unaudited pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable. You should not rely on the unaudited pro forma income statement for the six months ended July 3, 2010, as being indicative of the results of operations that would have been achieved had the business combination been consummated as of January 1, 2010.

		Six Months Ended July 3, 2010
		Historical
		UniTek Six Months Ended July 3, 2010				Berliner January 1 though 27, 2010				Pro Forma Adjustments				Pro Forma Combined
		(amounts in thousands, except per share data)
Revenues		$	194,807			$	6,401			$	—			$	201,208
Costs of revenues			165,837				5,321				1,258	(a)			172,416
Gross profit			28,970				1,080				(1,258	)			28,792
Selling, general and administrative expenses			17,719				3,049				(1,258	)(a)			16,978
											(2,532	)(b)
Depreciation and amortization			13,713				109				125	(c)			13,947
Operating loss			(2,462	)			(2,078	)			2,407				(2,133	)
Interest expense			11,413				30				143	(d)			11,695
											32	(e)
											77	(f)
Amortization of deferred financing costs							77				(77	)(f)			—
Other expenses, net			146				—								146
Loss from continuing operations before income taxes			(14,021	)			(2,185	)			2,232				(13,974	)
Provision for income taxes			(102	)			—				—				(102	)
(Loss) from continuing operations		$	(14,123	)		$	(2,185	)		$	2,232			$	(14,076	)
Loss from continuing operations per common share:
Basic		$	(0.11	)										$	(0.10	)
Diluted		$	(0.11	)										$	(0.10	)
Weighted average number of common shares outstanding:
Basic			132,600												136,579
Diluted			132,600												136,579

Statement of Operations Adjustments

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Adjusted EBITDA

Earnings Before Interest, Taxes, Depreciation and Amortization, or EBITDA, as adjusted in accordance with the table below, is a key indicator used by our management to evaluate operating performance of our company and to make decisions regarding compensation and other operational matters. While this adjusted EBITDA is not intended to replace any presentation included in these consolidated financial statements under generally accepted accounting principles, or GAAP, and should not be considered an alternative to operating performance or an alternative to cash flow as a measure of liquidity, we believe this measure is useful to investors in assessing our performance in comparison with other companies in our industry. This calculation may differ in method of calculation from similarly titled measures used by other companies. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only as supplemental information. Adjusted pro forma EBITDA is our EBITDA adding back transaction costs for the Merger and including the results of Berliner and the DIRECTV market swap as if they had occurred at the beginning of the period being presented.

A reconciliation of adjusted pro forma EBITDA to net loss is as follows for the year ended December 31, 2009 and for the six months ended July 3, 2010 (amounts in thousands):

		Year Ended December 31, 2009								Six Months Ended July 3, 2010
		Actual				Pro Forma				Actual				Pro Forma
Adjusted EBITDA reconciliation:
Net loss		$	(65,605	)		$	(64,440	)		$	(14,582	)		$	(13,225	)
Berliner pro forma net loss(1)			—				(10,493	)			—				(1,308	)
(Income) loss from discontinued operations			(182	)			(182	)			459				459
Income tax expense (benefit)			(4,743	)			(3,046	)			102				102
Interest, net			18,825				21,268				11,413				11,695
Asset impairment			38,431				38,431				—				—
Depreciation and amortization			26,878				29,673				13,713				13,947
Other expense, non cash			284				246				146				146
EBITDA from continuing operations			13,888				11,457				11,251				11,816
Stock compensation expense			1,688				2,089				821				903
Legacy legal reserve(2)			1,883				1,883				—				—
Pro forma EBITDA from market swap(3)			1,093				1,093				—				—
Merger transaction costs			1,165				—				1,357				—
Adjusted EBITDA		$	19,717			$	16,522			$	13,429			$	12,719

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion contains forward-looking statements which are subject to known and unknown risks, uncertainties and other factors that may cause our actual results to differ materially from those expressed or implied by such forward-looking statements. We discuss such risks, uncertainties and other factors throughout this prospectus and specifically under the caption “Risk Factors.” The following review should be read in connection with our consolidated financial statements and the related notes that are set forth under the heading “Prospectus Summary — Consolidated Summary Financial Data,” elsewhere in this prospectus and our audited consolidated financial statements and related notes for the year ended December 31, 2009 and our unaudited pro forma condensed combined financial statements both included in our Current Report on Form 8-K/A filed with the Securities and Exchange Commission on April 12, 2010 and our Current Report on Form 8-K filed with the Securities and Exchange Commission on August 13, 2010. All financial information and data from the three and six months ended July 3, 2010 and July 4, 2009, is unaudited. All amounts presented herein are expressed in thousands, except share and per-share data, unless otherwise specifically noted, and are presented without giving effect to our proposed reverse stock split.

Basis of Presentation

We are a leading full-service provider of permanently outsourced infrastructure services, offering an end-to-end suite of technical services to the wireless and wireline telecommunications, satellite television and broadband cable industries in the United States and Canada. Our services include network engineering and design, construction and project management, comprehensive installation and fulfillment, and wireless telecommunication infrastructure services. Our primary client base consists of blue-chip, Fortune 200 companies in the media and telecommunications industry, including such customers as DIRECTV, AT&T, Clearwire Communications, Ericsson, Sprint, T-Mobile, Comcast, Cox Communications, Verizon Communications, Charter Communications and Time Warner Cable. We also serve significant Canadian customers, such as Rogers Cable and Cogeco Cable. Our clients rely on our services to build and maintain their infrastructure and networks, and provide residential and commercial fulfillment services, which are critical to our clients’ ability to deliver voice, video and data services to their end users. As of October 2, 2010, we had a three-year backlog of approximately $913.1 million, of which $363.7 million is expected to occur in 2011, and the majority of our services are performed under long-term master service agreements.

On January 27, 2010, Berliner, BCI East and Holdings entered into the Merger Agreement, pursuant to which BCI East merged with and into Holdings and Holdings became a wholly owned subsidiary of Berliner. On June 4, 2010, Berliner filed a charter amendment and changed its name to UniTek Global Services, Inc., or UniTek.

As a result of the Merger, Holdings was the accounting acquirer with Berliner (now UniTek) as the legal acquirer and registrant. Upon the completion of the Merger, Berliner changed its fiscal year end from June 30 to December 31. Berliner filed a Transition Report for the six month period ended December 31, 2009, on Form 10-K with the SEC on March 31, 2010, or the Transition Report. As the accounting acquirer, Holdings’ prior year results are presented for comparison purposes. The results for the three and six months ended July 3, 2010 are Holdings for the entire period and the combined entity after consummation of the Merger on January 27, 2010, referred to herein as the Effective Time. The results for the three and six months ended July 4, 2009 and the years ended December 31, 2009 and December 31, 2008 are the results of Holdings. For the results of Berliner for the six months ended December 31, 2009 and December 31, 2008, and the years ended June 30, 2009 and June 30, 2008, please see the Transition Report. We currently operate in two reportable segments: (1) Fulfillment and (2) Engineering and Construction.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Major assets and liabilities that are subject to estimates include allowance for doubtful accounts, goodwill and other acquired intangible assets, deferred tax assets and certain accrued and contingent liabilities.

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Summary of Operating Results

The following table presents consolidated selected financial information. The statement of operations data for the three and six months ended July 3, 2010, and July 4, 2009, have been derived from our unaudited consolidated financial statements that, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary to state fairly the data for such period.

Results of Operations — Three Months Ended July 3, 2010 Compared to Three Months Ended July 4, 2009

The following table presents, for the periods indicated, a summary of our condensed consolidated statement of operations information.

		Three Months Ended
(in thousands, except per share data)		July 3, 2010				July 4, 2009
		(unaudited)				(unaudited)
Revenues		$	105,839			$	69,247
Cost of revenues			89,558				60,117
Gross profit			16,281				9,130
Selling, general and administrative expenses			8,687				6,089
Depreciation and amortization			7,141				7,160
Operating income (loss)			453				(4,119	)
Interest expense			6,241				4,341
Other expense, net			146				21
Loss from continuing operations before income taxes			(5,934	)			(8,481	)
Income tax expense			(34	)			(390	)
Loss from continuing operations			(5,968	)			(8,871	)
Income from discontinued operations			(175	)			(283	)
Net loss		$	(6,143	)		$	(9,154	)
Net loss per share – basic and diluted:
Continuing operations		$	(0.04	)		$	(0.08	)
Discontinued operations		$	0.00			$	0.00
Weighted average shares of common stock outstanding (basic and diluted)			136,758				109,100
Adjusted EBITDA(1)		$	7,954			$	3,524

The following table presents, for the periods indicated, a summary of our condensed consolidated balance sheet information.

(in thousands)		July 3, 2010				December 31, 2009
		(unaudited)
Current assets		$	84,417			$	39,206
Total assets			276,494				231,841
Current liabilities			102,864				80,921
Long-term debt and capital lease obligations, net of current portion			134,522				131,406
Series B Convertible Preferred Stock			12,817				—
Stockholders’ equity			26,291				19,513

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Revenues

The following table sets forth information regarding our revenues by segment for the three months ended July 3, 2010 and July 4, 2009.

		Three Months Ended (unaudited)
		July 3, 2010								July 4, 2009
(Amounts in thousands)		Amount				% of Revenues				Amount				% of Revenues				Increase
Fulfillment		$	66,640				63	%		$	56,167				81	%		$	10,473
Engineering and Construction			39,199				37	%			13,080				19	%			26,119
Total		$	105,839				100	%		$	69,247				100	%		$	36,592

We had revenue of $105.8 million for the three months ended July 3, 2010, compared to $69.2 million for the three months ended July 4, 2009. This represents an increase of $36.6 million, or 53%. Of the revenue gain, $25.4 million reflects the operations of Berliner which have been included in our consolidated results since the effective date of the Merger and is included in the engineering and construction segment.

Revenue for fulfillment segment increased by $10.5 million, or 19%, from $56.2 million for the three months ended July 4, 2009 to $66.6 million for the three months ended July 3, 2010. Revenue from the broadband cable acquisitions we completed in the fourth quarter of fiscal 2009 accounted for $3.7 million of this additional revenue. The remaining portion of the increase is attributable to growth in our existing fulfillment services business.

Revenue for the engineering and construction segment increased $26.1 million, or 200%, from $13.1 million for the three months ended July 4, 2009, to $39.2 million for the three months ended July 3, 2010. The increase is primarily related to the operations of Berliner which have been included in our consolidated results since the effective date of the Merger.

Cost of Revenues

The following table sets forth information regarding our cost of revenues by segment for the three months ended July 3, 2010 and July 4, 2009.

		Three Months Ended (unaudited)
		July 3, 2010								July 4, 2009
(Amounts in thousands)		Amount				% of Revenues				Amount				% of Revenues				Increase
Fulfillment		$	54,075				81	%		$	49,133				87	%		$	4,942
Engineering and Construction			35,483				91	%			10,984				84	%			24,499
Total		$	89,558				85	%		$	60,117				87	%		$	29,441

Our cost of revenue was $89.6 million and $60.1 million for the three months ended July 3, 2010 and July 4, 2009, respectively. This represents an increase of $29.4 million, or 49%, during a period when sales increased 53%. Cost of revenue represents 85% and 87% of total revenue for the three months ended July 3, 2010 and July 4, 2009, respectively. Of the cost of revenue increase, $23.1 million is related to the operations of Berliner which have been included in our consolidated results since the effective date of the Merger and is included in the engineering and construction segment.

Cost of revenue for fulfillment services increased $4.9 million from $49.1 million for the three months ended July 4, 2009 to $54.1 million for the three months ended July 3, 2010. This represents an increase of 10% during a period when revenue increased by 19% representing operational improvements made in the fulfillment segment.

Cost of revenue for the engineering and construction segment increased $24.5 million from $11.0 million for the three months ended July 4, 2009 to $35.5 million for the three months ended July 3, 2010. The increase is related primarily to the operations of Berliner which have been included in our consolidated results since the effective date of the Merger.

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Gross Profit

The following table sets forth information regarding our gross profit by segment for the three months ended July 3, 2010 and July 4, 2009.

		Three Months Ended (unaudited)
		July 3, 2010								July 4, 2009
(Amounts in thousands)		Amount				% of Revenues				Amount				% of Revenues				Increase
Fulfillment		$	12,565				19	%		$	7,034				13	%		$	5,531
Engineering and Construction			3,716				9	%			2,096				16	%		$	1,620
Total		$	16,281				15	%		$	9,130				13	%		$	7,151

Our gross profit for the three months ended July 3, 2010 was $16.3 million compared to $9.1 million for the three months ended July 4, 2009, representing an increase of $7.2 million, or 78%. Of the gross profit increase, $2.3 million is attributable to the operations of Berliner which have been included in our consolidated results since the effective date of the Merger and is included in the engineering and construction segment. Our gross profit as a percentage of revenue was approximately 15% for the three months ended July 3, 2010, as compared to 13% for the three months ended July 4, 2009.

For the fulfillment segment, gross margin increased from 13% for the three months ended July 4, 2009, to 19% for the three months ended July 3, 2010. The increase is primarily related to the operational improvements in various fulfillment markets and profitability improvements from the use of field technology, dispatch cost reduction programs and other cost savings initiatives.

For the engineering and construction segment, gross margin decreased from 16% to 9%. The decrease is primarily attributed to the addition of Berliner combined with the effects of a change in the mix of work within some of our existing engineering and construction markets.

Selling, General and Administrative Expenses

Selling, general and administrative expenses, or SG&A, for the three months ended July 3, 2010 were $8.7 million as compared to $6.1 million for the three months ended July 4, 2009. This represents an overall increase of $2.6 million. A portion of the increase ($1.4 million) is from the merger of Berliner which has been included in our consolidated results since the effective date of the Merger. The remaining increase in SG&A costs of $1.2 million is attributable primarily to integration and transaction expenses related to the Merger ($0.2 million), increased expenses related to the startup of our Canadian operations ($0.3 million) and increased insurance costs ($0.7 million).

Adjusted Pro Forma EBITDA

Earnings before interest, taxes, depreciation and amortization, or EBITDA, is a key indicator used by our management to evaluate operating performance of our company. While the adjusted EBITDA is not intended to replace any presentation included in these consolidated financial statements under generally accepted accounting principles, or GAAP, and should not be considered an alternative to operating performance or an alternative to cash flow as a measure of liquidity, we believe this measure is useful to investors in assessing our performance in comparison with other companies in our industry. This calculation may differ in method of calculation from similarly titled measures used by other companies. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only as supplemental information.

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A reconciliation of net loss to adjusted EBITDA is as follows for the three months ended July 3, 2010 and July 4, 2009 (amounts in thousands):

		Three Months Ended								Pro Forma Three Months Ended
		July 3, 2010				July 4, 2009				July 3, 2010				July 4, 2009
		(unaudited)								(unaudited)
Net loss		$	(6,143	)		$	(9,154	)		$	(6,206	)		$	(9,154	)
Berliner pro forma net loss(1)			—				—				—				(2,051	)
Loss from discontinued operations			175				283				175				283
Income tax expense			34				390				34				390
Interest expense			6,241				4,341				6,241				4,922
Stock compensation expense			423				473				423				573
Other expense, non cash			146				21				146				13
Depreciation and amortization			7,141				7,160				7,141				7,869
Merger transaction costs			(63	)			10				—				10
Adjusted EBITDA/Adjusted pro forma EBITDA		$	7,954			$	3,524			$	7,954			$	2,855

Adjusted EBITDA increased by 126% to $8.0 million for the three months ended July 3, 2010 from $3.5 million for the three months ended July 4, 2009. The fulfillment segment’s year over year improvement of $5.5 million in gross profit was the main contributor to this increase. The EBITDA improvement also includes $0.9 million of EBITDA attributable to the acquisition of Berliner which is included in our consolidated results since the effective date of the Merger. These increases in EBITDA were partially offset by higher SG&A expenses to support both the combined businesses and the increased revenue.

Depreciation and Amortization

Depreciation on fixed assets totaled approximately $2.9 million for the three months ended July 3, 2010 compared to $1.4 million for the three months ended July 4, 2009. The increase in depreciation is attributed to $0.3 million of depreciation costs related to the Merger and depreciation from the 2009 conversion of a portion of our fleet from operating leases to capital leases.

Amortization of intangible assets acquired as a result of acquisitions resulted in amortization expense of approximately $4.2 million for the three months ended July 3, 2010 compared to $5.8 million for the three months ended July 4, 2009. The decrease is related to the impairment of the wireline telecommunications reporting unit in 2009 that resulted in a write-down of the customer contracts in the fourth quarter of fiscal 2009, partially offset by increased amortization resulting from the Merger.

Interest Expense

We recognized $6.2 million and $4.3 million in interest expense during the three months ended July 3, 2010 and July 4, 2009, respectively. The increase of $1.9 million was primarily due to the higher debt levels in the second quarter of 2010 compared to the second quarter of 2009, an increase in interest rates from the 2009 amendments to the debt agreements, the credit support fee on the Holdings Revolving Facility entered into during January 2010 and additional interest relating to the Letter of Credit Facility entered into on March 31, 2010.

Income Taxes

We recorded income tax expense of $34,000 for three months ended July 3, 2010 and $0.4 million for the three months ended July 4, 2009. The 2010 tax expense represents the estimated tax expense from our Canadian operations. The 2009 tax expense is due to differences between book and tax amortization of intangible assets.

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At July 3, 2010, we had net operating loss carry forwards for federal and state income tax purposes of approximately $33.0 million which begin to expire in 2014 and will fully expire by 2029. Because the Company has not yet achieved profitable operations, management believes the potential tax benefits from the deferred tax assets do not satisfy the realization criteria set forth in FASB ASC 740, and accordingly, has recorded a valuation allowance for the entire net deferred tax asset.

Net Loss

We had a net loss of $6.1 million for the three months ended July 3, 2010, compared to a net loss of $9.2 million for three months ended July 4, 2009. These net losses include losses from discontinued operations of $0.2 million and $0.3 million for the three months ended July 3, 2010 and July 4, 2009, respectively. The losses from discontinued operations are the result of the closure of certain cable installation locations.

Results of Operations — Six Months Ended July 3, 2010 Compared to Six Months Ended July 4, 2009

The following table presents, for the periods indicated, a summary of our condensed consolidated statement of operations information.

		Six Months Ended (unaudited)
(in thousands, except per share data)		July 3, 2010				July 4, 2009
Revenues		$	194,807			$	137,912
Cost of revenues			165,837				120,061
Gross profit			28,970				17,851
Selling, general and administrative expenses			17,719				12,796
Depreciation and amortization			13,713				13,433
Operating loss			(2,462	)			(8,378	)
Interest expense			11,413				8,306
Other expense, net			146				45
Loss from continuing operations before income taxes			(14,021	)			(16,729	)
Income tax expense			(102	)			(769	)
Loss from continuing operations			(14,123	)			(17,498	)
Income (loss) from discontinued operations			(459	)			775
Net loss		$	(14,582	)		$	(16,723	)
Net loss per share – basic and diluted:
Continuing operations		$	(0.11	)		$	(0.16	)
Discontinued operations		$	0.00			$	0.01
Weighted average shares of common stock outstanding (basic and diluted)			132,600				109,097
Adjusted EBITDA(1)		$	13,429			$	7,104

Revenues

The following table sets forth information regarding our revenues by segment for the six months ended July 3, 2010 and July 4, 2009.

		Six Months Ended (unaudited)
		July 3, 2010								July 4, 2009
(Amounts in thousands)		Amount				% of Revenues				Amount				% of Revenues				Increase
Fulfillment		$	128,210				66	%		$	114,457				83	%		$	13,753
Engineering and Construction			66,597				34	%			23,455				17	%			43,142
Total		$	194,807				100	%		$	137,912				100	%		$	56,895

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We had revenue of $194.8million for the six months ended July 3, 2010, compared to $137.9 million for the six months ended July 4, 2009. This represents an increase of $56.9 million, or 41%. Of the revenue gain, $42.7 million reflects the operations of Berliner which have been included in our consolidated results since the effective date of the Merger and are included in the engineering and construction segment.

Revenue for fulfillment services increased by $13.8 million, or 12%, from $114.5 million for the six months ended July 4, 2009 to $128.2 million for the six months ended July 3, 2010. Revenue from the broadband cable acquisitions we completed in the fourth quarter of fiscal 2009 accounted for $8.4 million in additional revenue and the timing impact of the 2009 DIRECTV market swap added $2.8 million for the six months ended July 3, 2010. The remaining portion of this increase is attributable to growth in our existing fulfillment services business. These gains were partially offset by weather issues in the first quarter of fiscal 2010 in the Northeast and Midwest portion of the United States and lower customer promotions in the first quarter of 2010 as compared to 2009. The net impact of these items is estimated at approximately $2.6 million.

Revenue for the engineering and construction segment increased $43.1 million, or 184%, from $23.5 million for the six months ended July 4, 2009 as compared to $66.6 million for the six months ended July 3, 2010. The increase is primarily related to the operations of Berliner which have been included in our consolidated results since the effective date of the Merger.

Cost of Revenues

The following table sets forth information regarding our cost of revenues by segment for the six months ended July 3, 2010 and July 4, 2009.

		Six Months Ended (unaudited)
		July 3, 2010								July 4, 2009
(Amounts in thousands)		Amount				% of Revenues				Amount				% of Revenues				Increase
Fulfillment		$	105,503				82	%		$	98,961				86	%		$	6,542
Engineering and Construction			60,334				91	%			21,100				90	%			39,234
Total		$	165,837				85	%		$	120,061				87	%		$	45,776

Our cost of revenue was $165.8 million and $120.1 million for the six months ended July 3, 2010 and July 4, 2009, respectively. This represents an increase of $45.8 million, or 38%, during a period when sales increased 41%. Cost of revenues represents 85% and 87% of total revenue for the three months ended July 3, 2010 and July 4, 2009, respectively. Of the cost of revenue increase, $38.4 million is related to the operations of Berliner which have been included in our consolidated results since the effective date of the Merger and is included in the engineering and construction segment.

Cost of revenue for fulfillment services increased $6.5 million from $99.0 million for the six months ended July 4, 2009 to $105.5 million for the six months ended July 3, 2010. This represents an increase of 7% during a period when revenue increased by 12% representing operational improvements made in the fulfillment segment.

Cost of revenue for the engineering and construction segment increased $39.2 million from $21.1 million for the six months ended July 4, 2009 to $60.3 million for the six months ended July 3, 2010. The increase is related primarily to the operations of Berliner which have been included in our consolidated results since the effective date of the Merger.

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Gross Profit

The following table sets forth information regarding our gross profit by segment for the six months ended July 3, 2010 and July 4, 2009.

		Six Months Ended (unaudited)
		July 3, 2010								July 4, 2009
(Amounts in thousands)		Amount				% of Revenues				Amount				% of Revenues				Increase
Fulfillment		$	22,707				18	%		$	15,496				14	%		$	7,211
Engineering and Construction			6,263				9	%			2,355				10	%		$	3,908
Total		$	28,970				15	%		$	17,851				13	%		$	11,119

Our gross profit for the six months ended July 3, 2010 was $29.0 million compared to $17.9 million for the six months ended July 4, 2009, representing an increase of $11.1 million, or 62%. Of the gross profit increase, $4.1 million is attributable to the operations of Berliner which have been included in our consolidated results since the effective date of the Merger and is included in the engineering and construction segment. Our gross profit as a percentage of revenue was approximately 15% for the six months ended July 3, 2010, as compared to 13% for the six months ended July 4, 2009.

For the fulfillment segment, gross margin increased from 14% for the six months ended July 4, 2009 to 18% for the six months ended July 3, 2010. The increase is primarily related to the operational improvements in various fulfillment markets and profitability improvements from the use of field technology, dispatch cost reduction programs and other cost savings initiatives.

For the engineering and construction segment, gross margin decreased from 10% to 9%. The decrease is primarily attributed to the addition of Berliner combined with the effects of a change in the mix of work within some of our existing engineering and construction markets.

Selling, General and Administrative Expenses

SG&A expenses for the six months ended July 3, 2010 were $17.7 million as compared to $12.8 million for the six months ended July 4, 2009. This represents an overall increase of $4.9 million. The Merger, which has been included in our consolidated results since the effective date of the Merger, contributed an additional $3.0 million of expense. We also incurred approximately $1.4 million in transaction costs relating to the Merger during the six months ended July 3, 2010.

Adjusted Pro Forma EBITDA

A reconciliation of net loss to adjusted EBITDA is as follows for the six months ended July 3, 2010 and July 4, 2009 (amounts in thousands):

		Six Months Ended								Pro Forma Six Months Ended
		July 3, 2010				July 4, 2009				July 3, 2010				July 4, 2009
		(unaudited)								(unaudited)
Net loss		$	(14,582	)		$	(16,723	)		$	(13,225	)		$	(16,723	)
Berliner pro forma net loss(1)			—				—				(1,308	)			(5,933	)
(Income) loss from discontinued operations			459				(775	)			459				(775	)
Income tax expense			102				769				102				769
Interest expense			11,413				8,306				11,695				9,479
Depreciation and amortization			13,713				13,433				13,947				14,841
Stock compensation expense			821				946				903				1,144
Other expense, non cash			146				45				146				27
Merger transaction costs			1,357				10				—				10
Pro forma EBITDA from market swap(2)			—				1,093				—				1,093
Adjusted EBITDA/Adjusted Pro Forma EBITDA		$	13,429			$	7,104			$	12,719			$	3,932

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Adjusted EBITDA increased by 89% to $13.4 million for the six months ended July 3, 2010 from $7.1 million for the three months ended July 4, 2009. Of this increase $7.2 million is attributable to higher gross profit within our fulfillment services segment due to improved profitability from the used of field technology and other operational improvements. The EBITDA improvement also includes $1.5 million of EBITDA attributable to the acquisition of Berliner which is included in our consolidated results since the effective date of the Merger. These increases in EBITDA were partially offset by higher SG&A expenses to support both the combined businesses and the increased revenue.

Depreciation and Amortization

Depreciation on fixed assets totaled approximately $5.6 million for the six months ended July 3, 2010 compared to $2.1 million for the six months ended July 4, 2009. The increase in depreciation is attributed to the Merger ($0.5 million) and depreciation from the 2009 conversion of a portion of our fleet from operating leases to capital leases.

Amortization of intangible assets acquired as a result of acquisitions resulted in amortization expense of approximately $8.2 million for the six months ended July 3, 2010 compared to $11.3 million for the six months ended July 4, 2009. The decrease is related to the asset impairment of the wireline telecommunications reporting unit in 2009 that resulted in a write-down of the customer contracts in the fourth quarter of fiscal 2009, offset by increased amortization resulting from the Merger.

Interest Expense

We recognized $11.4 million and $8.3 million in interest expense during the six months ended July 3, 2010 and July 4, 2009, respectively. The increase of $3.1 million was primarily due to the higher debt levels in 2010 as compared to the second quarter of 2009 as a result of the Merger and working capital requirements and an increase in interest rates from the 2009 amendments to the debt agreements, the guaranty fee on the Holdings Revolving Facility entered into during January 2010 and additional interest relating to the Letter of Credit Facility entered into on March 31, 2010.

Income Taxes

We recorded income tax expense of $0.1 million for six months ended July 3, 2010 and $0.8 million for the six months ended July 4, 2009. The 2010 tax expense represents the estimated tax expense from our Canadian operations. The 2009 tax expense is due to differences between book and tax amortization of intangible assets.

At July 3, 2010, we had net operating loss carry forwards for federal and state income tax purposes of approximately $33.0 million which begin to expire in 2014 and will fully expire by 2029. Because we have not yet achieved profitable operations, management believes the potential tax benefits from the deferred tax assets do not satisfy the realization criteria set forth in FASB ASC 740, and accordingly, has recorded a valuation allowance for the entire net deferred tax asset.

Net Loss

We had a net loss of $14.6 million for the six months ended July 3, 2010, compared to a net loss of $16.7 million for six months ended July 4, 2009. These net losses include a loss from discontinued operations of $0.5 million for the six months ended July 3, 2010 and income from discontinued operations of $0.8 million for the six months ended July 4, 2009. The losses from discontinued operations are the result of the closure of certain cable installation locations and the impact of the DIRECTV market swap completed in the first quarter of 2009.

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Results of Operations — Year Ended December 31, 2009 Compared to Year Ended December 31, 2008

The following table presents, for the periods indicated, a summary of our condensed consolidated statement of operations information.

		Year Ended December 31,
(in thousands, except per share data)		2008				2009
Consolidated Statements of Operations Data:
Revenues		$	215,752			$	278,098
Cost of revenues			180,319				237,350
Gross profit			35,433				40,748
Selling, general, and administrative expenses			20,864				26,860
Asset impairment			—				38,431
Depreciation and amortization			21,270				26,878
Operating loss			(6,701	)			(51,421	)
Interest income			82				—
Interest expense			16,096				18,825
Other expense, net			7				284
Loss from continuing operations before income taxes			(22,722	)			(70,530	)
Benefit (provision) for income taxes			(4,503	)			4,743
Loss from continuing operations			(27,225	)			(65,787	)
Income (loss) from discontinued operations (net of tax benefit of $453 and $0, respectively)			4,034				182
Net loss		$	(23,191	)		$	(65,605	)
Net income (loss) per share – basic and diluted:
Continuing operations		$	(0.25	)		$	(0.60	)
Discontinued operations		$	0.04			$	0.00
Weighted average number of shares outstanding (basic and diluted):			108,835				109,096
Adjusted EBITDA(1)			N/A				19,717

The following table sets forth information regarding our revenues by segment for the years ended December 31, 2009 and December 31, 2008:

Revenues

The following table sets forth information regarding our revenues by segment for the years ended December 31, 2009 and December 31, 2008:

		Year Ended December 31,																Increase/ (Decrease)
(Amounts in thousands)		2009				% of Revenues				2008				% of Revenues
Fulfillment		$	238,656				86	%		$	148,464				69	%		$	90,192
Engineering and Construction			39,442				14	%			67,288				31	%			(27,846	)
Total		$	278,098				100	%		$	215,752				100	%		$	62,346

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We had revenue of $278.1million for the year ended December 31, 2009, versus $215.8 million for the prior year ended December 31, 2008. This represents an increase of $62.3 million, or 29% year-over-year.

Revenue for the fulfillment segment increased $90.2 million from $148.5 million for the year ended December 31, 2008 to $238.7 million for the year ended December 31, 2009 or 61%. There were three acquisitions of cable television sites that contributed growth of $4.2 million and the 2008 acquisition/swap of 180 Connect, net of the 2009 market swap with DIRECTV, contributed additional satellite and broadband fulfillment revenue of approximately $51.3 million. Internal revenue growth in the fulfillment segment was approximately $34.7 million (23%), which was primarily related to winning business in new markets from existing satellite and broadband customers.

Revenue for the engineering and construction segment decreased $27.8 million from $67.3 million for the year ended December 31, 2008 to $39.4 million for the year ended December 31, 2009. The full year impact in 2009 of the 2008 telecommunications acquisitions was approximately $14.4 million in additional revenue. Offsetting these increases was a reduction in spending by one of our telecommunications customers, primarily a result of the completion of our customers’ deployment plan in certain markets. We believe the impact on our telecommunications revenue from this matter was a reduction of approximately $43.8 million in 2009 as compared to 2008. The balance of the revenue change was normal changes in customer spending.

Cost of Revenues

The following table sets forth information regarding our cost of revenues by segment for the years ended December 31, 2009 and December 31, 2008:

		Year Ended December 31,																Increase/ (Decrease)
(Amounts in thousands)		2009				% of Revenues				2008				% of Revenues
Fulfillment		$	200,326				84	%		$	123,423				83	%		$	76,903
Engineering and Construction			37,024				94	%			56,896				85	%			(19,872	)
Total		$	237,350				85	%		$	180,319				84	%		$	57,031

Our cost of revenue was $237.4 million and $180.3 million for the years ended December 31, 2009 and 2008, respectively. Cost of revenue represents an increase of $57.0 million, or 32%. These amounts represent 85% and 84% of total revenue for the years ended December 31, 2009 and 2008, respectively.

Cost of revenue for the fulfillment segment increased $76.9 million from $123.4 million for the year ended December 31, 2008 to $200.3 million for the year ended December 31, 2009. This represents an increase of 62% during a period when revenue increased 61%.

Cost of revenue for the engineering and construction segment decreased $19.9 million from $56.9 million for the year ended December 31, 2008 to $37.0 million for the year ended December 31, 2009. This represents a decrease of 35% during a period when revenue decreased 41%. The difference reflects the impact of fixed site costs that could not be impacted fast enough in the period.

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Gross Profit

The following table sets forth information regarding our gross profit by segment for the years ended December 31, 2009 and December 31, 2008:

		Year Ended December 31,																Increase/ (Decrease)
(Amounts in thousands)		2009				% of Revenues				2008				% of Revenues
Fulfillment		$	38,330				16	%		$	25,041				17	%		$	13,289
Engineering and Construction			2,418				6	%			10,392				15	%			(7,974	)
Total		$	40,748				15	%		$	35,433				16	%		$	5,315

Our gross profit for the year ended December 31, 2009 increased 15% to $40.7 million as compared to $35.4 million for the year ended December 31, 2008. Our gross profit as a percentage of revenue was approximately 15% for the year ended December 31, 2009, as compared to 16% for the year ended December 31, 2008.

For the fulfillment segment, gross profit decreased from 17% for the year ended December 31, 2008 to 16% for the year ended December 31, 2009 primarily reflecting the costs incurred in starting up new cable fulfillment operations.

For the engineering and construction segment, gross profit decreased from 15% for the year ended December 31, 2008 to 6% for the year ended December 31, 2009 reflecting the impact of the unexpected revenue decline from one of our telecommunications customers.

Selling, General and Administrative Expenses

SG&A expenses for the year ended December 31, 2009 were $26.9 million as compared to $20.9 million for the year ended December 31, 2008. This represents an overall increase of $6.0 million or 29%. SG&A expenses included non-cash charges for stock compensation expenses of $1.7 million and $1.3 million for the years ended December 31, 2009 and 2008, respectively.

The increase in SG&A expense primarily reflects the added cost to support the revenue growth from $215.8 million in 2008 to $278.1 million in 2009, as well as the full year effect of certain administrative staff additions, transaction and integration costs associated with the 2008 acquisitions completed by us. As a percentage of revenue, SG&A expense was constant at 9% of revenue for the year ended December 31, 2008 and 9% in 2009 when excluding the non-cash stock compensation costs.

Asset Impairment

We performed our required annual goodwill impairment test as of October 3, 2009 and determined that the carrying value of the telecommunications reporting unit exceeded its fair value and was therefore impaired. We also completed an impairment test of our long-lived assets at that date. The results of the impairment testing caused us to recognize a non-cash asset impairment charge of $38.4 million.

Depreciation and Amortization

Depreciation expense, including amortization of assets under capital leases, was approximately $6.8 million and $4.2 million for the years ended December 31, 2009 and 2008, respectively.

Amortization of intangible assets acquired as a result of acquisitions resulted in amortization expense of approximately $20.7 million and $19.6 million for the years ended December 31, 2009 and 2008, respectively. Amortization of customer contracts and employee non-compete agreements are being amortized over a useful life of 15 to 60 months on a straight line basis.

Interest Expense

We recognized $18.8 million in net interest expense during the year ended December 31, 2009 as compared to $16.0 million for the year ended December 31, 2008. The increase of $2.8 million was primarily due to the higher debt level from the 2008 and 2009 acquisitions and higher interest rate resulting from 2009 amendments to the debt agreements.

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We recognized $2.2 million and $1.7 million in amortization of deferred financing fees for the years ended December 31, 2009 and 2008, respectively for fees incurred from the original issuance and subsequent amendments to existing debt agreements.

Income Taxes

We recorded an income tax benefit of $4.7 million for the year ended December 31, 2009 and an income tax expense of $4.5 million for the year ended December 31, 2008. The effective income tax rate for the year ended December 31, 2009 was 7%. The tax benefit for the year ended December 31, 2009 is created primarily by the asset impairment. Overall, Holdings had approximately $33.4 million of deferred tax assets as of December 31, 2009 that were offset by a valuation allowance as the Company has not yet achieved profitable operations to utilize the deferred tax assets.

Liquidity and Capital Resources

At July 3, 2010, we had consolidated current assets of approximately $84.4 million, including cash and cash equivalents of approximately $2.0 million. Historically, we have funded our operations primarily through operating cash flow and borrowings under loan arrangements. Our primary liquidity needs are for working capital, debt service, insurance collateral in the form of cash and letters of credit and capital expenditures. In the past we have also used our capital resources to fund our growth through strategic mergers and acquisitions. The principal use of cash during the six months ended July 3, 2010 was to fund the Merger and for working capital purposes.

We believe that our cash, cash equivalents and availability under our existing Revolving Credit Facility will be sufficient to meet our anticipated cash requirements for at least the next 12 months. If our available cash and cash equivalents are insufficient to satisfy our liquidity requirements, we may seek to sell additional equity or debt securities or obtain an additional credit facility. The sale of additional equity and debt securities may result in additional dilution to our stockholders. If we raise additional funds through the issuance of debt securities or preferred stock, these securities could have rights senior to those of our common stock and could contain covenants that would restrict our operations. We may require additional capital beyond our currently forecast amounts. Any such required additional capital may not be available on reasonable terms, if at all. If we are unable to obtain additional financing, we may be required to reduce the scope of, delay or eliminate some or all of our planned development and operations, which could harm our business.

Below is a summary of our debt agreements that is relevant to an understanding of our liquidity and capital resources:

First Lien Credit Agreement and Second Lien Credit Agreement

General

On September 27, 2007, UniTek Acquisition, Inc., or Acquisition, entered into (1) the First Lien Credit Agreement, by and among Acquisition, UniTek Midco, Inc., or Midco, certain subsidiaries of Acquisition as guarantors, the initial lenders, Royal Bank of Canada, as administrative agent and collateral agent for the lenders and RBC Capital Markets, as lead arranger and book-runner and (2) the Second Lien Credit Agreement, by and among Acquisition, Midco, certain subsidiaries of Acquisition as guarantors, the initial lenders, Royal Bank of Canada, as administrative agent and collateral agent for the lenders and RBC Capital Markets, as lead arranger and book-runner.

Availability and Term

The credit facilities under the First Lien Credit Agreement are (1) the Term B Credit Facility, (2) the Term C Credit Facility and (3) the Revolving Credit Facility, with a portion of such Revolving Credit Facility available as a swing line facility and a portion available as a letter of credit facility. The Term B Credit Facility and the Revolving Credit Facility, including the swing line loan facility and the letter of credit facility, mature on September 27, 2012. The Term C Credit Facility matures on the earlier of (1) three months after the maturity date of the Term B Credit Facility and (2) December 31, 2013. As of July 3, 2010, the Term B Credit Facility and the Term C Credit Facility are fully drawn at $91.8 million, and approximately $18.0 million of principal is outstanding under the Revolving Credit Facility.

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The credit facility under the Second Lien Credit Agreement is a $25.0 million second lien term loan facility. As of July 3, 2010, the Second Lien Credit Agreement is fully drawn. The Second Lien Credit Agreement matures on the earlier of (1) three months after the maturity date of the Term B Credit Facility and (2) December 31, 2013.

Interest Rate and Fees

The Term B Credit Facility currently bears interest at a rate per annum equal to 5.50% for base rate advances and 6.50% of Eurodollar advances (subject to 2.50% floor) provided that the applicable margin shall be increased for each period in which the leverage ratio is greater than 3.00:1.00 to 6.25% per annum for base rate advances and 7.25% per annum for Eurodollar rate advances (subject to 2.50% floor). The Term C Credit Facility currently bears interest at a rate of 16.50% on $8.0 million of the debt and 13.08% on the remaining $11.5 million of the debt. The Second Lien Credit Facility currently bears interest at a rate per annum equal to the greater of (1) 15.75% and (2) the Eurodollar rate plus a margin of 7.25%. The Revolving Credit Facility interest rate margin is 5.00% for base rate advances and 6.00% of Eurodollar advances (subject to 2.50% floor) provided that the applicable margin for the Revolving Credit Facility shall be increased for periods in which the Leverage Ratio is greater than 3.00:1.00 to 5.75% per annum for base rate advances and 6.75% per annum for Eurodollar rate advances (subject to 2.50% floor).

Guaranties and Security

The obligations under the First Lien Credit Agreement are guaranteed by Midco and certain subsidiaries of Midco (collectively, the “Guarantors”) and are secured by a first priority lien on substantially all of the assets and property of the Company and the Guarantors, including a pledge of all equity interests in Acquisition and the Guarantors, other than Midco.

The obligations under the Second Lien Credit Agreement are guaranteed by the Guarantors and are secured by a second priority lien on substantially all of the assets and property of the Company and the Guarantors, including a pledge of all equity interests in Acquisition and the Guarantors, other than Midco.

The First Lien Credit Agreement and the Second Lien Credit Agreement contain representations and warranties and affirmative and negative covenants that are customary for debt facilities of this type. In addition, the First Lien Credit Agreement contains certain financial covenants, including, among other things, a maximum total leverage ratio, a maximum first lien leverage ratio, a minimum fixed charge coverage ratio, a minimum interest coverage ratio and minimum liquidity requirements. The Second Lien Credit Agreement also contains total leverage ratio, maximum fixed charge coverage ratio and minimum interest coverage ratio covenants, although in some cases the covenants contained in the First Lien Credit Agreement are more restrictive.

The First Lien Credit Agreement and the Second Lien Credit Agreement also include events of default that are customary for debt facilities of this type, subject to significant threshold amounts and cure periods. These events of default include, among other things, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to certain indebtedness and bankruptcy.

On July 16, 2010, we amended our existing Term B Credit Facility to provide a Third Incremental Term B Facility of up to $20.0 million. Upon closing of the amendment, $15.0 million of the facility was made available to us. The additional $5.0 million of the facility shall be available to us as early as November upon the achievement of certain EBITDA levels and covenant compliance as defined in the amendment. The proceeds were used to reduce the existing balance on the Revolving Credit Facility to support future working capital needs. The Third Incremental Term B Facility currently bears interest at the same rate as the prior Term B facility. Pursuant to the terms of the amendment, the lenders under the Third Incremental Term B Facility received warrants to purchase an aggregate of 3.0 million shares of our common stock. The warrants have an exercise price of $0.01 per share, vested 25% upon issuance, and the remaining warrants vest ratably through September 1, 2012. The warrants contain a cashless exercise provision and provide for anti-dilution adjustments in the case of reclassifications, consolidations, mergers or sales that impact our common stock.

Letter of Credit Transaction

On March 31, 2010, we entered into the LOC Facility, via the Amendment, by and among Acquisition, Midco, certain subsidiaries of Acquisition as guarantors, the initial lenders under the LOC Facility, and Royal

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Bank of Canada, as administrative agent and collateral agent for the lenders. The Amendment establishes the “Incremental Tranche” added to the credit facilities established by the First Lien Credit Agreement. The full amount of Incremental Tranche is solely available to Acquisition for the issuance of letters of credit in support of Acquisition’s obligations under certain insurance policies and other general corporate purposes. The LOC Facility charges a 1.3333% per month cash fee payable on issued but unfunded letters of credit and a 1.0% per annum cash fee on the daily average unfunded amount of the LOC Facility. Funded letters of credit will carry an interest rate of LIBOR plus 6.75% per annum with a 2.5% LIBOR floor. As of July 3, 2010, there were $6.0 million in letters of credit issued under the LOC Facility.

Loan Authorization Agreement

Holdings entered into the Loan Authorization Agreement among Holdings and BMO. The Loan Authorization Agreement established the Holdings Revolving Facility and is evidenced by a demand note. The Holdings Revolving Facility is payable and matures on demand of BMO and any loans outstanding after BMO’s demand for repayment shall bear interest until paid of 2% per annum above the rate otherwise payable on such loans. Further, in the event of delayed payment of loans after BMO’s demand for repayment, BMO has the right at any time to set off the balance of any deposit account that the Company maintains with BMO against any amounts owing under the Holdings Revolving Facility.

As of July 3, 2010, approximately $25.0 million of principal plus approximately $4.7 million in interest (calculated at a per annum rate of 7.25%) is outstanding under the Holdings Revolving Facility. The maximum amount that the Company may borrow under the Holdings Revolving Facility is $35,000,000.

BMO has the right to terminate the Holdings Revolving Facility at any time upon demand regardless of whether the Company is in compliance with the terms of the Holdings Revolving Facility and the Loan Authorization Agreement. The Company may terminate the Holdings Revolving Facility with 30 days written notice to BMO, and intends to do so upon the repayment in full of the Holdings Revolving Facility with the proceeds from this offering.

Credit Support Agreement

In connection with the Merger, Berliner and UniTek entered into the Credit Support Agreement with Sector Performance Fund, LP and SPF SBS LP, who are affiliates of HM Capital Partners LLC, whereby Berliner and UniTek will pay Sector Performance Fund, LP and SPF SBS LP a credit support fee in exchange for the continued guaranty of UniTek’s performance under it’s the Holdings Revolving Facility. The credit support fee is equal to 6% (or the maximum contract rate of interest permitted by law if less than 6%) on the aggregate of the outstanding principal amount and interest payable under the Holdings Revolving Facility. The credit support fee will be paid quarterly in arrears in cash, or, at the option of the Company (and for so long as the Special Committee exists, with the consent of the Special Committee), in shares of Series B Preferred which will be issued quarterly; provided, that if the First Lien Credit Agreement or the Second Lien Credit Agreement do not permit the payment of the credit support fee in cash, then such fee will be paid in shares of Series B Preferred.

If either Sector Performance Fund, LP or SPF SBS LP is required to perform its obligations under the guaranty, the Company will enter into a loan facility with Sector Performance Fund, LP and SPF SBS LP on substantially the same terms as the Holdings Revolving Facility. The principal amount of the facility will equal the amount of the guaranty funded by the Sector Performance Fund, LP or SPF SBS LP and the interest rate will be equal to 8% (or the maximum contract rate of interest permitted by law if less than 8%), plus the rate previously applicable to the Holdings Revolving Facility. The interest payable under the facility will be paid in arrears in cash, or, at the option of the Company (and for so long as the Special Committee exists, with the consent of the Special Committee), in shares of Series B Preferred which will be issued quarterly; provided, that if the First Lien Credit Agreement or the Second Lien Credit Agreement do not permit the payment of such interest in cash, then such interest will be paid in shares of Series B Preferred. During the nine-month period following the establishment of the facility, the Company must use commercially reasonable efforts to repay the principal amount and interest payable under the facility. Any principal or interest payable under the facility not repaid on or before the end of such nine-month period will automatically convert into shares of Series B Preferred.

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Following repayment in full of the Holdings Revolving Facility with proceeds from this offering, the Company intends to terminate the Credit Support Agreement.

Summary of Cash Flows

The following table summarizes our cash flows for the six months ended July 3, 2010 and July 4, 2009:

		For the Six Months Ended
(in thousands)		July 3, 2010				July 4, 2009
Net cash used in operating activities		$	(3,207	)		$	(5,543	)
Net cash used in investing activities		$	(1,589	)		$	(2,040	)
Net cash provided by financing activities		$	4,638			$	3,729

Net cash used in operating activities.

Net cash used in operating activities for the six months ended July 3, 2010 and July 4, 2009 was approximately $3.2 million and $5.5 million, respectively. During the six months ended July 3, 2010, cash flow used in operating activities primarily resulted from an increase in our working capital due to the addition of Berliner and increase in our revenues. Accounts receivable increased by approximately $15.4 million and accounts payable and accrued expenses increased by approximately $7.7 million due to increased revenue during the six months ended July 3, 2010. For the six months ended July 4, 2010, cash used in operating activities from discontinued operations was approximately $0.4 million.

For the six months ended July 4, 2009, our accounts receivable increased by $10.1 million, offset by an increase in accounts payable and accrued expenses of $3.8 million. For the six months ended July 4, 2009, cash provided by discontinued operations was approximately $1.3 million.

Net cash used in investing activities.

Net cash used in investing activities for the six months ended July 3, 2010 and July 4, 2009 was approximately $1.6 million and $2.0 million, respectively. Cash used for the purchase of fixed assets was $1.8 million and $1.4 million for the six months ended July 3, 2010 and July 4, 2009, respectively. We received $0.1 million and $0.3 million in cash proceeds from the sale of property and equipment during the six months ended July 3, 2010 and July 4, 2009, respectively. During the six months ended July 4, 2009, we also used approximately $0.9 million of cash for the acquisition of businesses.

Net cash provided by financing activities.

Net cash provided by financing activities for the six months ended July 3, 2010 and July 4, 2009 was approximately $4.6 million and $3.7 million, respectively. During the six months ended July 3, 2010, net cash provided by financing activities consisted primarily of $12.5 million from issuance of preferred stock. As part of the Merger, existing Berliner debt of $7.2 million was repaid and $2.0 million was repaid on the Term B Credit Facility. During the six months ended July 3, 2010, we also borrowed $6.5 million from the Revolving Credit Facility. Cash used for the repayment of our capital leases and long-term debt for the six months ended July 3, 2010 was $3.9 million, excluding the payment made in conjunction with the Merger. During the six months ended July 3, 2010, we also used $1.6 million of cash for deferred financing fees related to our term debt and revolving credit facilities.

During the six months ended July 4, 2009, net cash provided by financing activities consisted primarily of borrowing $6.5 million under our Revolving Credit Facility, offset by $1.4 million in repayments of our long-term debt and capital leases. During the six months ended July 4, 2009, we also used $1.5 million of cash for deferred financing fees related to our term debt and revolving credit facilities.

Off-Balance Sheet Arrangements

We provide letters of credit to secure our obligations primarily related to our insurance arrangements. Total letters of credit issued as of August 28, 2010 was $7.3 million.

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Effect of Inflation

We do not believe that our businesses are impacted by inflation to a significantly different extent than the general economy. However, there can be no assurance that inflation will not have a material effect on the operations in the future.

Our ability to satisfy our current obligations is dependent upon our cash on hand, borrowings under our credit facilities, and the operations of our subsidiaries. Our current obligations consist primarily of capital expenditures, debt service and funding working capital. In the event we are not able to generate positive cash flow in the future, or if we incur unanticipated expenses for operations and are unable to acquire additional capital or financing, we will likely have to reassess our strategic direction, make significant changes to our business operations and substantially reduce our expenses until such time as we achieve positive cash flow. The cancellation and/or deferral of a number of projects from our largest customers may have a material impact on our ability to generate sufficient cash flow in future periods.

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BUSINESS

Overview

We are a leading full-service provider of permanently outsourced infrastructure services, offering an end-to-end suite of technical services to the wireless and wireline telecommunications, satellite television and broadband cable industries in the United States and Canada. Our services include:

Our clients, which are primarily large telecommunications, satellite television and cable companies, utilize our services to build and maintain their infrastructure and networks, and to provide residential and commercial fulfillment services. These services are critical to our clients’ ability to deliver voice, video and data services to their end users. As of October 2, 2010, we had a three-year backlog of approximately $913.1 million, and the majority of our services are performed under long-term master service agreements.

Our operating philosophy promotes a culture of visibility and accountability and is focused on using real-time metrics to achieve efficiencies and surpass each customer’s performance standards. All of our business units utilize our shared services platform, which consists of accounting, administrative, fleet management, insurance, safety, legal and corporate resources at our corporate headquarters. We have developed a standardized set of technology enabled, real-time monitoring and reporting capabilities, which we refer to as PROS. We rely on PROS to provide detailed, real-time reports on various performance metrics. We believe this enables management to respond rapidly to optimize operational performance, as well as drive customer service and quality levels. For instance, PROS not only allows us to monitor our technician’s fuel consumption, location and driving speeds through seamless GPS integration, but also allows the scheduling and mobilization of assets which are deployed to a customer’s home. This real-time management of technicians, inventory and assets enables operational efficiency while giving the customer flexibility in planning their day, effectively enhancing our level of customer service. By maintaining a centralized, technology-enabled shared services function, we believe we can better manage our business, control costs, and apply universal financial and operational controls and procedures. Our shared services platform has been engineered to be highly scalable, and we believe that it can support a large increase in business without significant modifications.

Our strategy has enabled us to grow and scale our business units across a diversified set of customers, geographies and end markets by executing to the highest performance standards. We intend to leverage our outstanding performance, commitment to technology and shared service platform to grow our revenue and profitability.

As of October 2, 2010, our operations included approximately 102 field offices and a workforce of approximately 5,200, of whom approximately 3,400 are full-time employees.

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We report our results in two segments: Fulfillment and Engineering & Construction. These reportable segments are based on the services we provide and the industries we serve. Our Fulfillment segment primarily serves the satellite television and broadband cable industries, where we provide outsourced installation, upgrade and network management services. Revenues of the Fulfillment segment are typically recurring in nature and are primarily billed based on predetermined rates for each service performed. Our Engineering & Construction segment primarily serves the wireless and wireline telecommunications industries, where we provide engineering, design, construction and project management services. Revenues of our Engineering & Construction segment are generated under master service agreements and other contracts which are billed based on a combination of percent-of-completion, milestone achievement or predetermined rates for each service performed.

For the fiscal years 2008 and 2009, we had revenues of $215.8 million and $278.1 million, respectively, representing growth of 28.9%. For the six months ended July 4, 2009 and July 3, 2010, we had revenues of $137.9 million and $194.8 million, respectively, representing growth of 41.3%. As of October 2, 2010, our three-year backlog was approximately $913.1 million, approximately 10% of which we expect to realize in the last quarter of 2010.

On January 27, 2010, we consummated the Merger with Holdings, pursuant to which our subsidiary merged with and into UniTek and UniTek became our wholly owned subsidiary. On June 4, 2010, we changed our corporate name from Berliner Communications, Inc. to UniTek Global Services, Inc. Pro forma for the Merger, our fiscal 2009 revenues were $347.5 million.

Industry

We operate in the permanently outsourced infrastructure services industry, assisting national and international customers in the communications sector. Our customers are generally large corporations in the wireless and wireline telecommunications, satellite television and broadband cable industries in North America. The wireless, wireline, cable and satellite television industries have continually outsourced a significant portion of their fulfillment, engineering, construction and maintenance requirements in order to reduce their investment in capital equipment, provide flexibility in workforce sizing and focus on their core competencies, thereby creating a large market for permanently outsourced infrastructure service providers.

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We believe the following industry trends will increase the size of the permanently outsourced infrastructure services industry:

Faster Technology Upgrade Cycles.  The evolution of technology has become more rapid, creating demand for increasingly faster and more robust voice, video and data services. To support these next generation services, communication service providers have been investing a significant amount of capital to increase the capacity and performance of their data networks. In addition, new technologies such as Long-Term Evolution and Worldwide Interoperability for Microwave Access are being developed to support increasingly data-intensive mobile devices. At the same time, major regional and rural telecommunication companies are upgrading their networks from copper line to fiber optic line in order to enhance their ability to provide customers with bundled services that include video, voice and data. Similarly, cable and satellite television companies have been introducing new technologies, such as high-definition television, digital video recorders and video-on-demand, all of which require enhanced data transfer capabilities. Providers of these services have historically outsourced the design, construction and maintenance of their networks to third parties in order to minimize their fixed costs and number of employees. As these providers roll-out new technologies and capabilities, we believe the demand for permanently outsourced infrastructure services will increase.

In addition, state and local governments have started to push for technology upgrades and enhanced services. In February 2009, the ARRA was passed, and local governments, municipalities and others have begun receiving funds for construction activities, many of which are directly related to our areas of expertise, such as the engineering and construction of communications networks. More than $7.0 billion of the funds to be issued under the ARRA are earmarked to build broadband facilities throughout the United States. As of May 2010, $2.3 billion had already been awarded to states to underwrite nearly 200 broadband projects across the country.

Wireless Telecommunications Industry Trends.  Use of wireless telecommunications has grown rapidly, driven by the dramatic increase in wireless telephone usage, along with strong demand for wireless internet and other data services. In the United States, CTIA estimates that as of December 2009 there were 285.6 million wireless subscriber connections, using 2.3 trillion annualized minutes. The opportunity for growth is significant, with the telecommunications industry constantly releasing upgrades and new products. According to the Cisco Visual Networking Index: Global Mobile Data Forecast, mobile subscribers used 90,000 terabytes of data in 2009, a figure that is forecasted to double every year through 2014, increasing 39 times between 2009 and 2014. This increase in data usage is driving increased mobile carrier revenue related to data usage in North America, which is expected to grow at a compounded annual growth rate of 33.4% between 2005 and 2014, according to Gartner, Inc. To support this growth, the number of cell sites increased from approximately 180,000 in 2005 to approximately 250,000 in 2009, according to the CTIA. Furthermore, CTIA estimated wireless carriers invested more than $20.0 billion upgrading their operations and expanding their networks’ coverage in 2009. The Telecommunication Industry Association forecasts the number of cell sites to increase to 438,000 in 2013, representing a compounded annual growth rate of 15.4% since 2009. These network upgrades require increased construction, maintenance and repair services, a substantial portion of which will be provided by permanently outsourced infrastructure service providers. According to iSuppli Corporation, wireless carriers are expected to spend between $38 billion and $40 billion annually through 2014 on network upgrades and service roll-outs.

In addition, the FCC has issued and we expect it will continue to issue licenses that grant access to new wireless spectrums to new and existing wireless service providers. To support these new licenses, the recipients are often required to develop and build new wireless networks. A recent example of this is LightSquared, a company funded by Harbinger Capital to develop a state-of-the-art 4G open wireless broadband network. In July 2010, LightSquared announced that it had partnered with Nokia Siemens Networks for network design, equipment manufacturing and installation and network operations and maintenance services in an agreement worth approximately $7.0 billion over eight years. We believe that a significant portion of the services to be provided under this, and similar agreements, will be outsourced to permanently outsourced infrastructure service providers.

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Satellite Industry Trends.  According to the Satellite Broadcasting & Communications Association, as of December 2009, there were approximately 32.7 million satellite television subscribers compared to 30.6 million as of December 2007. In total, the U.S. satellite television market, comprised of DIRECTV and DISH Network, spent $2.4 billion in capital expenditures in 2009 determined by the companies’ annual reports. Based on public filings of these two carriers, there were approximately 14.3 million gross subscriber additions and 12.2 million subscriber disconnections in the past two years, resulting in a net increase of 2.1 million subscribers. As digital video providers in the satellite, cable and telecommunications industries increase their competition for subscribers, we believe the number of gross subscriber additions and disconnections will continue to increase, increasing the demand for our services. In addition, as consumers continue to demand advanced services, such as high definition television, digital video recording, and video on demand, we expect that the need for our installation and fulfillment services will continue to grow. Also, satellite providers spend a significant portion of their retention marketing budgets on subscriber upgrade initiatives, which rely on our outsourced services.

Cable Industry Trends.  The NCTA estimates there were approximately 62.1 million cable subscribers in the United States in 2009, compared to 66.6 million in 2000. Over the same time period, however, residential cable video revenues have increased from $32.5 billion to $53.0 billion. Cable providers have been able to increase revenues despite a declining subscriber base by increasing higher-end services, such as high-definition video, three dimensional television digital video recorders, video-on-demand, high speed data and telephony, as evidenced by the following.

All of these new services require higher capacity networks, which has driven increased capital expenditures. In fact, the NCTA estimates that between 2000 and 2009, the cable industry spent over $131.0 billion on infrastructure investments. In addition, as a result of these new technologies evolving more rapidly, cable providers’ infrastructure investments have been increasing, with $14.4 billion being invested in 2009 compared to $10.1 billion being invested in 2004. A significant portion of these investments represent permanently outsourced infrastructure services, such as design, construction, maintenance and repair services.

Continued Convergence of Services.  Over the past several years, there has been increased convergence of services driven by the proliferation of 3G networks and the beginning roll-out of 4G networks. The communications industry is facing rising demand for current and future services. Providers are reporting that data traffic, including Web access, video messaging and other services, has begun to outpace voice traffic. The Cisco Visual Networking Index: Global Mobile Data Forecast Update notes that the average smartphone user generates 10 times the amount of traffic generated by the average non-smartphone user. Furthermore, Cisco estimates that mobile data traffic will increase 39 times between 2009 and 2014. In order to support all these data services, there is, and will continue to be, a need to increase the backhaul capacity. Backhaul refers to the transfer of voice, video or data from a site, such as a cellular tower, to the network backbone, which is the primary network supporting the internet and other communications. As the number of wireless and other remote communication sites continues to grow rapidly, the need for constructing robust backhaul capabilities will grow. Backhaul traffic can flow over microwave, fiber, cable, or other technologies, and our broad expertise in installing and designing effective backhaul delivery methods in all available technologies is a significant resource for our customers and a competitive advantage for us. Based on public filings, AT&T and

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Verizon spent approximately $20 billion on wireline capital expenditures in 2009, and according to Infonetics Research, mobile backhaul spending rose 21% to $7.2 billion in 2009 and is expected to rise 44% by 2014 to $10.4 billion. The demand for backhaul links will continue to increase with the convergence of services. In addition, we believe that downstream demand from other communications providers, such as internet service providers, satellite operators and telecommunication resellers, who utilize backhaul infrastructure to provide their services, will continue to increase. As demand for these services increase, communication companies will need to invest capital to improve their networks to accommodate the demand for increased capacity, which will in turn increase the demand for permanently outsourced infrastructure services.

In addition, we believe there will be continued growth in the wired broadband industry. In 2009, according to International Data Corporation, more than 4.4 million new subscribers registered for broadband service. The growing availability of broadband combined with consumer demand for fast and seamless internet service are expected to serve as catalysts to further subscriber growth. To meet subscriber growth, telecommunications operators have begun to deploy “fiber-to-the-home.” IDC forecasts that U.S. consumer fiber-to-the-home broadband subscribers will grow from approximately 4.3 million in 2009 to 13.8 million in 2014, representing a compounded annual growth rate of 26.4%.

Services

UniTek is a leading, full service provider of permanently outsourced infrastructure services. We deliver a broad range of specialized services to our customers, including network engineering and design, construction and project management, installation and fulfillment, and wireless services.

Network Engineering and Design.  We are a provider of engineering and design services to the industries we serve for underground plant construction, aerial infrastructure and multi-dwelling content delivery. We have a suite of network permit, design and engineering operations that facilitate the construction of fiber cable placement and splicing from the user’s premises through to the service providers distribution center. We also work with municipalities to expedite the engineering and permitting processes, supporting our industry leading delivery of installation and construction services.

Construction and Project Management.  We are a full-service provider to the cable and wireline telecommunication industries of project management and construction services, including systems engineering, aerial and underground construction and project management. We offer 24-hours-a-day, 7-days-a-week and 365-days-a-year maintenance and upgrade support to our customers. Our comprehensive service offerings include the regular maintenance of our customers’ distribution facilities and networks as well as emergency services for accidents or storm damage. Our upgrade work ranges from routine replacements and upgrades to major network overhauls.

Wireless Telecommunications Infrastructure Services.  We provide outsourced project management, construction and infrastructure services to wireless telecommunication companies nationwide. Our core activities include communications infrastructure equipment construction and installation, radio frequency and network design and engineering, radio transmission base station installation and modification, and in-building network design, engineering and construction. Additionally, we provide site acquisition services where we act as an intermediary between our clients and property owners and facilitate the wireless site preparation process from selection through construction. In order to build and expand networks, telecommunications companies require locations that have direct access to highways and roads to mount their antennae and equipment. We identify appropriate properties, negotiate the transactions and handle the administrative details facilitating the eventual construction or augmentation of a wireless communication equipment site. Our accumulated knowledge and relationships assist in the planning and installation of the telecommunication facilities while expediting the acquisition of necessary permits, entitlements and approvals that are required by various municipalities.

Installation and Fulfillment Services.  We are a full-service provider of residential and commercial installation services to the satellite television, and broadband cable industries. We provide regional fulfillment services including warehousing/logistics, call centers, inventory management, customer service compliance, fleet management and risk and safety competencies. UniTek has developed innovative, leading-edge technologies and processes to help manage the daily operations and improve upon existing work processes. In many of our markets, we are the exclusive provider of customer installation, upgrade and disconnect services.

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In addition, the majority of our installation and fulfillment services are performed under long-term master service agreements which are typically highly predictable and recurring in nature.

Competitive Strengths

Our competitive strength is based on our focus on operational excellence in the field, which is driven by our shared services platform and our commitment to technology.

Operational Execution.  Our operating philosophy promotes a culture of visibility and accountability focused on using real-time metrics to achieve efficiencies and surpass each customer’s performance standards. In an industry where substantial operational complexity exists, including thousands of daily service visits, millions of dollars of equipment procured and installed every month, and over ten thousand calls daily into call centers, our operational approach, including PROS, has allowed us to achieve what we believe is superior operating performance. Combined with our shared services platform, PROS enhances our operational execution by creating real-time accountability through the rapid detection and correction of operational issues that could potentially impact performance, productivity and profitability. Our solution provides management and field personnel instantaneous operating and financial reports focused on “event management” parameters and metrics that promulgate prompt, corrective actions. In comparison to industry standards, in which infrequent and minimally analyzed reviews and reports are common, we capitalize on our shared services model and PROS technology to ensure frequent, regular and meticulously reviewed reports which result in cost minimization, increased worker productivity and efficient business practices. Our performance-oriented culture is further enhanced by our management development program at UniTek University and our adaptation of modern technologies. We believe that together with the scalability of our shared services platform and our ability to seamlessly integrate strategic acquisitions, our culture presents a substantial barrier to entry for competitors in the future. These systems have facilitated our entry into three new markets and successful integration of nine acquisitions since our inception in 2004. We believe that our high quality operational procedures create high customer satisfaction and comprehensive employee accountability, setting the foundation for continuous expansion and growth.

Single Source Service Provider.  As the communications market continues to evolve due to high bandwidth-driven applications, the once disparate wireline and wireless industry segments will continue to converge into a ubiquitous technology landscape. As a result, these industry segments will need service providers who can bridge these two merging technologies. We intend to leverage our wireline and wireless turn-key services to capitalize on our customers’ capital spend. We believe that our ability to leverage our expertise in many communications technologies provides us with a competitive advantage as our customers have build out plans that require this expertise as their services converge.

Large Footprint and Strong Customer Relationships.  We have been in business for over 20 years and have achieved significant scale and strong customer relationships in each of the industries in which we compete. As of August 28, 2010, our network includes 102 locations and a workforce of approximately 5,200 across the United States and Canada. From 2007 to 2010, we have grown from five customers in two industries to over 100 customers in four industries. Our primary customer base consists of blue-chip, Fortune 200 companies in the media and telecommunications industry, including such customers as DIRECTV, AT&T, Clearwire Communications, Ericsson, Sprint, T-Mobile, Comcast, Cox Communications, Verizon Communications, Charter Communications and Time Warner Cable. We also serve significant Canadian customers, such as Rogers Cable and Cogeco Cable. We believe our experience, technical expertise, geographic reach and size are important to our customers and allow us to effectively bid for large-scale contracts.

Reputation for Reliable Customer Service and Technical Expertise.  We believe that the strength of our customer relationships is a direct result of our leading customer service and technical expertise. Central to this is PROS, which creates real-time visibility and accountability, detects and corrects operational issues, allows multiple levels of employees to interact, leverages centralized shared services, and allows efficient monitoring and management of operations. In addition, we further differentiate ourselves from our competitors through our ability to rapidly integrate various technologies into our business, including GPS in our fleet, handheld devices to streamline technician work order closure and inventory consumption, and iPhone deployment to document quality and safety observations. We believe our reputation for excellent quality, customer service

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and technical expertise gives us an advantage in competing for new contracts as well as in maintaining and extending our current customer relationships.

Experienced Management Team.  Our management team, which includes our chief executive officer, chairman, chief financial officer and divisional leaders, plays a significant role in establishing and maintaining long-term relationships with our customers, supporting the growth of our business and managing the financial aspects of our operations. Our management team possesses significant industry experience and contains a deep understanding of our customers and their performance requirements. Generally, the management and key employees of our recently acquired companies continue to work for us under performance-aligned long-term employment or services agreements.

Strategy

The key elements of our business strategy are:

Execute on Existing Backlog.  As of October 2, 2010, our three-year backlog was approximately $913.1 million. We intend to work closely with our customers to ensure we execute on our already signed contracts at a performance level that exceeds our customers’ service requirements. In addition, we are dedicated to utilizing our shared services platform to ensure that we execute this existing backlog in a highly profitable manner.

Expand and Diversify our Backlog.  We are focused on growing and diversifying our backlog through increasing our relationships with existing customers and building relationships with new customers. We offer our customers a full range of outsourced infrastructure services, including specialized engineering and design services, construction management services, broadband network and wireless infrastructure construction, repair and maintenance, and comprehensive residential and commercial installation and fulfillment services. In many cases, our customers only utilize a portion of the potential services that we can provide. We will continue to utilize our reputation for quality and service together with our differentiated technological capabilities to win new contracts from our existing and new customers. In addition, we will selectively enter new markets, either internally or through strategic acquisitions. Potential new industries include power and utilities, water and sewer infrastructure and government security. According to IBISWorld estimates for 2010, these industries represent large capital expenditure market opportunities of $82.2 billion, $33.7 billion, and $6.5 billion respectively.

Increase Efficiency through Continued Development of our Technology.  PROS is a highly customized, web-based real-time reporting tool that enables us to have rapid insight into our business. In addition, we capture data generated in the field by our technicians and analyze trends in performance, safety, training and service delivery to maximize our operational efficiency across our product and service offerings. We plan to continue to develop our technology in an effort to ensure we have the capabilities needed to effectively and profitably manage our operations.

Pursue Selective Acquisitions.  We selectively pursue strategic acquisitions that complement our existing business through (i) diversifying our service offerings, customers, end markets and geographies, (ii) adding experienced managers to the UniTek’s management team and (iii) strengthening our financial profile. We believe that attractive acquisition candidates exist as a result of the highly fragmented nature of our industry, the inability of many smaller competitors to expand and modernize due to capital constraints and the desire of owners of acquisitions candidates for liquidity. We believe that our platform and experienced management team will be attractive to acquisition candidates.

Customers

Our current customers include leading media and telecommunication companies such as DIRECTV, AT&T, Clearwire Communications, Ericsson, Sprint, T-Mobile, Comcast, Cox Communications, Verizon Communications, Charter Communications and Time Warner Cable. We also serve significant Canadian customers, such as Rogers Cable and Cogeco Cable.

During the year ended December 31, 2009, our four largest customers as a percentage of total revenue were DIRECTV (64%), Comcast (13%), Verizon Communications (8%) and Rogers Cable (5%). During the six months ended July 3, 2010, our four largest customers as a percentage of total revenue were DIRECTV (46%), Comcast (14%), Verizon Communications (9%) and Clearwire Communications (7%).

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Backlog

Our three-year backlog was approximately $913.1 million as of October 2, 2010 and $705.2 million as of October 3, 2009, on a pro forma basis factoring in the Merger. We expect to realize $94.9 million, or 10%, in the remainder of fiscal 2010 and $363.7 million, or 40%, in 2011. Approximately $686.0 million, or 75%, of our backlog at October 2, 2010 was composed of services to be performed under existing master service agreements and long term contracts, as well as in accordance with historical trends in renewals of agreements and contracts. The remainder of the backlog consists of existing fixed price contracts and recent awards.

Sales and Marketing

The majority of our work is awarded from new and existing customers. This work is awarded to us directly or we are provided with opportunities to bid on new projects based upon our competencies and performance. We typically enter into contracts with these customers that range from one to three years. We market our services through our individual business unit’s name and service mark. We do this in order to maximize the branding and name recognition of each business in their respective industries.

We employ a sales and marketing team who respond to new opportunities as they are identified. We internally process customer requests for proposals as procured by our Business Development Team. Through our proprietary systems, we track opportunities and respond based upon our resources, strict financial criteria and overall strategic objectives of the Company.

Safety and Risk Management

Our company culture requires safe work habits from all employees. We require our employees to participate in internal training and service programs relevant to their employment and to complete any training programs required by law. We evaluate employees in part based upon their safety records and the safety records of the employees they supervise. We have established a company-wide safety program to share best practices and to monitor and improve compliance with safety procedures and regulations. The risk management group reviews accidents and claims for our operations, examine trends and implement changes in procedures to address safety issues.

Major Suppliers and Vendors

Under many of our contracts, our customers supply the necessary equipment for installation. We provide necessary ancillary materials. Under certain of our contracts, we acquire materials from third parties and have not experienced any significant difficulty in obtaining an adequate supply. We are not reliant on any individual vendor to supply a significant portion of our equipment or materials.

We occasionally utilize independent contractors to supplement our in-house workforce and manage seasonal workflow. Our independent contractors are typically small business entities that provide their own vehicles, tools and insurance coverage. We are not reliant on any individual source for a significant portion of our outsourced labor.

Seasonality

Our revenues and results of operations can be subject to seasonal and other variations. These variations are influenced by weather, customer spending patterns, bidding seasons, project schedules and timing and holidays. Typically, our revenues are highest during the third quarter due to television viewing habits and favorable weather patterns. While inclement weather can negatively impact our results, it also represents an opportunity to perform emergency restoration services.

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Competition

Our industry is highly competitive and highly fragmented. We often compete with a number of companies in markets where we operate, ranging from small local independent companies to large national firms. We also face competition from the in-house service organizations of our existing and prospective customers, including telecommunications, cable television and engineering companies, which employ personnel who perform some of the same types of services as those provided by us.

We compete with Dycom Industries, Inc., MasTec, Inc., Quanta Services, Inc., Volt Telecom and other providers of permanently outsourced infrastructure services. In addition, in certain end markets, we compete with general engineering, procurement and construction firms focused on project management such as Bechtel Group., Inc., Black & Veatch Corp., and Parsons Corp. We compete based upon our industry experience, technical expertise, financial and operational resources, nationwide presence, industry reputation and customer service. While we believe our customers consider a number of factors when selecting a service provider, most of their work is awarded through a bid process. We believe that we compete favorably with our competitors on the basis of these factors.

Regulation

Our operations are subject to various federal, state, local and international laws and regulations including:

We believe that we have all the licenses required to conduct our operations and that we are in substantial compliance with applicable regulatory requirements. Our failure to comply with applicable regulations could result in substantial fines or revocation of our operating licenses.

Litigation

We are subject to various litigation claims that occur in the ordinary course of business, which we believe, even if decided adversely to us, would not have a material adverse effect on our business, financial condition and results of operations.

In addition, we are subject to the following claims. We do not believe that any of these claims has merit, intend to defend all these cases vigorously, and believe that even if decided adversely to us, these cases would not have a material adverse effect on our business, financial condition and results of operations.

Gerald Farmer, et al. v. DirectSat USA, LLC

On June 11, 2008, three named plaintiffs, who were formerly employed as technicians by DirectSat USA, LLC, a UniTek subsidiary, filed a claim in the United States District Court for the Northern District of Illinois, alleging violations of the Illinois wage and hour laws and the Fair Labor Standards Act, or FLSA.

These allegations related to the payment of overtime. The plaintiffs have sought and have been granted class certification for the state law claims.

On February 9, 2010, plaintiffs’ counsel filed a companion case, Lashon Jacks v. DirectSat et al., in the Cook County, Illinois Circuit Court, seeking to expand the class in the Farmer case to include all technicians in Illinois that worked with DirectSat after June 10, 2008.

Monroe et al. v. FTS USA, LLC and UniTek USA, LLC

On February 15, 2008, plaintiffs, former employees of FTS USA, a UniTek subsidiary, filed a class action in the United States District Court for the Western District of Tennessee, alleging violations of the FLSA related to overtime payments. Conditional class certification was granted.

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Aaron Espenscheid, et al. v. DirectSat USA, LLC

On October 12, 2009, a named plaintiff, who was formerly employed as a technician by DirectSat, filed a claim in the United States District Court for the Western District of Wisconsin, alleging violations of the FLSA and Wisconsin wage and hour laws.

These allegations related to the payment of overtime. On February 3, 2010, the named plaintiffs, joined by two other former technicians at DirectSat, filed an Amended Complaint re-alleging the previous overtime-related FLSA and state law claims, and adding new overtime-related claims under Minnesota and Pennsylvania wage and hour laws.

The plaintiffs have sought and have been granted conditional collective certification for the FLSA claims, but class certification is still pending as to the state law claims.

Employees

As of October 2, 2010, we had a workforce of approximately 5,200. The number of our workforce varies according to the level of our work in progress. We maintain a nucleus of technical and managerial personnel to supervise all projects and add employees as needed to complete specific projects.

We attract and retain employees by offering technical training opportunities, bonus opportunities, equity compensation plan, competitive salaries and a comprehensive benefits package. We believe that our focus on training and career development helps us to attract and retain quality employees. Our employees participate in ongoing educational programs, many of which are internally developed, to enhance their technical and management skills through classroom and field training. We provide opportunities for promotion and mobility within our organization that we also believe helps us to retain our employees.

Properties

As of October 2, 2010, we had one material lease agreement for our headquarters at 1777 Sentry Parkway West, Suite 302, Blue Bell, Pennsylvania 19422. This location has 21,233 square feet of office space. We lease other locations throughout the United States and Canada. We own 0.9 acres of property, including office and warehouse space, in Arlington, Texas. For a map of our locations, see “Business — Overview” above.

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MANAGEMENT

The following table sets forth certain information regarding our officers and directors as of the date of this prospectus.

Name		Age		Position
Peter Giacalone		50		President and Chairman of the Board
C. Scott Hisey		45		Chief Executive Officer and Director
Ronald J. Lejman		42		Chief Financial Officer
Richard B. Berliner		57		Chief Marketing Officer and Chief Executive Officer of BCI Communications, Inc and Director
Elizabeth Downey		40		Chief Administrative Officer
Scott Lochhead		39		Chief Executive Officer, Advanced Communications USA, LLC
Christopher Perkins		47		Chief Executive Officer, FTS USA
Daniel Yannantuono		37		Chief Executive Officer, DirectSAT USA
Nicholas Day(1)		41		General Counsel, Corporate Secretary
Kyle M. Hall(2)		53		General Counsel, Corporate Secretary
Peter Brodsky		39		Director
Daniel J. Hopkin		32		Director
Richard Siber		48		Director
Joseph Colonnetta		48		Director
Mark S. Dailey		52		Director
Dean MacDonald		50		Director

At present, a majority of the members of our board of directors are not independent directors, as defined under applicable rules of the NASDAQ Global Market. Our board of directors has adopted resolutions requiring that by no later than the date that is one month after the date on which our common stock is approved for listing on the NASDAQ Global Market, our board of directors shall be reconstituted such that a majority of our board of directors shall be comprised of independent directors, as so defined.

Current Directors

Class II Directors — Term to Expire at The 2010 Annual Meeting of Stockholders

Peter Giacalone, 50, has been the Chairman of our board of directors and President since January 2010. From July 2008 to January 2010, he served as the President of UniTek USA, LLC, or UniTek USA. From March 2005 to June 2008, he was the President and Chief Executive Officer of 180 Connect, Inc., a publicly traded outsourced infrastructure services provider that was acquired by UniTek and DIRECTV in 2008. He served as Executive Vice President, Customer Satisfaction for DIRECTV from February 2004 to March 2005. From 1997 until he joined DIRECTV, Mr. Giacalone served as Vice President, Finance for The News Corporation Limited, an international media and entertainment company. Mr. Giacalone has his Masters of Business Administration and Bachelor of Arts degrees from Adelphi University. Our board of directors has concluded that Mr. Giacalone should serve on the board of directors due to his significant experience in finance, business development, acquisitions and integration to UniTek.

Peter Brodsky, 39, has been a member of our board of directors since January 2010. Since 1995, Mr. Brodsky has been with HM LLC, a private equity firm, where he serves as a Managing Partner. Mr. Brodsky’s primary responsibility is deal sourcing, execution and monitoring of the HM LLC’s media investments. Mr. Brodsky also serves as a director of LIN Television (NYSE: TVL), Choice Cable TV, Canpages, and PDC Pages. Prior to joining HM LLC, Mr. Brodsky worked in the Investment Banking Division of Credit Suisse First Boston. Mr. Brodsky received his Bachelor of Arts degree from Yale University. Our board of directors has concluded that Mr. Brodsky should serve on the board of directors due to his strong corporate leadership and investment experience.

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Daniel J. Hopkin, 32, has been a member of our board of directors since January 2010. Since 2004, Mr. Hopkin has been with HM LLC, a private equity firm where he served as an associate from 2004 to 2006 and has served as a Vice President from 2007 to present. He focuses primarily on the media and food sectors. Previous to joining HM LCC, Mr. Hopkin worked in the Investment Banking Division of Morgan Stanley. He received his Bachelor of Arts degree and Masters degrees from Brigham Young University in 2002. Our board of directors has concluded that Mr. Hopkin should serve on the board of directors due to his strong financial and corporate leadership background.

Class III Directors — Term to Expire at The 2011 Annual Meeting of Stockholders

C. Scott Hisey, 45, has been our Chief Executive Officer and a member of our board of directors since January 2010. Prior to that time, Mr. Hisey was the founder and Chief Executive Officer of UniTek USA. Since UniTek’s inception in 2004, Mr. Hisey has led the Company through two private equity transactions, multiple acquisitions, and has expanded the Company to include a workforce of approximately 5,200 people across four diverse industries. Prior to founding UniTek, Mr. Hisey spent over 15 years in positions of increasing responsibility in both the cable television and satellite communications industries. Starting as a field technician, he progressively worked his way into senior management positions with larger companies. His roles included Chief Operating Officer in a private equity turnaround and President of a multi-service construction company. Mr. Hisey began his career in the United States Navy. He served as a Second Class Radioman aboard the USS Forrestal, and is an honorably discharged, disabled veteran. Mr. Hisey also serves on the board of directors of the Satellite Broadcasting Communications Association. Our board of directors has concluded that that Mr. Hisey should serve on the board of directors due to his extensive industry knowledge and executive experience gained from founding UniTek USA and working in cable television and satellite communications.

Richard Siber, 48, has been a member of our board of directors since January 2010. Mr. Siber has spent the last 25 years exclusively in the wireless industry. Currently, Mr. Siber is the President and CEO of SiberConsulting LLC, which he founded in 2004. SiberConsulting provides strategic, technical and marketing services to members within the wireless ecosystem. From January 1994 to June 2004, Mr. Siber was a partner in the Communications, Electronics, High Tech and Media and Entertainment practice at Accenture. While there, he founded the global wireless consulting practice and helped grow it to thousands of employees and hundreds of millions in revenue. While at Accenture, Mr. Siber was also deeply involved in a number of Government and Homeland Security initiatives utilizing a variety of wireless technologies. Mr. Siber has a Bachelor of Arts from Boston University, a Masters of Business Administration from the Carroll School of Management from Boston College. He also holds a certificate of special studies from Harvard University Extension School. Mr. Siber serves or has served on the boards of directors for Akos, Digit Wireless, InCode (sold to Verisign), Integrated Mobile, JumpTap, and SingleTouch Interactive (BB: SITO), as well as a number of Technology Advisory Boards and is involved with several charitable organizations. Our board of directors has concluded that Mr. Siber should serve on the board of directors due to his extensive executive leadership and industry knowledge.

Joseph Colonnetta, 48, has been a member of our board of directors since January 2010. Since 1998, Mr. Colonnetta has been with HM LLC, where he serves as a Partner. Mr. Colonnetta’s primarily responsibilities are deal sourcing and execution and monitoring of the HM LLC’s energy investments. Mr. Colonnetta serves as a director of BlackBrush Oil & Gas, TexStar Midstream Services, UniTek USA and TriDimension Energy. In November 2008, Mr. Colonnetta was appointed by Texas Governor Rick Perry to serve as a trustee of the Texas Prepaid Higher Education Tuition Board. Prior to joining HM LLC, Mr. Colonnetta was a Partner with Metropoulos and Co. Before Metropoulos, Mr. Colonnetta served in various executive officer and oversight roles in companies owned by Bass Investment Partners and Oppenheimer & Co. Mr. Colonnetta received his Bachelors of Science degree from the University of Houston. Our board of directors has concluded that Mr. Colonnetta should serve on the board of directors due to his experience as a member of the board of directors of numerous companies and broad corporate leadership experience.

Class I Directors — Term to Expire at The 2012 Annual Meeting of Stockholders

Richard B. Berliner, 57, has been a member of our board of directors since he founded our business in 1995, and now serves as our Chief Marketing Officer and the Chief Executive Officer of our wireless division, BCI Communications, Inc. From 1995 to January 2010, Mr. Berliner served as the Chief Executive Officer,

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President and Chairman of the Board of Berliner Communications, Inc., and he held the same positions at BCI Communications, Inc. since its formation in 2005. Prior to 1995, he served as Executive Vice President of Communications Development Systems and was responsible for managing sales, marketing and customer activities for construction services to wireless carriers. He has also previously held multiple senior executive positions with AAT Communications, Inc., a communications-oriented property management firm, and Drive Phone, Inc., a major distributor of wireless telephones and services. Mr. Berliner received a Bachelor of Arts degree from Rutgers University. Our board of directors concluded that Mr. Berliner should serve on the board of directors due to his comprehensive industry and leadership experience.

Mark S. Dailey, 52, has been a member of our board of directors since February 2006. Mr. Dailey is a private investor who from 1999 to 2004 held senior executive management positions including Executive Vice President, Sales and Marketing of Intralinks, Inc., a venture-funded secure document distribution company, Chief Operating Officer of LexiQuest, Inc., a technology-based company exploiting linguistics and natural language processing in developing software tools to manage, access and retrieve large Intranet document collections and Chief Operating Officer of Medcast Networks, a venture capital-backed start-up delivering comprehensive medical information to physicians. From 1986 to 1999, Mr. Dailey held various senior level positions with Bloomberg Financial Markets, a global leader in the delivery of international real-time financial information. Prior to joining Bloomberg, Mr. Dailey worked for several investment banking firms. Mr. Dailey received a Bachelor of Arts degree from St. John Fisher College. Our board of directors has concluded that Mr. Dailey should serve on the board of directors due to his significant corporate management experience in the technology industry.

Dean MacDonald, 50, has been a member of our board of directors since January 2010. Mr. MacDonald currently serves as the President and Chief Executive Officer of Newport Partners Income Fund, a Toronto-based Private Equity Fund. Mr. MacDonald has a long and successful career as an operating executive and entrepreneur. His operating experience includes serving as the Chief Operating Officer of Rogers Cable and as the Chief Executive Officer of Persona Communications, a TSX-listed cable and internet services company. Mr. MacDonald worked with a syndicate of investment partners to turn around Persona’s operations and subsequently sold the business at a significant premium to its purchase price in 2007. Mr. MacDonald has also served as chairman of the Newfoundland and Labrador Energy Corporation, which manages the province’s oil and gas assets. In 2007, Mr. MacDonald was selected as CEO of the Year by Birch Hill Capital Partners. Mr. MacDonald received his Bachelor of Communications from Memorial University of Newfoundland in 1981. Our board of directors has determined that Mr. MacDonald should serve on the board of directors based on his management and investment experience in a number of industries, including advertising, marketing and communications.

Rights to Elect and Designate Nominees for Director

In connection with the Merger, we entered into a Voting Agreement with certain stockholders pursuant to which we and the other parties thereto agreed, subject to the terms and conditions of such Voting Agreement, among other things, to vote their respective shares to re-elect Richard B. Berliner to our board of directors upon the expiration of his term in 2012 and, if recommended by our board of directors, to vote their respective shares to re-elect Mark S. Dailey to our board of directors upon the expiration of his term in 2012.

We have also agreed with Sector Performance Fund, LLP, HM Unitek Coinvest LP and SPF SBS LP, each being a stockholder of the Company, which agreement is subject to the approval of the Special Committee, that:

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The agreement also contains provisions designed to comply with the interpretations of the NASDAQ Global Market, which provide that the number of nominees who can be designated as a percentage of a board cannot exceed the approximate percentage ownership in the company by the nominating party.

Executive Officers

Ronald J. Lejman, 42, is our Chief Financial Officer, a role he assumed in January 2010. From September 2008 to January 2010, Mr. Lejman was the Chief Financial Officer of UniTek USA. Prior to joining UniTek, from January 2005 to September 2008 Mr. Lejman was the Chief Financial Officer and Chief Operating Officer of Freedom Enterprises, Inc., a Mid-Atlantic commercial construction company. Prior to that time, Mr. Lejman has served as Chief Financial Officer for various organizations, including The Stanley Works Europe, Middle East and Africa, Stanley Bostitch and General Fiber Communications, Inc. He has also held senior finance leadership positions at GE Capital and Amoco. This diverse experience has provided Mr. Lejman relevant acquisition evaluation/integration experience on a multinational scale. Mr. Lejman received his undergraduate degree from the University of Illinois and Masters of Management degree from Northwestern University’s J.L. Kellogg Graduate School of Management.

Kyle M. Hall, 53, is our General Counsel and Corporate Secretary, a role he assumed in August 2010. Prior to joining us, Mr. Hall was with yourvgc, llc, a law practice he formed to provide virtual general counsel services to businesses. From August 2007 to July 2008, Mr. Hall was General Counsel to 180 Connect, Inc., a publicly traded outsourced infrastructure services provider that was acquired by UniTek and DIRECTV in 2008. From September 2005 to September 2007, Mr. Hall was a Corporate Partner in the law firm Brownstein Hyatt Farber Schreck, P.C. (BHF&S) in Denver, Colorado. Prior to joining BHF&S, Mr. Hall was at Verio, Inc., a global internet services provider, serving as Senior Vice President, General Counsel and Secretary from October 2002 to August 2005 and as Assistant General Counsel from December 1999 to October 2002. From May 1997 to December 1999, Mr. Hall was Assistant General Counsel to Corporate Express, Inc., a publicly traded global office supply company. Prior to joining Corporate Express, Mr. Hall practiced law at several large global and national law firms over a ten-year period, including Morrison & Foerster and Latham & Watkins, and also practiced for several years as a certified public accountant at PricewaterhouseCoopers. Mr. Hall received his Bachelor of Arts degree in Accounting/Finance from the University of Arizona and his Juris Doctorate degree from the James E. Rogers College of Law at the University of Arizona.

Daniel Yannantuono, 37, is the Chief Executive Officer of our DirectSat USA subsidiary, a role he assumed in October 2008. Before becoming CEO, Mr. Yannantuono held the position of President of DirectSat from January 2007 to October 2008. During his tenure, DirectSat has become one of the largest contract partners for DIRECTV with over 2000 technicians nationwide. Prior to DirectSat USA, he served as Vice President of Operations for DirectSat’s parent company, UniTek USA from August 2005. Before joining us, Mr. Yannantuono served as Vice President of Finance for a major telecommunications services provider, where he played important roles in developing the company and integrating several acquisitions. Having held several management positions, Mr. Yannantuono brings significant executive leadership experience to our management team. Mr. Yannantuono received an undergraduate degree in business management and finance from Florida Atlantic University and is currently pursuing a Masters of Business Administration from Villanova University.

Elizabeth Downey, 40, is our Chief Administrative Officer, a role she assumed in January 2008. Before becoming Chief Administrative Officer, Ms. Downey held the position of Director of Human Resources at UniTek from June 2006 to December 2007. Before joining us, Ms. Downey served as Senior Vice President of Employee Relations for a competitive local exchange carrier in the telecommunications sector, where she played important roles in growing and developing that company. Having held several executive management positions, including her role in another telecommunications company and an international publishing company, Ms. Downey brings significant leadership experience and human resources expertise to our management team. Ms. Downey received a Masters of Business Administration and holds a Bachelor of Arts degree in communications from the Pennsylvania State University.

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Christopher Perkins, 47, is the Chief Executive Officer of our FTS USA subsidiary, a role he assumed in July 2006. As the founder and president of FTS (the business UniTek Global Services acquired in 2006 to facilitate entry into the cable services market), Mr. Perkins is responsible for the growth, performance and profitability of the hard line broadband business. Mr. Perkins began his telecommunications career as an installer. Soon after, he became a manager and then served as a vice president of LB&L Cable, Inc. from March 1996 to March 2004. As the founder of FTS, Mr. Perkins has managed every aspect of a multi-million dollar business with numerous customers. In addition, from April 2004 to July 2005, Mr. Perkins was the Director of Technical Operations for General Fiber Communications, one of the largest cable contracting companies in the industry, in charge of maintaining and growing an over $50 million revenue region. With his background in cable services and telecommunications, Mr. Perkins has strong industry knowledge and experience. Mr. Perkins received his Cable TV Technician certification and his Engineering certification from the State Technical Institute of Memphis.

Scott Lochhead, 39, is the Chief Executive Officer of our Advanced Communications USA, LLC division, a role he assumed in January 2010. Mr. Lochhead has over 18 years experience in the telecommunications industry which includes over 12 years in executive management, bringing both industry awareness and leadership experience to our management team. From 2000 until UniTek’s acquisition of Nexlink Communications in 2008, Mr. Lochhead served as the President of Nexlink Communications, a company he founded. Prior to founding Nexlink he was an executive manager for AT&T in the Florida market and has worked internationally in Asia providing civil engineering and project management supporting a major wireless build out in 1998. Mr. Lochhead has been a Civil Engineering Associate since 1992 and received his Bachelor of Arts degree from Sheridan College.

Prior Executive Officers

Michael S. Guerriero, 48, was the Chief Operating Officer of our BCI Communications, Inc. subsidiary, a role he assumed in February 2006. He previously served as the Executive Vice President of the Technical Services organization within Berliner from February 2004 to January 2005. From July 2001 to December 2003, Mr. Guerriero held the position of Area Vice President at Sprint responsible for the PCS/wireless network build-out in the Northeast Region. Prior to that position, he was the Director of Engineering for the Northeast and was responsible for the initial design and deployment of the Sprint PCS/wireless network in the NY/NJ/CT metro area. His professional career spans over 20 years and includes a number of technical and leadership positions in the defense and telecommunication industries. Mr. Guerriero received a Bachelor of Science degree in Electrical Engineering from the New Jersey Institute of Technology and is a licensed Professional Engineer. Mr. Guerriero resigned from the Company effective as of the close of business on July 23, 2010.

Raymond A. Cardonne, Jr., 43, was the Chief Financial Officer and Treasurer of our BCI Communications, Inc. division, a role he assumed in November 2007. Prior to joining the Company, Mr. Cardonne served as the Chief Financial Officer and Treasurer of Refac Optical Group, a then AMEX-listed retail optical chain with over 500 locations, from August 2000 until February 2007. From December 1997 until August 2000, he served as a Vice President of Refac responsible for technology licensing and commercialization. Prior to joining Refac, Mr. Cardonne was a Vice President of Corporate Development at Technology Management & Funding, L.P., a limited partnership formed to create and develop early stage technology-based companies, from December 1994 through November 1997. Mr. Cardonne also worked for NEPA Venture Funds, an early-stage venture capital firm. Mr. Cardonne received his Bachelor of Science degree and Masters of Business Administration from Lehigh University. Mr. Cardonne left the Company on June 30, 2010.

Nicholas Day, 41, was our General Counsel and Corporate Secretary from October 2006 until August 26, 2010. Prior to joining us, Mr. Day served as Senior Corporate Counsel for Net2Phone, Inc., a then Nasdaq-listed provider of voice over Internet protocol telephony products and services from August 2002 to March 2006. From August 2000 to August 2002, Mr. Day served as Associate General Counsel for WorldGate Communications, Inc., a then Nasdaq-listed provider of personal video telephony products. Mr. Day began his career as a business attorney with the law firm of Saul Ewing, LLP from September 1995 to August 2000. Mr. Day has extensive corporate governance and industry-specific experience. Mr. Day received his Bachelor of Arts degree from Duke University and his Juris Doctorate degree, with honors, from Villanova University

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School of Law. Mr. Day is no longer an officer of the Company effective August 26, 2010 and ceased working for the Company as of September 9, 2010.

Code of Ethics for Senior Officers

Our board of directors adopted a Code of Ethics for certain identified senior officers and finance department personnel, or the Ethics Code. The Ethics Code sets forth the Company’s conflict of interest policy and policies for the protection of the Company’s property, business opportunities and proprietary information. The Ethics Code requires prompt disclosure to stockholders of any waiver of the Ethics Code for senior officers made by the board of directors or any committee thereof. A copy of the Ethics Code may be obtained, without charge, by writing to: UniTek Global Services, Inc., 1777 Sentry Parkway West, Blue Bell, PA 19422, Attention: Corporate Secretary, and is also available on our web page at www.unitekgs.com.

Compensation of Directors

During the year ended June 30, 2009, we implemented a compensation program for all of our non-employee directors. Our non-employee directors include all of our directors except for Richard B. Berliner, who is our Chief Marketing Officer and Chief Executive Officer of BCI Communications, Inc., or BCI. Our non-employee directors received the following compensation during the six months ended December 31, 2009:

		Fees Earned or Paid in Cash				Stock Awards				Option Awards				Non-Equity Incentive Plan Compensation				Change in Pension Value and Nonqualified Deferred Compensation Earnings				All Other Compensation				Total
		($)				($)(1)(2)				($)(2)				($)				($)				($)				($)
Mark S. Dailey			15,000				17,519				—				—				—				—				32,519
Peter J. Mixter*			34,000								—				—				—				—				34,000
Mehran Nazari*			16,500				17,519				—				—				—				—				34,019
John Stevens Robling, Jr.*			32,500								—				—				—				—				32,500
Thom Waye*			12,000				17,519				—				—				—				—				29,519
			110,000				52,557				—				—				—				—				162,557

During the six months ended December 31, 2009, two non-employee directors each received a $17,500 annual fee for service on the board of directors during the fiscal year. We issued 29,166 shares (as presented, not adjusted for our proposed reverse split) of our common stock to each of the other non-employee directors, Messrs. Waye, Dailey and Nazari, (pursuant to the Berliner 2009 Omnibus Equity Plan) as their annual stipend. Each non-employee director received $2,000 per board of directors meeting attended in person, and $1,000 for each board of directors meeting attended via telephone. Members of the Audit Committee and Compensation Committee received $1,500 for attending committee meetings during this period. In addition, all non-employee directors are reimbursed for reasonable travel expenses incurred in connection with attendance at board of directors and committee meetings.

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Director Compensation Policy for the Six Months Ended December 31, 2009

On September 26, 2008, the board of directors established a new compensation program for non-employee directors for the year ending June 30, 2009, which was also applicable for the six months ended December 31, 2009:

Directors will continue to be reimbursed for reasonable travel expenses associated with attending board or committee meetings.

Messrs. Dailey, MacDonald and Siber are considered by the Company to be “independent” as that term is defined by Rule 4200(a)(15) of the National Association of Securities Dealers Manual (“Rule 4200(a)(15)”). On January 27, 2010, the board of directors approved a new compensation program for these independent directors for the fiscal year ending December 31, 2011. Each will receive an annual stipend of $15,000, $2,500 for each board of directors meeting attended in person and $1,500 for each board of directors meeting attended by telephone, plus related expenses. If any of Messrs. Dailey, MacDonald and Siber are members of the Audit Committee or the Compensation Committee, they will receive $500 for each such committee meeting attended in person or by telephone. The Chairman of the Audit Committee and our “audit committee financial expert” (as defined by SEC rules adopted pursuant to the Sarbanes-Oxley Act of 2002) on the committee is currently Mr. Siber, who will receive an additional annual stipend of $7,500 as Chairman. Messrs. Dailey, MacDonald and Siber will be eligible for additional equity awards at the discretion of the board of directors, subject to attendance at no less than 75% of all board of directors and committee meetings, as applicable, during the fiscal year preceding the award.

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information regarding the compensation awarded to those persons (i) who served or acted as the Company’s principal executive officer through December 31, 2009, (ii) who were the Company’s other two most highly compensated executive officers through December 31, 2009 and (iii) persons who would have been one of the most highly compensated executive officers had they been employed by the Company as of December 31, 2009, or the Named Executive Officers, for the past two fiscal years. In January 2010, the Company changed its fiscal year from June 30 to December 31, and therefore, the following table includes the compensation of these executives for the six month period ended December 31, 2009.

Name and Principal Position		Year				Salary ($)				Bonus ($)				Stock Awards ($)				Option Awards ($)(1)				All Other Compensation ($)(2)				Total ($)
Richard B. Berliner Chairman and Chief Executive Officer(3)			6 Months Ended 12/31/09				180,000				—				—				—				6,000				186,000
			2009				360,000				—				—				51,551				18,300				429,851
			2008				358,364				860,058				—				98,416				17,500				1,334,338
Michael S. Guerriero Chief Operating Officer(4)			6 Months Ended 12/31/09				112,500				—				—				—				3,600				116,100
			2009				225,000				—				—				220,175				14,100				459,275
			2008				224,517				407,281				—				20,620				13,446				665,864
Raymond A. Cardonne, Jr. Chief Financial Officer(5)			6 Months Ended 12/31/09				112,500				—				—				—				3,600				116,100
			2009				225,000				33,750				—				26,591				14,100				299,441
			2008				150,000				45,000				—				21,544				4,800				221,344