-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L/sjvMkgOcomll/dWh7/rvckZ5dLHwAdliOK+oqSshlS0WtGhxM5kImbInyjPuRK CmBmYldlFGt96fXC4oQaYw== 0001313597-07-000012.txt : 20070816 0001313597-07-000012.hdr.sgml : 20070816 20070816113001 ACCESSION NUMBER: 0001313597-07-000012 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070816 DATE AS OF CHANGE: 20070816 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AEROFLEX INC CENTRAL INDEX KEY: 0000002601 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 111974412 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-19330 FILM NUMBER: 071061619 BUSINESS ADDRESS: STREET 1: 35 S SERVICE RD CITY: PLAINVIEW STATE: NY ZIP: 11803 BUSINESS PHONE: 5166946700 MAIL ADDRESS: STREET 1: 35 S SERVICE ROAD CITY: PLAINVIEW STATE: NY ZIP: 11803 FORMER COMPANY: FORMER CONFORMED NAME: ARX INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: AEROFLEX LABORATORIES INC DATE OF NAME CHANGE: 19851119 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Fore Research & Management, LP CENTRAL INDEX KEY: 0001313597 IRS NUMBER: 731688684 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212.984.3800 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D 1 arxx20070816.txt FORE RESEARCH 13F ARXX UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* AEROFLEX INC. (Name of Issuer) COMMON (Title of Class of Securities) 007768104 (CUSIP Number) August 10, 2007 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). PAGE 1 OF 4 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Fore Research & Management, LP. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - U.S.A. - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 3,844,140 NUMBER OF ___________________________________________________________ SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH ___________________________________________________________ REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 3,844,140 ----------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,844,140 - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.16% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IA - -------------------------------------------------------------------------------- PAGE 2 OF 4 PAGES Item 1(a) Name of Issuer: Aeroflex Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 35 South Service Road Plainview, NY 11803 United States Item 2(a) Name of Person Filing: Fore Research & Management, LP. Item 2(b) Address of the Principal Office or, if none, Residence: 280 Park Avenue, 43rd Floor New York, NY 10017 Item 2(c) Citizenship: Delaware - U.S.A. Item 2(d) Title of Class of Securities: Common Item 2(e) CUSIP Number: 007768104 Item 3 If the Statement is being filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: (e) [X] An investment advisor in accordance with section 240.13d-1(b)(1)(ii)(E) Item 4 Ownership: (a) Amount Beneficially Owned: 3,844,140 (b) Percent of Class: 5.16% (c) Number of shares as to which such person has: (i) sole power to vote or direct the vote: 3,844,140 (ii) shared power to vote or direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 3,844,140 (iv) shared power to dispose or to direct the disposition of: 0 Item 5 Ownership of Five Percent or Less of a Class: Not applicable. PAGE 3 OF 4 PAGES Item 6 Ownership of More than Five Percent on Behalf of AnotherPerson: Securities reported on this Schedule 13G are beneficially owned by clients of the adviser, which may include investment companies registered under the Investment Company Act and/or employee benefit plans, pensions, Charitable funds or other institutional and high net worth clients. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: Not applicable. Item 8 Identification and Classification of Members of the Group: Not applicable. Item 9 Notice of Dissolution of a Group: Not applicable. Item 10 Certification: By signing below I certify that, to the best of my and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 16, 2007 Fore Research & Management, LP. By: /S/ Daniel Agranoff ------------------------------------- Daniel Agranoff Chief Compliance Officer PAGE 4 OF 4 PAGES -----END PRIVACY-ENHANCED MESSAGE-----