-----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, KNyJrlfsw/oyCUu60lzQFrqdp7LALcB8E8YTMtgJj/hGpCQxnhFl7I3PtIDoLAEt is2dDFvwGRUDokpAmT461g== 0001104659-10-059139.txt : 20101118 0001104659-10-059139.hdr.sgml : 20101118 20101118154248 ACCESSION NUMBER: 0001104659-10-059139 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101118 FILED AS OF DATE: 20101118 DATE AS OF CHANGE: 20101118 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ASHE PRESCOTT CENTRAL INDEX KEY: 0001212445 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 333-165920 FILM NUMBER: 101202763 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AEROFLEX HOLDING CORP. CENTRAL INDEX KEY: 0001487990 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 010899019 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 35 SOUTH SERVICE ROAD STREET 2: P.O. BOX 6022 CITY: PLAINVIEW STATE: NY ZIP: 11803 BUSINESS PHONE: 516 694 6700 MAIL ADDRESS: STREET 1: 35 SOUTH SERVICE ROAD STREET 2: P.O. BOX 6022 CITY: PLAINVIEW STATE: NY ZIP: 11803 FORMER COMPANY: FORMER CONFORMED NAME: AX HOLDING CORP. DATE OF NAME CHANGE: 20100325 3 1 a3.xml 3 X0203 3 2010-11-18 0 0001487990 AEROFLEX HOLDING CORP. ARX 0001212445 ASHE PRESCOTT ONE EMBARCADERO CENTER 39TH FLOOR SAN FRANCISCO CA 94111 1 0 1 0 Common Stock, par value $0.01 15245521 I See Notes Includes shares of common stock held indirectly (through their ownership in VGG Holding LLC ("VGG")) by (a) Golden Gate Capital Investment Fund II, L.P., (b) Golden Gate Capital Investment Annex Fund II, L.P., (c) Golden Gate Capital Investment Fund II (AI), L.P., (d) Golden Gate Capital Investment Annex Fund II (AI), L.P., (e) Golden Gate Capital Associates II-QP, LLC, (f) Golden Gate Capital Associates II-AI, LLC, (g) CCG AV, LLC - Series A, (h) CCG AV, LLC - Series C, (i) CCG AV, LLC - Series I and (j) CCG AV, LLC - Series E. The entities listed in clauses (a) through (f) are managed by Golden Gate Capital Management II, L.L.C., and the entities listed in clauses (g) through (j) are managed by Golden Gate Capital Management, L.L.C. (together with the entities listed in clauses (a) through (j) and Golden Gate Capital Management II, L.L.C., the "Golden Gate Entities"). Mr. Ashe is a Managing Director of an affiliate of both Golden Gate Capital Management, L.L.C. and Golden Gate Capital Management II, L.L.C. and may be deemed to be the beneficial owner of the entities listed in clauses (a) through (j). Mr. Ashe disclaims beneficial ownership in the shares owned by VGG, except to the extent of his pecuniary interest therein. Concurrently with the consummation of the initial public offering of Aeroflex Holding Corp. ("Aeroflex Holding"), VGG will issue Class B-1 membership interests representing an aggregate of 0.3% of the membership interests of VGG to certain members of Aeroflex Holding's management. Pursuant to the terms of the limited liability company agreement of VGG, the issuance of such Class B-1 membership interests will reduce the percentage of the membership interests of VGG held by the holders of Class A membership interests of VGG on a pro rata basis. Following such reduction and the consummation of Aeroflex Holding's initial public offering, the Golden Gate Entities will indirectly beneficially own 15,195,250 shares of Common Stock of Aeroflex Holding that are held by VGG. Exhibit List: Exhibit 24.1 - Power of Attorney. /s/ Jeremy M. Veit, by power of attorney 2010-11-18 EX-24.1 2 ex-24d1.htm EX-24.1 Exhibit 24

Exhibit 24.1

 

POWER OF ATTORNEY

 

                    KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints each of Stephen D. Oetgen, Robert M. Hayward, P.C. and Jeremy M. Veit, signing singly, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

 

(1)                prepare, execute, acknowledge, deliver and file Forms 3, 4 and 5 (including any amendments thereto) with respect to the securities of Aeroflex Holding Corp., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);

 

(2)                seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and

 

(3)                perform any and all other acts which in the discretion of such attorneys-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

 

The undersigned acknowledges that:

 

(1)                this Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;

 

(2)                any documents prepared and/or executed by any of the attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his discretion, deems necessary or desirable;

 

(3)                neither the Company nor any of the attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and

 

(4)                this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act.

 


 

The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, with full power of substitution and revocation, hereby ratifying all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Power of Attorney.

 

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each of such attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17th day of November 2010.

 

 

/s/ Prescott H. Ashe

 

Name: Prescott H. Ashe

 

 

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