-----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, CrRSYQThR+VSQFfa5NRLdLB8eEqSrAWgpm78whJKlIAFhTVKWDB7NN22RtBb42RW fJyEq8Fx4TjROaH/Dh6IpQ== 0000932214-02-000070.txt : 20020619 0000932214-02-000070.hdr.sgml : 20020619 20020619111056 ACCESSION NUMBER: 0000932214-02-000070 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020618 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020619 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08037 FILM NUMBER: 02681974 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 8-K 1 arx8kjune18-live.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------- Date of report (Date of earliest event reported): June 18, 2002 AEROFLEX INCORPORATED (Exact Name of Registrant as Specified in Charter) Delaware 000-02324 11-1974412 (State of Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 35 South Service Road, Plainview, New York 11803 (Address of Principal Executive Offices) (Zip Code) (516) 694-6700 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report) Item 5. Other Events. On June 17, 2002, Testco exercised the option contained in Section 1.5 of the Agreement and Plan of Merger (the "Merger Agreement") among Aeroflex Incorporated, a Delaware corporation ("Aeroflex"), Testco Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Aeroflex (the "Purchaser"), and IFR Systems, Inc., a Delaware corporation (the "Company") dated April 13, 2002 to purchase shares of the Company's common stock, $.01 par value (the "Shares"). Pursuant to the option, 1,655,925 Shares were purchased at a price of $1.35 per share. The purchase price for the Shares was paid $16,559.25 by wire transfer and $2,218,939.50 by delivery of a demand promissory note of Aeroflex. On June 18, 2002, pursuant to the Merger Agreement, Purchaser was merged with and into the Company. As a result of the merger, all outstanding shares of common stock, par value $.01 per share, of the Company (the "Shares") other than Shares owned by Aeroflex, Purchaser, their subsidiaries and the Company now evidence the right to receive $1.35 per Share. A press release ("Press Release") describing the Merger was released by Aeroflex on June 19, 2002. The Merger Agreement and Press Release are attached hereto as Exhibits 99.1 and 99.2, respectively, and each is incorporated herein by reference in its entirety. The foregoing discussion does not purport to be complete and is qualified in its entirety by reference to such Exhibits. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 99.1 Agreement and Plan of Merger, dated as of April 13, 2002, among Aeroflex, Testco Acquisition Corp. and the Company (incorporated by reference to Exhibit 99.1 to Form 8-K of Aeroflex Incorporated filed April 15, 2002). 99.2 Press Release issued by Aeroflex on June 19, 2002. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AEROFLEX INCORPORATED By:/s/ Michael Gorin --------------------------- Name: Michael Gorin --------------------------- Title: President --------------------------- Dated: June 19, 2002 3 EX-99.2 3 arxpressreleasejune18-live.txt NEWS RELEASE FOR IMMEDIATE RELEASE - --------------------- FOR FURTHER INFORMATION CONTACT: Investor Inquiries: Media Inquiries: - ------------------ --------------- Michael Gorin Andrew Merrill, David Pitts President and Chief Financial Officer The Abernathy MacGregor Group (516) 694-6700 (212) 371-5999 AEROFLEX INCORPORATED COMPLETES MERGER WITH IFR SYSTEMS, INC. PLAINVIEW, NY June 19, 2002 Aeroflex Incorporated (Nasdaq Symbol: ARXX) announced today the successful completion of a second-step merger with IFR Systems, Inc. As a result of the purchase of 89.5% of the outstanding shares by Testco Acquisition, Aeroflex's wholly-owned subsidiary, in its tender offer for all of the outstanding shares of IFR at a price of $1.35 and the acquisition of shares of IFR pursuant to the option to purchase shares granted by IFR under the merger agreement, the merger was completed without a vote of holders of shares, in accordance with applicable law. As a result of the merger, each share of IFR common stock that was not tendered, other than the shares held by Aeroflex, Testco Acquisition and stockholders validly exercising appraisal rights under Delaware law, now represents the right to receive $1.35 in cash without interest and IFR is no longer a reporting company with publicly traded securities. About Aeroflex Aeroflex Incorporated, through its subsidiaries, designs, develops and manufactures state-of-the-art microelectronic module, integrated circuit, interconnect and testing solutions used in broadband communication applications. The Company's common stock trades on the Nasdaq National Market System under the symbol ARXX and is included in the S&P SmallCap 600 index. Additional information concerning Aeroflex Incorporated can be found on the Company's Web site: www.aeroflex.com. About IFR IFR is a leading designer and manufacturer of advanced wireless test solutions for communications, avionics and general test and measurement applications. For more information about IFR in the United States, contact: IFR, 10200 West York Street, Wichita, Kansas, 67215-8999. Contact IFR via e-mail at info@IFRSys.com, on the Web at www.IFRSys.com, or be telephone at (800) 835-2352 or (316) 522-4981. All statements other than statements of historical fact included in this press release regarding Aeroflex's financial position, business outlook, business strategy and plans and objectives of its management for future operations are forward-looking statements. When used in this press release, words such as "anticipate," "believe," "estimate," "expect," "intend" and similar expressions, as they relate to Aeroflex or its management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of Aeroflex's management, as well as assumptions made by and information currently available to its management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including but not limited to, competitive factors and pricing pressures, integration of the business of IFR, changes in legal and regulatory requirements, technological change or difficulties, product development risks, commercialization difficulties and general economic conditions. Such statements reflect our current views with respect to the future and are subject to these and other risks, uncertainties and assumptions relating to Aeroflex's financial condition, results of operations, growth strategy and liquidity. -----END PRIVACY-ENHANCED MESSAGE-----