As filed with the Securities and Exchange Commission on June 21, 2011
Registration No. 333-169799
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Aeroflex Incorporated*
(Exact name of registrant as specified in its charter)
| Delaware | | 3674 | | 11-1974412 |
| (State or other jurisdiction of | | (Primary Standard Industrial | | (I.R.S. Employer |
| incorporation or organization) | | Classification Code Number) | | Identification No.) |
35 South Service Road
P.O. Box 6022
Plainview, N.Y. 11803
(516) 694-6700
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)
Leonard Borow
Chief Executive Officer and President
Aeroflex Incorporated
35 South Service Road
P.O. Box 6022
Plainview, N.Y. 11803
(516) 694-6700
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Gary T. Moomjian, Esq.
Moomjian, Waite & Coleman, LLP
100 Jericho Quadrangle
Jericho, New York 11753
Ph: (516) 937-5900
Fax: (516) 937-5050
Approximate date of commencement of proposed sale to the public: Not applicable.
If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨ | Accelerated filer ¨ |
| | |
Non-accelerated filer x | Smaller reporting company ¨ |
(Do not check if a smaller reporting company)
* Includes certain subsidiaries of Aeroflex Incorporated identified on the following page.
TABLE OF ADDITIONAL SUBSIDIARY GUARANTOR REGISTRANTS
| | | | | | | | | |
| Name of Additional Registrant | | State or Other Jurisdiction of Incorporation or Organization | | Primary Standard Industry Classification Number | | | I.R.S. Employer Identification No. | |
| Aeroflex Colorado Springs, Inc. (1) | | Delaware | | | 3674 | | | | 84-0822182 | |
| Aeroflex Systems Group, Inc. (formerly Aeroflex High Speed Test Solutions, Inc.) (2) | | Delaware | | | 3674 | | | | 26-2570692 | |
| Aeroflex/Inmet, Inc. (3) | | Michigan | | | 3674 | | | | 38-3178661 | |
| Aeroflex Control Components, Inc. (formerly Aeroflex/KDI, Inc.) (4) | | Michigan | | | 3674 | | | | 38-3283270 | |
| Aeroflex/Metelics, Inc. (5) | | California | | | 3674 | | | | 94-2532962 | |
| Aeroflex Microelectronic Solutions, Inc. (6) | | Michigan | | | 3674 | | | | 86-1079255 | |
| Aeroflex Plainview, Inc. (7) | | Delaware | | | 3674 | | | | 11-2774706 | |
| Aeroflex RAD, Inc. (8) | | New York | | | 3674 | | | | 11-3567221 | |
| Aeroflex/Weinschel, Inc. (9) | | Michigan | | | 3674 | | | | 38-3260794 | |
| Aeroflex Wichita, Inc. (10) | | Delaware | | | 3674 | | | | 48-0777904 | |
| Aeroflex Bloomingdale, Inc. (7) | | New York | | | 3674 | | | | 11-1735010 | |
| Aeroflex Acquisition One, Inc. (7) | | Delaware | | | 3674 | | | | 80-0649750 | |
| Aeroflex Acquisition Two, Inc. (7) | | Delaware | | | 3674 | | | | 90-0618035 | |
| Aeroflex Acquisition Three, Inc. (7) | | Delaware | | | 3674 | | | | 80-0649757 | |
| AIF Corp. (7) | | Delaware | | | 3674 | | | | 80-0301369 | |
| Comar Products Inc. (7) | | New Jersey | | | 3674 | | | | 22-1428789 | |
| IFR Finance, Inc. (10) | | Kansas | | | 3674 | | | | 48-1197644 | |
| IFR Systems, Inc. (10) | | Delaware | | | 3674 | | | | 48-1197645 | |
| MCE Asia, Inc. (6) | | Michigan | | | 3674 | | | | 38-3601102 | |
| MicroMetrics, Inc. (11) | | New Hampshire | | | 3674 | | | | 02-0404118 | |
| VI Technology, Inc. (dissolved by way of merger into Aeroflex Systems Goup, Inc.) | | Texas | | | 3674 | | | | 74-2604744 | |
| | | | | | | | | | | |
The address and telephone number of the principal executive offices of each of the additional subsidiary co-registrants are as follows:
| (1) | 4350 Centennial Blvd., Colorado Springs, CO 80907, (719) 594-8000. |
| (2) | 12537B Riata Trace Parkway, Austin, TX 78727, (512) 327-3348 |
| (3) | 300 Dino Drive, Ann Arbor, MI 48103, (734) 426-5553. |
| (4) | 40 Industrial Way East, Eatontown, NJ 07724, (732) 460-0212. |
| (5) | 975 Stewart Drive, Sunnyvale, CA 94086, (408) 737-8181. |
| (6) | 310 Dino Drive, Ann Arbor, MI 48103, (734) 426-1230. |
| (7) | 35 South Service Road, Plainview, NY 11803, (516) 694-6700. |
| (8) | 5017 North 30th Street, Colorado Springs, CO 80919, (719) 531-0800 |
| (9) | 5305 Spectrum Drive, Frederick, MD 21703, (301) 846-9222. |
| (10) | 10200 West York Street, Wichita, KS 67215, (316) 522-4981. |
| (11) | 54 Grenier Field Road, Londonderry, NH 03052, (603) 641-3800. |
DEREGISTRATION OF SECURITIES
This post-effective amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-169799) (as amended, the “Registration Statement”), initially filed by Aeroflex Incorporated (the “Company”) and certain of its guarantor subsidiaries (the “Subsidiary Guarantors”) with the Securities and Exchange Commission on October 7, 2010, as amended on November 9, 2010 and declared effective on November 15, 2010, hereby further amends the Registration Statement to deregister the Company’s 11.75% Senior Notes due February 15, 2015 (the “Senior Notes”) and the guarantees of the Senior Notes granted by the Subsidiary Guarantors (the “Guarantees”) which were registered under the Registration Statement and not otherwise sold under the Registration Statement. The Registration Statement was filed by the registrants for use by Goldman Sachs & Co. and its affiliates in connection with offers and sales of up to $225,000,000 aggregate principal amount of Senior Notes and the related Guarantees in market-making transactions. In transactions occurring on December 7, 2010, May 9, 2011 and June 8, 2011, the Company repurchased and redeemed all of the outstanding Senior Notes that were being offered pursuant to the Registration Statement. Accordingly, Goldman Sachs will no longer be making a market in the Senior Notes and the Company’s obligation to maintain the effectiveness of the Registration Statement has expired.
This post-effective amendment to the Registration Statement is being filed to deregister all of the Senior Notes and related Guarantees previously registered under the Registration Statement that remain unsold as of the date hereof and to terminate the effectiveness of the Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plainview, State of New York, on June 21, 2011.
| | AEROFLEX INCORPORATED |
| | | | |
| | By: | /s/ Leonard Borow | |
| | Name: | Leonard Borow | |
| | Title: | Chief Executive Officer and President | |
| | | (Principal Executive Officer) | |
| | | | |
| | By: | /s/ John Adamovich, Jr. | |
| | Name: | John Adamovich, Jr. | |
| | Title: | Senior Vice President, Chief Financial | |
| | | Officer and Secretary | |
| | | (Principal Financial Officer) | |
| | | | |
| | By: | /s/ Charles Badlato | |
| | Name: | Charles Badlato | |
| | Title: | Vice President-Treasurer | |
| | | (Principal Accounting Officer) | |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature | | Title | | Date |
| | | | | |
| * | | Chairman of the Board | | June 21, 2011 |
| Robert B. McKeon | | | | |
| | | | | |
| * | | Director | | June 21, 2011 |
| Hugh D. Evans | | | | |
| | | | | |
| * | | Director | | June 21, 2011 |
| Ramzi M. Musallam | | | | |
| | | | | |
| * | | Director | | June 21, 2011 |
| Leonard Borow | | | | |
| | | | | |
| * | | Director | | June 21, 2011 |
| John Buyko | | | | |
| * /s/ John Adamovich, Jr. | |
| John Adamovich, Jr. | |
| Attorney-in-Fact | |
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plainview, State of New York, on June 21, 2011.
| | REGISTRANTS (as listed on the attached Schedule I |
| | of Subsidiary Registrants) |
| | | | |
| | By: | /s/ Leonard Borow | |
| | Name: | Leonard Borow | |
| | Title: | President | |
| | | (Principal Executive Officer) | |
| | | | |
| | By: | /s/ John Adamovich, Jr. | |
| | Name: | John Adamovich, Jr. | |
| | Title: | Vice President | |
| | | (Principal Financial Officer) | |
| | | | |
| | By: | /s/ Charles Badlato | |
| | Name: | Charles Badlato | |
| | Title: | Assistant Secretary | |
| | | (Principal Accounting Officer) | |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature | | Title | | Date |
| | | | | |
| * | | Chairman of the Board | | June 21, 2011 |
| Robert B. McKeon | | | | |
| | | | | |
| * | | Director | | June 21, 2011 |
| Hugh D. Evans | | | | |
| | | | | |
| * | | Director | | June 21, 2011 |
| Ramzi M. Musallam | | | | |
| | | | | |
| * | | Director | | June 21, 2011 |
| Leonard Borow | | | | |
| | | | | |
| * | | Director | | June 21, 2011 |
| John Buyko | | | | |
| * /s/ John Adamovich, Jr. | |
| John Adamovich, Jr. | |
| Attorney-in-Fact | |
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plainview, State of New York, on June 21, 2011.
| | REGISTRANTS (as listed on the attached Schedule II |
| | of Subsidiary Registrants) |
| | | | |
| | By: | /s/ Leonard Borow | |
| | Name: | Leonard Borow | |
| | Title: | Vice President and Secretary | |
| | | (Principal Executive Officer) | |
| | | | |
| | By: | /s/ John Adamovich, Jr. | |
| | Name: | John Adamovich, Jr. | |
| | Title: | Vice President | |
| | | (Principal Financial Officer) | |
| | | | |
| | By: | /s/ Charles Badlato | |
| | Name: | Charles Badlato | |
| | Title: | Assistant Secretary | |
| | | (Principal Accounting Officer) | |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature | | Title | | Date |
| | | | | |
| | Chairman of the Board | | June 21, 2011 |
| Robert B. McKeon | | | | |
| | | | | |
| | Director | | June 21, 2011 |
| Hugh D. Evans | | | | |
| | | | | |
| | Director | | June 21, 2011 |
| Ramzi M. Musallam | | | | |
| | | | | |
| | Director | | June 21, 2011 |
| Leonard Borow | | | | |
| | | | | |
| | Director | | June 21, 2011 |
| John Buyko | | | | |
| * /s/ John Adamovich, Jr. | |
| John Adamovich, Jr. | |
| Attorney-in-Fact | |
SCHEDULE I
of
SUBSIDIARY REGISTRANTS
Aeroflex Colorado Springs, Inc.
MCE Asia Inc.
MicroMetrics, Inc.
Aeroflex Plainview, Inc.
IFR Systems, Inc.
Aeroflex Wichita, Inc.
IFR Finance, Inc.
Aeroflex Systems Group, Inc.
Aeroflex RAD, Inc.
Aeroflex Bloomingdale, Inc.
Aeroflex Acquisition One, Inc.
Aeroflex Acquisition Two, Inc.
Aeroflex Acquisition Three, Inc.
Comar Products Inc.
AIF Corp.
SCHEDULE II
of
SUBSIDIARY REGISTRANTS
Aeroflex Control Components, Inc.
Aeroflex/Metelics, Inc.
Aeroflex Microelectronic Solutions, Inc.
Aeroflex/Weinschel, Inc.
Aeroflex/Inmet, Inc.
