SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 (MARK ONE) [X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) FOR THE FISCAL YEAR ENDED JUNE 30, 1995 OR [ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) FOR THE TRANSITION PERIOD FROM ____________ TO ____________ COMMISSION FILE NUMBER 0-14224 IFR SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 48-0777904 (State or other jurisdiction of (IRS Employer Identification No.) incorporation of organization) 10200 WEST YORK STREET WICHITA, KANSAS 67215 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (316) 522-4981 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: TITLE OF EACH CLASS Common Stock, $.01 par value Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ----- ----- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] State the aggregate market value of the voting stock held by nonaffiliates of the Registrant as of September 11, 1995: Common stock, $.01 par value, $60,077,369 Indicate the number of shares outstanding of each of the Registrant's classes of common stock as of September 11, 1995: Common stock, $.01 par value, 5,491,219 shares. DOCUMENTS INCORPORATED BY REFERENCE: (1) Portions of the Registrant's annual report to shareholders for the year ended June 30, 1995 are incorporated by reference into Parts I and II of this Form 10-K. (2) Portions of the Registrant's proxy statement for the November 10, 1995 annual meeting of shareholders are incorporated by reference into Part III of this Form 10-K. The exhibit index to this Form 10-K is located on pages 9 through 12. 1 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a)(1) The following financial statements of IFR, included in IFR's annual report to shareholders for the year ended June 30, 1995, are incorporated by reference in Item 8 of this report: Consolidated Balance Sheets as of June 30, 1995 and 1994 Consolidated Statements of Income for the years ended June 30, 1995, 1994, and 1993 Consolidated Statements of Shareholders' Equity for the years ended June 30, 1995, 1994, and 1993 Consolidated Statements of Cash Flows for the years ended June 30, 1995, 1994, and 1993 Notes to Consolidated Financial Statements Report of Independent Auditors (a)(2) The supplementary financial information included in IFR's annual report to shareholders for the year ended June 30, 1995 under the caption "Quarterly Financial Data" is incorporated by reference in Item 8 of this report. The following financial statement schedules of IFR are included in this report in response to Item 14(d): Schedule II--Valuation and Qualifying Accounts All other schedules for which provision is made in the applicable accounting regulations of the Commission are not required under the related instructions or are inapplicable, and therefore have been omitted. (a)(3) See Exhibit Index (b) No Form 8-K was filed during the fourth quarter of the fiscal year ended June 30, 1995. 7 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. IFR Systems, Inc. (Registrant) Date: October 24, 1995 By /s/ Alfred H. Hunt, III ----------------------- Alfred H. Hunt, III President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Date: October 24, 1995 By /s/ Alfred H. Hunt, III ----------------------- Alfred H. Hunt, III, Director, President, and Chief Executive Officer (Principal Executive Officer) Date: October 24, 1995 By /s/ Bruce C. Bingham -------------------- Bruce C. Bingham, Treasurer (Principal Financial and Accounting Officer) -- 8 EXHIBIT INDEX Sequentially Exhibit No. Description of Exhibit Numbered - ----------- ---------------------- -------- Page - ---- 2.1 Acquisition Agreement for York * Technology, Inc. dated June 21, 1995. (Incorporated by reference to Exhibit 2.1 to the Company's Form 8-K dated July 6, 1995, File No. 0-14224) 2.2 Acquisition Agreement for York * Technology, Ltd. dated June 21, 1995 (Incorporated by reference to Exhibit 2.2 to the Company's Form 8-K dated July 6, 1995, File No. 0-14224) 2.3 Building transfer agreement with TKM * Group Pension Trust Limited dated June 21, 1995. (Incorporated by reference to Exhibit 2.3 to the Company's Form 8-K dated July 6, 1995, File No. 0-14224) 2.4 Supplemental Agreement dated June * 29, 1995. (Incorporated by reference to Exhibit 2.4 to the Company's Form 8-K dated July 6, 1995, File No. 0-14224) 3.1 Certificate of Amendment of * Certificate of Incorporation of IFR Systems, Inc. (the "Company") dated February 27, 1989. (Incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended June 30, 1989, File No. 0-14224). 3.2 Certificate of Amendment of * Certificate of Incorporation of the Company dated January 15, 1987. (Incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended June 30, 1987, File No. 0-14224). 3.3 Certificate of Incorporation of * the Company. (Incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 filed December 12, 1985, Reg. No. 33-2122). 3.4 By-Laws of the Company. * (Incorporated by reference to Exhibit 3.3 to the Company's Annual Report on Form 10-K for the year ended June 30, 1987, File No. 0-14224). 9 Sequentially Exhibit No. Description of Exhibit Numbered - ----------- ---------------------- -------- Page - ---- 3.5 Amendment to By-Laws of the * Company adopted January 26, 1990. (Incorporated by reference to Exhibit 3.5 to the Company's Annual Report on Form 10-K for the year ended June 30, 1990, File No. 0-14224). 4.1 Specimen certificate representing * common stock of the Company. (Incorporated by reference to Exhibit 4.1 to Amendment No. 2 to the Company's Registration Statement on Form S-1 filed January 17, 1986, Reg. No. 33- 2122). 4.2 Article II of the Certificate * of Incorporation of the Company, as amended by the Certificate of Amendment of Certificate of Incorporation of the Company dated January 15, 1987. (Included in Exhibit 3.2). 4.3 Articles I, III, and VII of the * Certificate of Incorporation of the Company. (Included in Exhibits 3.1 and 3.3). 4.4 Articles 2, 3, and 5 of * the By-Laws of the Company. (Included in Exhibit 3.4). 4.5 Rights Agreement between the * Company and Harris Trust & Savings Bank dated as of February 28, 1989. (Incorporated by reference to Exhibit 4.5 to the Company's Annual Report on Form 10-K for the year ended June 30, 1989, File No. 0-14224). 4.6 Form of Rights Certificate of the * Company. (Included in Exhibit 4.5). 4.7 IFR Systems, Inc. 1992 Nonqualified * Stock Option Plan (Incorporated by reference to Exhibit 4(a) to the Company's Registration Statement on Form S-8 filed January 8, 1993, Reg. No. 33-56862) 4.8 Form of Option Agreement for IFR Systems, * Inc. 1992 Nonqualified Stock Option Plan (Incorporated by reference to Exhibit 4(b) to the Company's Registration Statement on Form S-8 filed January 8, 1993, Reg. No 33-56862) 10 Sequentially Exhibit No. Description of Exhibit Numbered - ----------- ---------------------- -------- Page - ---- 10.1 Description of Incentive Bonus * Plan for Management of the Company. (Incorporated by reference from page 10 of the 1993 Proxy Statement as filed on September 8, 1993, File No. 0-14224). 10.2 Amended Incentive Stock Option * Plan of the Company. (Incorporated by reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K for the year ended June 30, 1987, File No. 0-14224). 10.3 Form of Termination Agreement * between the Company and Alfred H. Hunt, III. (Incorporated by reference to Exhibit 10.3 to the Company's Annual Report on Form 10-K for the year ended June 30, 1989, File No. 0-14224). 10.4 IFR Systems, Inc. Employees' * Profit Sharing Plan. (Incorporated by reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K for the year ended June 30, 1990, File No. 0-14224). 10.5 Amended and Restated Trust * Agreement IFR Systems, Inc. Employees' Profit Sharing Plan. (Incorporated by reference to Exhibit 10.5 to the Company's Annual Report on Form 10-K for the year ended June 30, 1990, File No. 0-14224). 10.6 Restricted Stock Grant Plan of the * Company. (Incorporated by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K for the Year ended June 30, 1989, File No. 0-14224) 10.7 1988 Incentive Stock Option Plan of * the Company. (Incorporated by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K for the year ended June 30, 1989, File No. 0-14224). 11 Sequentially Exhibit No. Description of Exhibit Numbered - ----------- ---------------------- -------- Page - ---- 10.8 Form of Indemnity Agreement entered * into between the Company and its directors and certain of its officers as of February 27, 1989. (Incorporated by reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K for the year ended June 30, 1989, File No. 0-14224). 10.9 Lease between the Company and the City * of Goddard, Kansas dated as of May 1, 1989. (Incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K for the year ended June 30, 1989, File No. 0-14224). 10.10 Guaranty Agreement between the Company * and BANK IV Wichita, National Association, dated as of May 1, 1989. (Incorporated by reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K for the year ended June 30, 1989, File No. 0-14224). 10.11 IFR Systems, Inc. Outside Director * Compensation, Stock Option, and Retirement Plan. (Incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K for the year ended June 30, 1990, File No. 0-14224). 11 Statement re: computation of per share * earnings. (Incorporated by reference to Exhibit 11 to the Company's Annual Report on Form 10-K for the year ended June 30, 1995, File No. 0-14224) 13.1 The Company's 1995 Annual Report * to Shareholders. (Incorporated by reference to Exhibit 13.1 to the Company's Annual Report on Form 10-K for the year ended June 30, 1995, File No. 0-14224) 23.0 Consent of Ernst & Young LLP * (Incorporated by reference to Exhibit 23.0 to the Company's Annual Report on Form 10-K for the year ended June 30, 1995, File No. 0-14224) 27.0 Financial Data Schedule * Document has been previously filed with the Securities and Exchange Commission and is incorporated herein by reference and made a part hereof. 12