SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ SCHEDULE TO/A (RULE 14d-100) Tender Offer Statement Under Section 14(d)(1) or Section 13(e)(1) of the Securities Exchange Act of 1934 (AMENDMENT NO. 6 - FINAL AMENDMENT)* SCHEDULE 13D AMENDMENT NO. 2 IFR SYSTEMS, INC. (Name of Subject Company (issuer)) TESTCO ACQUISITION CORP. a wholly owned subsidiary of AEROFLEX INCORPORATED (Names of Filing Persons (offerors)) ------------ Common Stock, Par Value $.01 Per Share (Including the Associated Rights to Purchase Common Stock) (Title of Class of Securities) ------------ 449507102 (CUSIP Number of Class of Securities) Michael Gorin President Aeroflex Incorporated 35 South Service Road Plainview, NY 11803 Telephone: (516) 694-6700 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons) Copy to: Blaine V. Fogg, Esq. Nancy D. Lieberman, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Blau, Kramer, Wactlar & Lieberman, P.C. Four Times Square 100 Jericho Quadrangle New York, NY 10036 Jericho, NY 11753 Telephone: 212-735-3000 Telephone: 516-822-4820 CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- Transaction Valuation** Amount Of Filing Fee*** $12,485,984 $1,149 - -------------------------------------------------------------------------------- <FN> ** Estimated for the purpose of calculating the filing fee only in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934, as amended, based upon (a) $1.35 multiplied by (b) 9,248,877, representing the number of shares of common stock, par value $.01 per share of IFR Systems, Inc. (including the associated rights to purchase common stock, the "Shares") outstanding as of April 19, 2002 plus the maximum number of Shares issuable pursuant to outstanding options. The amount of the filing fee calculated in accordance with Section 13(e) of the Securities Exchange Act of 1934, as amended, equals the product of .000092 and the transaction value. *** The filing fee was previously paid. </FN> [ ] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number or the Form or Schedule and the date of its filing. Amount Previously Paid: N/A Form or Registration No.: N/A Filing party: N/A Date Filed: N/A [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. - -------------------------------------------------------------------------------- Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] - -------------------------------------------------------------------------------- * This Amendment No. 6 - Final Amendment also constitutes Amendment No. 2 to the Schedule 13D of the Filing Persons with respect to the Securities of the Subject Company purchased by the Filing Persons in the Offer, including the subsequent offering period. The information contained herein and in the Tender Offer Statement on Schedule TO, as amended, is incorporated by reference for purposes of the Schedule 13D. ============================================================================== SCHEDULE 13D CUSIP No. 449507102 ----------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Aeroflex Incorporated IRS Id. No: 11-1974412 ------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (X) ----------------------------------------------------------------------- 3. SEC USE ONLY ----------------------------------------------------------------------- 4. SOURCE OF FUNDS* WC ----------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ( ) ----------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES _________________________________________ BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 7,415,481 EACH _________________________________________ REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH _________________________________________ 10. SHARED DISPOSITIVE POWER 7,415,481 ----------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,415,481 ----------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 89.5%(1) ------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - ------------------------ (1) Based on the 8,282,000 shares issued and outstanding as of the close of business on April 12, 2002. SCHEDULE 13D CUSIP No. 449507102 ----------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Testco Acquisition Corp. IRS Id. No: 32-0010978 ------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (X) ------------------------------------------------------------------- 3. SEC USE ONLY ------------------------------------------------------------------- 4. SOURCE OF FUNDS* AF ------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ( ) ------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES _____________________________________ BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 7,415,481 EACH _____________________________________ REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH _____________________________________ 10. SHARED DISPOSITIVE POWER 7,415,481 ------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,415,481 ------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 89.5%(1) ------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - ---------------- (1) Based on the 8,282,000 shares issued and outstanding as of the close of business on April 12, 2002. This Amendment No. 6 to the Tender Offer Statement on Schedule TO (the "Schedule TO"), filed initially with the Securities and Exchange Commission on April 19, 2002, relates to the offer by Testco Acquisition Corp., a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Aeroflex Incorporated, a Delaware corporation ("Aeroflex"), to purchase all of the outstanding shares of common stock, par value $.01 per share (including the associated rights to purchase common stock, the "Shares"), of IFR Systems, Inc., a Delaware corporation (the "Company"), at a price of $1.35 per Share, net to the seller in cash (the "Offer Price"), upon the terms and subject to the conditions set forth in the Purchaser's Offer to Purchase, dated April 19, 2002, and in the related Letter of Transmittal (which together constitute the "Offer"), previously filed as exhibits (a)(1) and (a)(2), respectively, the Schedule TO. Items 8 and 11. Interest in Securities of the Subject Company; Additional Information. Items 8 and 11 of the Schedule TO are hereby amended and supplemented to add the following: The Subsequent Offering Period for the Offer expired at 12:00 midnight, New York City time, on Friday, June 14, 2002. Based on preliminary information provided by the Depositary, a total of 7,415,481 Shares, including guaranteed deliveries, have been validly tendered and not withdrawn pursuant to the Offer, representing approximately 89.5% of the total outstanding Shares and 80.2% of the Shares on a fully diluted basis. Pursuant to the terms of the Merger Agreement, any remaining publicly held Shares will be acquired in a subsequent second- step merger of the Purchaser and the Company (the "Merger") upon satisfaction or waiver of the conditions to the Merger under the Merger Agreement, including the approval of the Merger Agreement by holders of Shares if required by applicable law. As a result of the purchase of 89.5% of the outstanding Shares by the Purchaser in the Offer, the Purchaser has sufficient voting power to approve the Merger without the vote of any other holder of Shares. In addition, if the Purchaser acquires 90% or more of the outstanding Shares pursuant to the tender offer, the option to purchase Shares granted by the Company under the Merger Agreement or otherwise, the Merger would be completed without a vote of holders of Shares in accordance with applicable law. On Monday, June 17, 2002, Aeroflex issued a press release announcing the closing of the Offer and affirming its intention to cause the Purchaser to merge with and into the Company in a short form merger. A copy of the press release is attached hereto as Exhibit (a)(13) and is incorporated herein by reference. Item 12. Exhibits. Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit: (a)(13) Press Release, dated June 17, 2002. SIGNATURE After due 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. TESTCO ACQUISITION CORP. By: /s/ Michael Gorin -------------------------- Name: Michael Gorin Title: President