SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): September 3, 2003
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 2. Acquisition or Disposition of Assets.
On June 27, 2003, Aeroflex Incorporated, a Delaware corporation
("Aeroflex"), MCE Acquisition Corporation, a Michigan corporation and a wholly
owned subsidiary of Aeroflex ("Acquisition"), MCE Technologies, Inc., a Michigan
corporation ("MCE"), and Michael J. Endres, on behalf of the shareholders
and warrantholders of MCE, entered into an Agreement and Plan of Merger (the
"Merger Agreement").
On September 3, 2003, pursuant to the Merger Agreement, MCE and
Acquisition were merged. As a result of the merger, all outstanding shares of
common stock of MCE now evidence the right to receive .2254 of a share of
common stock of Aeroflex, $.10 par value.
A press release ("Press Release") describing the consummation of the
merger was released by Aeroflex on September 3, 2003.
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.
(a) Financial Statements of Business Acquired.
The financial statements of MCE required by this item will be
filed by amendment to this Current Report on Form 8-K as soon as practicable,
but no later than 60 days after the date on which this initial report was due
to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information as required by this item will be
filed by amendment to this Current Report on Form 8-K as soon as practicable,
but no later than 60 days after the date on which this initial report was due
to be filed.
(c) Exhibits.
99.1 Agreement and Plan of Merger, dated as of June 27, 2003, among
Aeroflex, Acquisition, MCE and Michael J. Endres (incorporated
by reference to Exhibit 99.1 to Form 8-K of Aeroflex
Incorporated filed July 2, 2003).
99.2 Press Release issued by Aeroflex on September 3, 2003.
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
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Name: Michael Gorin
Title: President, Chief Financial Officer and
Principal Accounting Officer
Dated: September 8, 2003
EXHIBIT INDEX
Exhibit No. Description
99.1 Agreement and Plan of Merger, dated as of June 27, 2003,
among Aeroflex, Acquisition, MCE and Michael J. Endres
(incorporated by reference to Exhibit 99.1 to Form 8-K of
Aeroflex Incorporated filed July 2, 2003).
99.2 Press Release issued by Aeroflex on September 3, 2003.