UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): MAY 4, 2005
AEROFLEX INCORPORATED
(Exact Name of Registrant as Specified in Charter)
DELAWARE 000-02324 11-1974412
(State of Other (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
of Incorportion)
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
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
__ Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
__ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
__ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
__ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
(d) On May 4, 2005, upon the recommendation of the Ethics, Nominating and
Governance Committee of the Board of Directors, the Board of Directors appointed
Mr. John Benedict as a member of the Board of Directors to fill the vacancy
created by the resignation of Mr. Eric Edelstein (as previously announced in
Registrant's Form 8-K dated February 28, 2005). Mr. Benedict was also appointed
as a member of each of the Audit Committee and Compensation Committee of the
Board of Directors upon the recommendation of the Ethics, Nominating and
Governance Committee.
There is no arrangement or understanding between Mr. Benedict and any other
person pursuant to which he was appointed as a director of the Registrant.
There were no transactions or series of transactions since the beginning of
Registrant's last fiscal year, or any currently proposed transaction or series
of transactions to which the registrant was a party in which the amount exceeds
$60,000 and in which Mr. Benedict has a direct or indirect material interest.
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: Vice Chairman
Date: May 5, 2005