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 23, 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 Incorporation)
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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
(a) On May 23, 2005, Aeroflex Test Solutions Limited ("ATS"), a subsidiary
of the Registrant, and UbiNetics Holdings Limited ("UHL") entered into a Sale
and Purchase Agreement (the "Purchase Agreement") of even date pursuant to which
ATS purchased from UHL all of the stock of UbiNetics Limited ("UL"), as well
certain assets located in India, Japan and Hong Kong, all of which constitute
UHL's test and measurement business. Pursuant to the Purchase Agreement, ATS
paid to UHL (pound)44 million (approximately $81 million) net of cash remaining
at UL for the test and measurement business and UHL has the ability to earn up
to an additional (pound)2.1 million (approximately $4 million) depending upon
the actual level of sales and gross margin of the purchased test and measurement
business in excess of approximately $40 million for the Registrant's fiscal year
ending June 30, 2006. In connection with the Purchase Agreement, the Registrant
entered into a Deed of Guarantee of even date pursuant to which the Registrant
has guaranteed the obligations of ATS under the Purchase Agreement. There is no
material relationship between the Registrant and its affiliates and any of the
parties other than the Purchase Agreement, Deed of Guarantee and other ancillary
non-material agreements entered into contemporaneously with the Purchase
Agreement.
The Purchase Agreement and Deed of Guarantee are attached as Exhibits 10.1
and 10.2 to this Form 8-K.
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On May 23, 2005, the Registrant, through its ATS subsidiary, acquired from
UHL all of the stock of UbiNetics Limited and assets located in India, Japan and
Hong Kong, all of which constitute UHL's test and measurement business. The
assets owned by UL consist primarily of intellectual property owned by or
licensed to UL, computer equipment, technical equipment and office furniture,
ATS also acquired the services of the employees that operate the test and
measurement business in the United Kingdom. The assets acquired in India, Japan
and Hong Kong consist principally of computer equipment and office furniture, as
well as the services of employees operating the test and measurement business in
those locations.
For a description of the consideration paid and the relationship between
the parties, see Item 1.01, above, which is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
The Registrant will file the financial statements required by this
Item not later than 71 days after the date on which this Form 8-K is
required to be filed.
2
(b) Pro Forma Financial Information.
The Registrant will file the financial information required by this
Item not later than 71 days after the date on which this Form 8-K is
required to be filed.
(c) Exhibits.
10.1 Sale and Purchase Agreement dated May 23, 2005 between UbiNetics
Holdings Limited and Aeroflex Test Solutions Limited
10.2 Deed of Guarantee dated May 23, 2005 between Aeroflex
Incorporated and UbiNetics Holdings Limited
3
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 26, 2005