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): AUGUST 17, 2005
AEROFLEX INCORPORATED
(Exact Name of Registrant as Specified in Charter)
DELAWARE 000-02324 11-1974412
(State or 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)
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 MATERIAL DEFINITIVE AGREEMENT.
On August 17, 2005, Aeroflex Incorporated (the "Registrant") entered into
amendments to the Employment Agreements with each of Harvey R. Blau, Michael
Gorin and Leonard Borow, each of whom is an executive officer of the Registrant,
in order to clarify the calculation of pre-tax earnings for purposes of
determining the annual bonus to which such individuals are entitled. Copies of
the amendments are filed as Exhibits 10.1, 10.2 and 10.3 hereto, respectively.
On August 17, 2005, the Registrant entered into a Consulting and Retirement
Agreement with Michael Gorin, the description of which is included in Item 5.02
below and incorporated herein by reference.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(b) On August 17, 2005, the Registrant entered into a Consulting and
Retirement Agreement (the "Agreement") with Michael Gorin. Pursuant to the
Agreement, Mr. Gorin will resign as Vice Chairman and Chief Financial Officer,
officer and employee of the Registrant and its subsidiaries and affiliates
effective as of December 31, 2005 (the "Termination Date"), subject to earlier
termination as Chief Financial Officer upon the Registrant's appointment of Mr.
Gorin's successor. Effective upon the Termination Date, and until December 31,
2009, Mr. Gorin shall serve as a consultant to the Registrant and shall be
entitled to receive a consulting fee equal to his salary in effect on the
Termination Date, subject to annual cost-of-living increases.
Mr. Gorin is entitled to continue to receive his salary through the
Termination Date and his bonus for the fiscal year ended June 30, 2005. In lieu
of the annual bonus which would otherwise have been payable to Mr. Gorin for the
fiscal year ended June 30, 2006, the Registrant has agreed to pay Mr. Gorin the
sum of $1,000,000, payable $500,000 on January 1, 2006 and $500,000 on July 1,
2006.
The foregoing description is subject to, and qualified in its entirety by,
the Agreement, a copy of which is filed as Exhibit 10.4 hereto.
(c) On August 17, 2005, the Board of Directors appointed Leonard Borow as
President of the Company. Mr. Borow has been an employee of the Registrant in
various executive positions since November 1989 and has been Chief Operating
Officer since October 1991, a director since November 1992, Secretary since
November 1993 and one of the Registrant's Vice Chairmen from February 2004 until
his appointment as President.
(d) On August 17, 2005, upon the recommendation of the Ethics, Nominating
and Governance Committee of the Board of Directors, the Board of Directors
appointed Mr. Barton Strong as a member of the Board of Directors. Mr. Strong
was also appointed as a member of the Ethics, Nominating and Governance
Committee and the Compensation Committee upon the
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recommendation of the Ethics, Nominating and Governance Committee.
There is no arrangement or understanding between Mr. Strong 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. Strong has a direct or indirect material interest.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BY-LAWS; CHANGE IN FISCAL
YEAR.
On August 17, 2005, the Board of Directors of the Registrant amended the
By-Laws of the Registrant to make such By-Laws consistent with actions taken
with regard to Messrs. Gorin and Borow, as described in Item 5.02 above. Among
other things, Article V, Officers, was amended to provide for the position of
President and to eliminate the requirement that there be two Vice Chairmen.
Reference is made to the By-Laws of the Registrant, as amended through August
17, 2005, which By-Laws are attached hereto as Exhibit 3 and incorporated herein
by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
3 By-Laws of Aeroflex Incorporated, as amended through August 17, 2005
10.1 Amendment No. 5 to Employment Agreement between Aeroflex Incorporated
and Harvey R. Blau dated as of August 17, 2005
10.2 Amendment No. 5 to Employment Agreement between Aeroflex Incorporated
and Michael Gorin dated as of August 17, 2005
10.3 Amendment No. 5 to Employment Agreement between Aeroflex Incorporated
and Leonard Borow dated as of August 17, 2005
10.4 Consulting and Retirement Agreement between Aeroflex Incorporated and
Michael Gorin dated as of August 17, 2005
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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/Charles Badlato
--------------------------------------
Name: Charles Badlato
Title: Vice President and Treasurer
Date: August 22, 2005
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EXHIBIT INDEX
3 By-Laws of Aeroflex Incorporated, as amended through August 17, 2005
10.1 Amendment No. 5 to Employment Agreement between Aeroflex Incorporated
and Harvey R. Blau dated as of August 17, 2005
10.2 Amendment No. 5 to Employment Agreement between Aeroflex Incorporated
and Michael Gorin dated as of August 17, 2005
10.3 Amendment No. 5 to Employment Agreement between Aeroflex Incorporated
and Leonard Borow dated as of August 17, 2005
10.4 Consulting and Retirement Agreement between Aeroflex Incorporated and
Michael Gorin dated as of August 17, 2005.
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