UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): February 7, 2006
AEROFLEX INCORPORATED
(Exact Name of Registrant as Specified in Charter)
Delaware 000-02324 11-1974412
(State or 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)
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 2.02. Results of Operations and Financial Condition.
On February 7, 2006, Aeroflex Incorporated (the "Registrant") issued a
press release announcing the Registrant's financial results for the second
fiscal quarter ended December 31, 2005. A copy of the Registrant's press release
is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release, dated February 7, 2006
The information filed as an exhibit to this Form 8-K is being
furnished in accordance with Item 2.02 and shall not be deemed to be "filed" for
the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange
Act"), or otherwise subject to the liabilities of such section, nor shall such
information be deemed incorporated by reference in any filing under the
Securities Act of 1933 or the Exchange Act, except as shall be expressly set
forth by specific reference in such a filing.
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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/John Adamovich, Jr.
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John Adamovich, Jr.
Senior Vice President and
Chief Financial Officer
Date: February 7, 2006
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Exhibit Index
99.1 Press Release, dated February 7, 2006
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