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): August 16, 2006
AEROFLEX INCORPORATED
(Exact Name of Registrant as Specified in Charter)
Delaware 000-02324 11-1974412
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
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 a Material Definitive Agreement.
Second Amendment to Supplemental Executive Retirement Plan
On August 16, 2006, the Compensation Committee of the Board of Directors of
Aeroflex Incorporated (the "Registrant") approved a second amendment (the
"Second Amendment") to the Aeroflex Incorporated Supplemental Executive
Retirement Plan of the Registrant (the "SERP"). In part, the amendment to the
SERP serves to bring the provisions of the SERP into compliance with Section
409A of the Internal Revenue Code of 1986, as amended ("Section 409A"). The
Second Amendment became effective as of August 16, 2006 and includes the
following material terms:
o The compensation used to determine the benefits payable under the
SERP will include actual compensation paid in partial calendar
years. Previously, under the terms of the SERP, the compensation
used to determine the benefits payable under the SERP included
only compensation paid in completed calendar years.
o Payments that are to be made due to a separation from service,
including due to a change in control, (other than due to death)
must be delayed at least six months if such payments would
otherwise result in additional taxation under Section 409A.
o The payments due under the SERP will be paid in a lump sum to a
participant who incurs a termination of service within twelve
months after a change in control. The SERP originally provided
for monthly payment of benefits under these circumstances.
The above is a brief summary of the Second Amendment and does not purport to be
complete. Reference is made to the Second Amendment for a full description of
its terms, a copy of which is attached hereto as Exhibit 10.1 and incorporated
herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Second Amendment to the Aeroflex Incorporated Supplemental Executive
Retirement Plan
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SIGNATURES
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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.
AEROXFLEX INCORPORATED
By: /s/ John Adamovich, Jr.
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Name:John Adamovich, Jr.
Title:Senior Vice President
and Chief Financial
Officer
Date: August 22, 2006
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Exhibit Index
10.1 Second Amendment to the Aeroflex Incorporated Supplemental Executive
Retirement Plan