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): December 5, 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)
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(Former Name or Former Address, if Changed Since Last Report)
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; Compensatory Arrangements of
Certain Officers.
On December 5, 2006, Aeroflex Incorporated (the "Registrant") entered into
an Employment Agreement (the "Agreement") with John E. Buyko (the "Executive"),
Executive Vice President of the Registrant and the President of the Aeroflex
Microelectronics Solutions business unit of the Registrant. The Agreement is for
a term of approximately three years, ending on December 31, 2009, and provides
for a base salary of $350,000 per year, subject to an annual cost of living
adjustment, and a discretionary bonus. Executive is entitled to participate in
certain employee benefit plans of the company, receive reimbursement of certain
expenses, and receive severance payments upon termination of his employment
under certain circumstances, as more fully set forth in the Agreement.
The Agreement supersedes any prior employment agreements with Executive,
including those with subsidiaries of the Registrant.
The above is a brief summary of the Agreement and does not purport to be
complete. Reference is made to the Agreement for a full description of its
terms, a copy of which is attached hereto as Exhibit 10.1 and incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Employment Agreement, dated December 5, 2006, between Aeroflex Incorporated
and John E. Buyko
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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/Charles Badlato
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Name: Charles Badlato
Title: Vice President - Treasurer
Date: December 7, 2006
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Exhibit Index
10.1 Employment Agreement, dated December 5, 2006, between Aeroflex Incorporated
and John E. Buyko