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): January 30, 2007
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)
--------------------------------------------------------------------------
(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 January 30, 2007, Aeroflex Incorporated (the "Registrant") entered into
Amendment No. 2 to the Employment Agreement (the "Amendment") with John
Adamovich, Jr. (the "Executive"), Senior Vice President and Chief Financial
Officer of the Registrant. The Amendment provides a deferred compensation
retirement benefit to Executive. Pursuant to the Amendment, effective December
1, 2006 and on each December 1 thereafter, provided the Executive is then still
employed by the Registrant, the Registrant is obligated to credit $50,000 to a
deferred compensation account for the Executive's benefit. Subject to forfeiture
upon the occurrence of any of the events specified in the Amendment, payment of
all amounts in such account shall be made to the Executive at the times set
forth in the Amendment upon certain terminations of employment, disability,
death, or change of control of the Registrant.
The above is a brief summary of the Amendment and does not purport to be
complete. Reference is made to the Amendment 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 Amendment No. 2 to Employment Agreement, dated January 30, 2007, between
Aeroflex Incorporated and John Adamovich, Jr.
2
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.
AEROXFLEX INCORPORATED
By: /s/Charles Badlato
--------------------------------
Name: Charles Badlato
Title: Vice President - Treasurer
Date: February 2, 2007
3
Exhibit Index
10.1 Amendment No. 2 to Employment Agreement, dated January 30, 2007, between
Aeroflex Incorporated and John Adamovich, Jr.