SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
SCHEDULE TO/A
(RULE 14d-100)
Tender Offer Statement Under Section 14(d)(1)
or Section 13(e)(1) of the Securities Exchange Act of 1934
(AMENDMENT NO. 3)
IFR SYSTEMS, INC.
(Name of Subject Company (issuer))
TESTCO ACQUISITION CORP.
a wholly owned subsidiary of
AEROFLEX INCORPORATED
(Names of Filing Persons (offerors))
------------
Common Stock, Par Value $.01 Per Share
(Including the Associated Rights to Purchase Common Stock)
(Title of Class of Securities)
------------
449507102
(CUSIP Number of Class of Securities)
Michael Gorin
President
Aeroflex Incorporated
35 South Service Road
Plainview, NY 11803
Telephone: (516) 694-6700
(Name, address and telephone number
of person authorized to receive notices
and communications on behalf of filing
persons)
Copy to:
Blaine V. Fogg, Esq. Nancy D. Lieberman, Esq.
Skadden, Arps, Slate, Meagher Blau, Kramer, Wactlar
& Flom LLP & Lieberman, P.C.
Four Times Square 100 Jericho Quadrangle
New York, NY 10036 Jericho, NY 11753
Telephone: 212-735-3000 Telephone: 516-822-4820
CALCULATION OF FILING FEE
================================================================================
Transaction Valuation* Amount Of Filing Fee**
$12,485,984 $1,149
- --------------------------------------------------------------------------------
* Estimated for the purpose of calculating the filing fee only in
accordance with Rule 0-11(d) under the Securities Exchange Act of
1934, as amended, based upon (a) $1.35 multiplied by (b) 9,248,877,
representing the number of shares of common stock, par value $.01 per
share of IFR Systems, Inc. (including the associated rights to
purchase common stock, the "Shares") outstanding as of April 19, 2002
plus the maximum number of Shares issuable pursuant to outstanding
options.
** The amount of the filing fee calculated in accordance with Section
13(e) of the Securities Exchange Act of 1934, as amended, equals the
product of .000092 and the transaction value. On April 19, 2002,
$1,029 of the filing fee was paid; $120 of the filing fee is paid
herewith.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number or the Form or Schedule and the date of its filing.
Amount Previously Paid: N/A Form or Registration No.: N/A
Filing party: N/A Date Filed: N/A
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
This Amendment No. 3 to the Tender Offer Statement on Schedule TO
(the "Schedule TO"), filed initially with the Securities and Exchange
Commission on April 19, 2002 and amended and supplemented by Amendment No.
1 thereto dated April 22, 2002 and Amendment No. 2 thereto dated April 29,
2002, relates to the offer by Testco Acquisition Corp., a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of Aeroflex
Incorporated, a Delaware corporation ("Aeroflex"), to purchase all of the
outstanding shares of common stock, par value $.01 per share (including the
associated rights to purchase common stock, the "Shares") of IFR Systems,
Inc., a Delaware corporation (the "Company"), at a price of $1.35 per
Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Purchaser's Offer to Purchase, dated April 19,
2002, and in the related Letter of Transmittal (which together constitute
the "Offer"), previously filed as exhibits (a)(1) and (a)(2), respectively,
the Schedule TO.
In connection with the filing of the Schedule TO on April 19,
2002, only $1,029 of the $1,149 filing fee payable pursuant to Rule 0-11(d)
and Section 13(e) under the Securities Exchange Act of 1934, as amended,
was inadvertently paid; the balance of $120 of the filing fee is being paid
herewith.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
TESTCO ACQUISITION CORP.
By: /s/ Charles Badlato
Name: Charles Badlato
Title: Treasurer
AEROFLEX INCORPORATED
By: /s/ Charles Badlato
Name: Charles Badlato
Title: Treasurer
Dated: May 8, 2002