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, 1998
IFR SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-14224 48-0777904
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
10200 West York, Wichita, Kansas 67215
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (316) 522-4981
ITEM 5. OTHER EVENTS
Effective January 30, 1998, IFR Systems, Inc. (the "Company")
reorganized its corporate structure into a "holding company" structure. As a
result, the Company, whose name has been changed to IFR Instruments, Inc., is
now an operating subsidiary of the new holding company and the former
stockholders of the Company are now stockholders of the new holding company.
The new holding company (sometimes referred to herein as "Registrant") has
been given the Company's former name, IFR Systems, Inc.
The reorganization was effected under Section 251(g) of the
Delaware General Corporation Law (the "DGCL") and did not require the
approval of the Company's shareholders. The reorganization was accomplished
by first creating a wholly owned subsidiary of the Company, IFR Holding
Corporation ("Holding"), and a wholly owned subsidiary of Holding called IFR
Merger Corporation ("Merger Corporation"). Holding, Merger Corporation, and
the Company are all Delaware corporations.
On January 30, 1998, Merger Corporation was merged with and into
the Company. The Company is the surviving Corporation in the merger. Each
share of the Company's issued and outstanding common stock, par value $.01
per share, was automatically converted in the merger into a share of common
stock, par value $.01 per share, of Holding and all options to acquire the
Company's common stock were converted into identical options to purchase
common stock of Holding on the same terms and conditions as the former
options. As a part of the merger, the Company's corporate name was changed
to IFR Instruments, Inc., and immediately after the merger became effective,
the corporate name of Holding was changed to IFR Systems, Inc., the Company's
former name and the Registrant's current name.
Each outstanding stock certificate representing shares of the
Company's common stock now represents an equal number of shares of common
stock of the new holding company. Because the new holding company has the
same name as the former name of the Company, IFR Systems, Inc., stockholders
do not need to exchange their existing stock certificates for new stock
certificates of Registrant.
In the merger, the Company's existing Rights Agreement, dated
February 28, 1989, with Harris Bank and Trust Company and the rights granted
under such agreement were assumed by Registrant. Until certain events
described in the rights agreement occur, the rights are represented by the
stock certificates to which they relate and are not separately transferable.
The certificate of incorporation and bylaws of Registrant contain
identical terms to those contained in the Company's certificate of
incorporation and bylaws as in effect immediately prior to the merger except
for certain matters that do not materially affect the rights of stockholders
as permitted by the DGCL.
Pursuant to Rule 12g-3, Registrant's common stock, par value $0.01
per share, is deemed to be registered under Section 12(g) of the Securities
Exchange Act of 1934, as amended. Accordingly this report is filed to report
that Registrant is the successor issuer of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) The following exhibits are filed herewith:
Exhibit No. Description
2 Agreement and Plan of Merger of IFR Systems, Inc.
with IFR Merger Corporation, dated as of January
20, 1998.
3.01 Amended and Restated Certificate of Incorporation
of IFR Systems, Inc.
3.02 By-Laws of the Company. (Incorporated by
reference to Exhibit 3.3 to the Company's
Annual Report on Form 10-K for the year ended
June 30, 1987, File No. 0-14224).
3.03 Amendment to By-Laws of the Company adopted
January 26,1990. (Incorporated by reference to
Exhibit 3.5 to the Company's Annual Report on
Form 10-K for the year ended June 30, 1990,
File No. 0-14224).
4 Rights Agreement, dated as of January 30, 1998,
between IFR Systems, Inc. and Harris Trust and
Savings Bank
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 thereunto duly authorized.
IFR SYSTEMS, INC.
By /s/ Alfred H. Hunt, III
-------------------------------------
Alfred H. Hunt, III
President and Chief Executive Officer
Date: February 2, 1998