-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HWohsdwziVT7V9kmJk2ZrBaBLIHKGklEPu6q4t54KHedDLthg4yWnbumP8ZnNc9u ErpW87yJ6lVAvgdTheX+vw== 0000932214-02-000062.txt : 20020607 0000932214-02-000062.hdr.sgml : 20020607 20020604095140 ACCESSION NUMBER: 0000932214-02-000062 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020604 GROUP MEMBERS: AEROFLEX INCORPORATED GROUP MEMBERS: TESTCO ACQUISITION CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IFR SYSTEMS INC CENTRAL INDEX KEY: 0000785546 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 481197645 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37953 FILM NUMBER: 02669508 BUSINESS ADDRESS: STREET 1: 10200 W YORK ST CITY: WICHITA STATE: KS ZIP: 67215 BUSINESS PHONE: 3165224981 MAIL ADDRESS: STREET 1: 10200 WEST YORK STREET CITY: WICHITA STATE: KS ZIP: 67215 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AEROFLEX INC CENTRAL INDEX KEY: 0000002601 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 111974412 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 35 S SERVICE RD CITY: PLAINVIEW STATE: NY ZIP: 11803 BUSINESS PHONE: 5166946700 MAIL ADDRESS: STREET 1: 35 S SERVICE ROAD CITY: PLAINVIEW STATE: NY ZIP: 11803 FORMER COMPANY: FORMER CONFORMED NAME: ARX INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: AEROFLEX LABORATORIES INC DATE OF NAME CHANGE: 19851119 SC TO-T/A 1 arxschedule13damen1-live.txt 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. 5) * SCHEDULE 13D (AMENDMENT NO. 1) 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 & Flom LLP Blau, Kramer, Wactlar & 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. *** The filing fee was previously paid.
[ ] 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. 5 to Schedule TO also constitutes Amendment No. 1 to the Schedule 13D of the Filing Persons with respect to the Securities of the Subject Company purchased by the Filing Persons in the Offer, including the initial period of the Subsequent Offering Period thereof. The information contained herein and in the Tender Offer Statement on Schedule TO, as amended, is incorporated by reference for purposes of the Schedule 13D. ============================================================================== SCHEDULE 13D CUSIP No. 449507102 - ----------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Aeroflex Incorporated IRS Id. No: 11-1974412 ------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (X) ----------------------------------------------------------------------- 3. SEC USE ONLY ----------------------------------------------------------------------- 4. SOURCE OF FUNDS* WC ----------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ( ) ----------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES _________________________________________ BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 7,273,333 EACH _________________________________________ REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH _________________________________________ 10. SHARED DISPOSITIVE POWER 7,273,333 ----------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,273,333 ----------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 87.8%(1) ------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - ------------------------ (1) Based on the 8,282,009 shares issued and outstanding as of the close of business on April 12, 2002. SCHEDULE 13D CUSIP No. 449507102 ----------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Testco Acquisition Corp. IRS Id. No: 32-0010978 ------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (X) ------------------------------------------------------------------- 3. SEC USE ONLY ------------------------------------------------------------------- 4. SOURCE OF FUNDS* AF ------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ( ) ------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES _____________________________________ BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 7,273,333 EACH _____________________________________ REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH _____________________________________ 10. SHARED DISPOSITIVE POWER 7,273,333 ------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,273,333 ------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 87.8%(1) ------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - ---------------- (1) Based on the 8,282,009 shares issued and outstanding as of the close of business on April 12, 2002. This Amendment No. 5 to the Tender Offer Statement on Schedule TO (the "Schedule TO"), filed initially with the Securities and Exchange Commission on April 19, 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 (the "Offer Price"), 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. Items 8 and 11. Interest in Securities of the Subject Company; Additional Information. Items 8 and 11 of the Schedule TO are hereby amended and supplemented to add the following: The initial period of the Subsequent Offering Period of the Offer expired at 11:59 p.m. New York City time on Monday, June 3, 2002. During this period, the Purchaser accepted for payment all Shares validly tendered pursuant to the Offer as such Shares were tendered. The Purchaser was informed by the Depositary that approximately 7,273,333 Shares were validly tendered as of the expiration of the initial period of the Subsequent Offering Period (including the Shares previously tendered during the initial period of the Offer and accepted for purchase), including approximately 5,250 Shares tendered by notice of guaranteed delivery. This number of Shares represented approximately 87.8% of the issued and outstanding Shares of the Company. In accordance with the terms of the Merger Agreement, Aeroflex has determined to extend the Subsequent Offering Period during which holders of Shares may tender their Shares and receive the Offer Price. The Subsequent Offering Period has been extended and now will expire at 11:59 p.m. New York City time on Friday, June 14, 2002. As previously disclosed, during the Subsequent Offering Period, Shares will be accepted and promptly paid for as they are tendered. Shares that are tendered during the Subsequent Offering Period may not be withdrawn. In accordance with applicable law, Aeroflex and the Purchaser may not further extend the Subsequent Offering Period. On June 4, 2002, Aeroflex issued a press release announcing the extension of the Subsequent Offering Period. A copy of the press release is attached hereto as Exhibit (a)(12) and is incorporated herein by reference. Item 12. Exhibits. Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit: (a)(12) Press Release, dated June 4, 2002. 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/ Michael Gorin ----------------- Name: Michael Gorin Title: President AEROFLEX INCORPORATED By: /s/ Michael Gorin ----------------- Name: Michael Gorin Title: President and Chief Financial Officer Dated: June 4, 2002 EX-99 3 arxpressrelease-live.txt NEWS RELEASE FOR IMMEDIATE RELEASE --------------------- FOR FURTHER INFORMATION CONTACT: Investor Inquiries: Media Inquiries: - ------------------ --------------- Michael Gorin Andrew Merrill, David Pitts President and Chief Financial Officer The Abernathy MacGregor Group (516) 694-6700 (212) 371-5999 AEROFLEX INCORPORATED EXTENDS SUBSEQUENT OFFERING PERIOD OF TENDER OFFER FOR IFR SYSTEMS, INC. PLAINVIEW, NY June 4, 2002 Aeroflex Incorporated (Nasdaq Symbol: ARXX) announced today the extension of the subsequent offering period of its tender offer for all of the outstanding shares of IFR Systems, Inc. (Nasdaq Symbol: IFRS), at a price of $1.35 per share. The initial period of the subsequent offering period expired at 11:59 p.m., New York City time, on Monday, June 3, 2002. Based on information provided by American Stock Transfer & Trust Company, the depositary for the tender offer, approximately 7,273,333 shares of IFR were tendered (including approximately 5,250 shares tendered by notice of guaranteed delivery) through the initial expiration of the subsequent offering period (including shares purchased in the initial period of the tender offer). This number of shares represents approximately 87.8% of the outstanding shares of IFR. Aeroflex, through its wholly owned subsidiary Testco Acquisition Corp., accepted for payment all shares validly tendered during the subsequent offering period as such shares were tendered. In accordance with the terms of the merger agreement among Aeroflex, IFR and Testco Acquisition, Aeroflex has determined to extend the subsequent offering period for the IFR tender offer until 11:59 p.m. New York City time on Friday, June 14, 2002. As previously announced, during the subsequent offering period shares of IFR will be accepted and promptly paid for as they are tendered. The same price paid during the initial offering is extended through the subsequent offering period: $1.35 per share, net to the seller in cash. Shares that are tendered during the subsequent offering period may not be withdrawn. In accordance with applicable law, the subsequent offering period may not be further extended. To tender shares during the subsequent offering period, IFR stockholders should use the letter of transmittal that was previously sent to IFR stockholders. Additional copies of the letter of transmittal and related documents can be obtained from MacKenzie Partners, Inc., the information agent for the offer, at (800) 322-2885. Any remaining publicly held shares after the subsequent offering period will be acquired for $1.35 per share in a subsequent second-step merger transaction upon satisfaction or waiver of the conditions to the merger under the merger agreement, including the approval of the merger agreement by holders of shares if required by applicable law. As a result of the purchase of shares by Testco Acquisition in the tender offer, Testco has sufficient voting power to approve the merger without the vote of any other holder of shares. In addition, if Testco acquires 90% or more of the outstanding shares pursuant to the tender offer (including during the subsequent offering period), pursuant to the option to purchase shares granted by IFR under the merger agreement, or otherwise, then the merger would be completed without a vote of holders of shares, in accordance with applicable law. About Aeroflex Aeroflex Incorporated, through its subsidiaries, designs, develops and manufactures state-of-the-art microelectronic module, integrated circuit, interconnect and testing solutions used in broadband communication applications. The Company's common stock trades on the Nasdaq National Market System under the symbol ARXX and is included in the S&P SmallCap 600 index. Additional information concerning Aeroflex Incorporated can be found on the Company's Web site: www.aeroflex.com. About IFR IFR is a leading designer and manufacturer of advanced wireless test solutions for communications, avionics and general test and measurement applications. For more information about IFR in the United States, contact: IFR, 10200 West York Street, Wichita, Kansas, 67215-8999. Contact IFR via e-mail at info@IFRSys.com, on the Web at www.IFRSys.com, or by telephone at (800) 835-2352 or (316) 522-4981. This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer is made only through the offer to purchase, letter of transmittal and related tender documents (the "Tender Offer Documents") filed by Aeroflex Incorporated with the Securities and Exchange Commission ("SEC") on April 19, 2002 as exhibits to Aeroflex's Tender Offer Statement on Schedule TO, as amended. In addition, IFR Systems, Inc. also filed with the SEC on April 19, 2002 a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Solicitation/Recommendation Statement") with respect to the 2 offer. Investors and security holders are strongly advised to read the Tender Offer Documents and the Solicitation/Recommendation Statement because they contain important information that should be read carefully before any decision is made with respect to the offer. Investors and security holders may obtain a free copy of these statements and other documents filed by both Aeroflex Incorporated and IFR Systems, Inc. at the SEC's website, http://www.sec.gov. In addition, the Tender Offer Documents and Solicitation/Recommendation Statement may be obtained free by directing such requests to MacKenzie Partners, Inc., the Information Agent for the offer, at (800) 322-2885, Aeroflex Incorporated at (516) 694-6700 or IFR Systems, Inc. at (316) 522-4981. All statements other than statements of historical fact included in this press release regarding Aeroflex's financial position, business outlook, business strategy and plans and objectives of its management for future operations are forward-looking statements. When used in this press release, words such as "anticipate," "believe," "estimate," "expect," "intend" and similar expressions, as they relate to Aeroflex or its management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of Aeroflex's management, as well as assumptions made by and information currently available to its management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including but not limited to, competitive factors and pricing pressures, completion of the merger and integration of the business of IFR, changes in legal and regulatory requirements, technological change or difficulties, product development risks, commercialization difficulties and general economic conditions. Such statements reflect our current views with respect to the future and are subject to these and other risks, uncertainties and assumptions relating to Aeroflex's financial condition, results of operations, growth strategy and liquidity. 3 -----END PRIVACY-ENHANCED MESSAGE-----