-----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, MD70PY+KzV3CICNnjPFsgsF0bcnuTDvhLD+qJ6r+S1ITU+fJiR7ctgJ/EjR3TUZJ k/G0Vjuo3u2ST/KcFGb1/A== 0000932214-05-000111.txt : 20050311 0000932214-05-000111.hdr.sgml : 20050311 20050311163156 ACCESSION NUMBER: 0000932214-05-000111 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050311 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050311 DATE AS OF CHANGE: 20050311 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08037 FILM NUMBER: 05675898 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 8-K 1 material8k0305.txt CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): MARCH 11, 2005 AEROFLEX INCORPORATED (Exact Name of Registrant as Specified in Charter) DELAWARE 000-02324 11-1974412 (State of Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 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) N/A (Former name or former address, if changed since last report) ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On March 11, 2005, Aeroflex Incorporated (the "Registrant") and Carl Caruso, Vice President -Manufacturing of the Registrant, entered into an amendment (the "Amendment") to the Employment Agreement between the Registrant and Mr. Caruso. Pursuant to the Amendment, following the expiration of the employment term under the Employment Agreement, which is currently scheduled to expire on November 6, 2006, but automatically extends for successive one-year periods, Mr. Caruso will provide consulting services to the Registrant for a three-year period and receive an annual consulting fee equal to two-thirds of his annual salary upon the termination of his employment. A copy of the Amendment is filed as Exhibit 10.1 hereto. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) 10.1 Amendment dated as of March 11, 2005 between Aeroflex Incorporated and Carl Caruso. 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. AEROFLEX INCORPORATED By: /s/Michael Gorin ---------------------- Name: Michael Gorin Title: Vice Chairman Dated: March 11, 2005 3 EX-10.1 2 amendemployagt.txt AMENDMENT AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT, made and entered into as of March __ 2005, between Aeroflex Incorporated, a Delaware corporation, with its principal office located at 35 South Service Road, Plainview, NY 11803 (together with its successors and assigns permitted under this Agreement, the "Company"), and Carl Caruso, who resides at 5 Flamingo Drive, Smithtown, NY 11787 (the "Employee"). W I T N E S S E T H: WHEREAS, the Company and Executive entered into an Employment Agreement dated as of November 6, 2003 (hereinafter the "Employment Agreement"); and WHEREAS, the Company and Executive desire to modify said Employment Agreement. NOW, THEREFORE, the parties hereto agree as follows: 1. A new Paragraph 27 shall be added to the Employment Agreement, as follows, effective as of the date hereof: 27. CONSULTING PERIOD. (a) General. Effective upon the end of the Employment Term (but only ------- if the Employment Term ends by reason of its expiration or, if earlier, upon termination of the Employee's employment by mutual agreement), the Employee shall become a consultant to Aeroflex, in recognition of the continued value to Aeroflex of his extensive knowledge and expertise. Unless earlier terminated, as provided in Section 27(e), the Consulting Period shall continue for three years. (b) Duties and Extent of Services. ----------------------------- (i) During the Consulting Period, the Employee shall consult with Aeroflex and its senior executive officers regarding its respective businesses and operations. Such consulting services shall not require more than 50 days in any calendar year, nor more than one day in any week, it being understood and agreed that during the Consulting Period the Employee shall have the right, consistent with the prohibitions of Sections 9 and 10 above, to engage in full-time or part-time employment with any business enterprise that is not a competitor of Aeroflex. (ii) During the Consulting Period, the Employee shall not be obligated to serve as a member of the Board or to occupy any office on behalf of Aeroflex or any of its Subsidiaries. (c) Compensation. During the Consulting Period the Employee shall ------------------------------------------ receive from Aeroflex each year an amount equivalent to two-thirds of his Salary at the end of the Employment Term, payable as provided in Section 3 above. (d) Disability. In the event of Disability during the Consulting ---------- Period, Aeroflex or the Employee may terminate the Employee's consulting services. If the Employee's consulting services are terminated due to Disability, he shall be entitled to compensation, in accordance with Section 27(c), for the remainder of the Consulting Period. (e) Termination. The Consulting Period shall terminate after three ----------- years or, if earlier, upon the Employee's death or upon his failure to perform consulting services as provided in Section 27(b), pursuant to 30 days' written notice by Aeroflex to the Employee of the grounds constituting such failure and reasonable opportunity afforded the Employee to cure the alleged failure. Upon any such termination, payment of consulting fees and benefits shall cease. (f) Other. During the Consulting Period, the Employee shall be ----- entitled to expense reimbursement pursuant to the terms of Section 6. 2. Except as specifically provided in this Amendment, the Employment Agreement is in all other respects hereby ratified and confirmed without amendment. IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the day and year first above written. AEROFLEX INCORPORATED By: /s/Michael Gorin --------------------------------------- Michael Gorin, Vice Chairman /s/Carl Caruso --------------------------------------- Carl Caruso -----END PRIVACY-ENHANCED MESSAGE-----