8-K 1 form84052605ubi.txt CURRENT REPORT 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): MAY 23, 2005 AEROFLEX INCORPORATED (Exact Name of Registrant as Specified in Charter) DELAWARE 000-02324 11-1974412 ------------------------------------------------------------------------------- (State of Other (Commission (IRS Employer Jurisdiction File Number) Identification No.) of Incorporation) 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 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. (a) On May 23, 2005, Aeroflex Test Solutions Limited ("ATS"), a subsidiary of the Registrant, and UbiNetics Holdings Limited ("UHL") entered into a Sale and Purchase Agreement (the "Purchase Agreement") of even date pursuant to which ATS purchased from UHL all of the stock of UbiNetics Limited ("UL"), as well certain assets located in India, Japan and Hong Kong, all of which constitute UHL's test and measurement business. Pursuant to the Purchase Agreement, ATS paid to UHL (pound)44 million (approximately $81 million) net of cash remaining at UL for the test and measurement business and UHL has the ability to earn up to an additional (pound)2.1 million (approximately $4 million) depending upon the actual level of sales and gross margin of the purchased test and measurement business in excess of approximately $40 million for the Registrant's fiscal year ending June 30, 2006. In connection with the Purchase Agreement, the Registrant entered into a Deed of Guarantee of even date pursuant to which the Registrant has guaranteed the obligations of ATS under the Purchase Agreement. There is no material relationship between the Registrant and its affiliates and any of the parties other than the Purchase Agreement, Deed of Guarantee and other ancillary non-material agreements entered into contemporaneously with the Purchase Agreement. The Purchase Agreement and Deed of Guarantee are attached as Exhibits 10.1 and 10.2 to this Form 8-K. ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. On May 23, 2005, the Registrant, through its ATS subsidiary, acquired from UHL all of the stock of UbiNetics Limited and assets located in India, Japan and Hong Kong, all of which constitute UHL's test and measurement business. The assets owned by UL consist primarily of intellectual property owned by or licensed to UL, computer equipment, technical equipment and office furniture, ATS also acquired the services of the employees that operate the test and measurement business in the United Kingdom. The assets acquired in India, Japan and Hong Kong consist principally of computer equipment and office furniture, as well as the services of employees operating the test and measurement business in those locations. For a description of the consideration paid and the relationship between the parties, see Item 1.01, above, which is incorporated herein by reference. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Business Acquired. The Registrant will file the financial statements required by this Item not later than 71 days after the date on which this Form 8-K is required to be filed. 2 (b) Pro Forma Financial Information. The Registrant will file the financial information required by this Item not later than 71 days after the date on which this Form 8-K is required to be filed. (c) Exhibits. 10.1 Sale and Purchase Agreement dated May 23, 2005 between UbiNetics Holdings Limited and Aeroflex Test Solutions Limited 10.2 Deed of Guarantee dated May 23, 2005 between Aeroflex Incorporated and UbiNetics Holdings Limited 3 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 Date: May 26, 2005