8-K/A 1 a05-14322_18ka.htm 8-K/A

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K/A

 

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
Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
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)

 

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):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 

This filing amends the Registrant’s current report on Form 8-K dated May 23, 2005 regarding the Registrant’s acquisition from UbiNetics Holdings Limited of all of the stock of UbiNetics Limited , as well as certain assets located in India, Japan and Hong Kong, all of which constitute the test and measurement business of UbiNetics Holdings Limited (such acquired business being collectively referred to as the “SPG division of UbiNetics Holdings Limited”), and includes the required financial statements as follows:

 

Item 9.01. Financial Statements and Exhibits.

 

(a)           Financial Statements of Business Acquired.

 

The financial statements of the SPG division of UbiNetics Holdings Limited are attached hereto as Exhibit 99.1.

 

(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 the original form 8-K was required to be filed.

 

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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 and Chief

 

Financial Officer

 

 

 

 

Date: August 5, 2005

 

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Financial statements of the SPG division of UbiNetics Holdings Limited

 

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