-----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, GDtHVlxRhmXBe1F/ImcuiMGGmv57WgjZ1moM++2MI7odmjfp1EWq1J7kUTP2Gdx4 pmYG5mc0z/Y5ToPGKF/IaA== 0001341004-07-001676.txt : 20070523 0001341004-07-001676.hdr.sgml : 20070523 20070523084039 ACCESSION NUMBER: 0001341004-07-001676 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070522 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070523 DATE AS OF CHANGE: 20070523 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: 07872576 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 aero-8k.htm FORM 8-K

 

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, 2007 (May 22, 2007)

AEROFLEX INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

_____________________

 

DELAWARE

(State or Other Jurisdiction of

Incorporation)

 

000-02324

(Commission File Number)

11-1974412

(I.R.S. Employer Identification No.)

35 South Service Road

Plainview, New York

(Address of Principal Executive Offices)

 

 

11803

(Zip Code)

 

Registrant’s telephone number including area code: (516) 694-6700

No change since last report

(Former Name or 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:

 

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))

 

 


 

 

Item 8.01. Other Events.

On May 22, 2007, Aeroflex Incorporated (the "Company") issued a press release announcing that its Board of Directors (the "Board") has determined, in accordance with the terms of the Agreement and Plan of Merger ("Merger Agreement"), dated as of March 2, 2007, by and among AF Holdings, Inc., AF Merger Sub, Inc. and the Company, that the revised proposal received from The Veritas Capital Fund III, L.P. ("Veritas"), pursuant to which the Company's stockholders would receive $14.50 per share in cash, constitutes a Superior Proposal (as such term is defined in the Merger Agreement). In making this determination, the Company's Board was assisted by Bear, Stearns & Co. Inc. and Banc of America Securities LLC, its financial advisors, and by Skadden, Arps, Slate, Meagher & Flom LLP, its outside legal counsel.

On May 22, 2007, the Board gave written notice to an affiliate of General Atlantic and Francisco Partners that it is prepared to terminate the Merger Agreement to enter into an agreement with respect to the Superior Proposal received from Veritas. As a result, the Company will be entitled to terminate the Merger Agreement if such affiliate of General Atlantic and Francisco Partners does not make, within three business days following the receipt of such notice, a binding, written and complete proposal that would cause the proposal received from Veritas to no longer constitute a Superior Proposal. In the event of a termination of the Merger Agreement by the Company, General Atlantic and Francisco Partners will be entitled to a $15 million fee from the Company, plus the payment of General Atlantic's and Francisco Partners' expenses up to $7.5 million. As discussed in the Company's Form 8-K dated May 14, 2007, General Atlantic and Francisco Partners have contested the Board's determination that Veritas is an Excluded Party (as such term is defined in the Merger Agreement) and may claim to be entitled to a $30 million fee from the Company, plus the payment of General Atlantic's and Francisco Partners' expenses up to $7.5 million, in the event of a termination of the Merger Agreement by the Company.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

 


 

 

Item 9.01. Exhibits.

(d) Exhibits

Exhibit No.

Exhibit Description

99.1

Press Release, dated May 22, 2007.

 

 


 

 

SIGNATURE

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/ John Adamovich, Jr.

 

 

Name:

John Adamovich, Jr.

 

 

Title:

Senior Vice President

 

 

 

and Chief Financial Officer

 

Dated: May 23, 2007

 

 

 


 

 

Exhibit Index

Exhibit No.

Description

99.1

Press Release, dated May 22, 2007.

 

 

 

 

 

 

 EX-99 2 aero-ex99.htm EXH. 99.1 -- PRESS RELEASE

Exhibit 99.1

NEWS RELEASE

[Aeroflex Logo]

 

FOR IMMEDIATE RELEASE

FOR FURTHER INFORMATION CONTACT:

Investor Inquiries:

Leonard Borow

President and Chief Operating Officer

(516) 694-6700

AEROFLEX DECLARES VERITAS PROPOSAL SUPERIOR; GIVES NOTICE THAT IT IS PREPARED TO TERMINATE THE MERGER AGREEMENT WITH AFFILIATES OF GENERAL ATLANTIC AND FRANCISCO PARTNERS

PLAINVIEW, NEW YORK, May 22, 2007 – Aeroflex Incorporated (Nasdaq: ARXX) announced today that its Board of Directors has determined, in accordance with the terms of the merger agreement with affiliates of General Atlantic and Francisco Partners, that the revised proposal received from Veritas Capital, pursuant to which Aeroflex's stockholders would receive $14.50 per share in cash, constitutes a superior proposal. In making this determination, the Board was assisted by Bear, Stearns & Co. Inc. and Banc of America Securities LLC, its financial advisors, and by Skadden, Arps, Slate, Meagher & Flom LLP, its outside legal counsel.

The Board today has given written notice to an affiliate of General Atlantic and Francisco Partners that it is prepared to terminate the merger agreement to enter into an agreement with respect to the superior proposal received from Veritas Capital. As a result, Aeroflex will be entitled to terminate the merger agreement if such affiliate of General Atlantic and Francisco Partners does not make, within three business days following the receipt of such notice, a binding, written and complete proposal that would cause the proposal received from Veritas Capital to no longer constitute a superior proposal. In the event of a termination of the merger agreement by Aeroflex, General Atlantic and Francisco Partners will be entitled to a $15 million fee from Aeroflex, plus the payment of General Atlantic's and Francisco Partners' expenses up to $7.5 million. As discussed in Aeroflex's Form 8-K dated May 14, 2007, General Atlantic and Francisco Partners have contested the Board's determination that Veritas Capital is an "excluded party," and may claim to be entitled to a $30 million fee from Aeroflex, plus the payment of General Atlantic's and Francisco Partners' expenses up to $7.5 million, in the event of a termination of the Merger Agreement by Aeroflex.

About Aeroflex

Aeroflex Incorporated (Nasdaq: ARXX) is a global provider of high technology solutions to the aerospace, defense, cellular and broadband communications markets. The Company’s diverse technologies allow it to design, develop, manufacture and market a broad range of test, measurement and microelectronic products. The Company’s common stock trades on the Nasdaq National Market System under the symbol ARXX and is included in the SAP Small Cap 600 index. Additional information concerning Aeroflex Incorporated can be found on the Company’s Web site: www.aeroflex.com.

Forward Looking Statements

This release contains forward-looking statements, which are subject to various risks and uncertainties. Discussion of risks and uncertainties that could cause actual results to differ materially from management’s current projections, forecasts, estimates and expectations is contained in Aeroflex’s filings with the SEC. Specifically, Aeroflex makes reference to the section entitled “Risk Factors” in its annual and quarterly reports. In addition to the risks and uncertainties set forth in Aeroflex’s SEC reports or periodic reports, the proposed transaction mentioned in this release could be affected by, among other things, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the outcome of any legal proceedings that may be instituted against Aeroflex and others related to the merger agreement; failure to obtain stockholder approval or any other failure to satisfy other conditions required to complete the merger, including required regulatory approvals; risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; the amount of the costs, fees, expenses and charges related to the merger and the execution of certain financings that will be obtained to consummate the merger; and the impact of the substantial indebtedness incurred to finance the consummation of the merger.

 

 

 

Additional Information and Where to Find It

Additional information is set forth in Aeroflex's definitive proxy statement, filed with the SEC on April 26, 2007 and furnished to Aeroflex's stockholders. STOCKHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT DISTRIBUTED TO STOCKHOLDERS BECAUSE IT CONTAINS IMPORTANT INFORMATION. Aeroflex’s stockholders are able to obtain, without charge, a copy of the proxy statement and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. Aeroflex's stockholders are also able to obtain, without charge, a copy of the proxy statement and other relevant documents by directing a request by mail or telephone to the Corporate Secretary, Aeroflex Incorporated, 35 South Service Road, P.O. Box 6022, Plainview, New York 11803, telephone: (516) 694-6700, or from Aeroflex's website, http://www.aeroflex.com.

 

 

 

 

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