-----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, JnPSdeBOVdMs3dp8BQySXKho8s5P8w7Rd9Q7sEW91TTj7tnEAAb+JadBDx7fs/Lf ia2lWrfKDVWTWZbmytlLxg== 0001341004-07-002392.txt : 20070817 0001341004-07-002392.hdr.sgml : 20070817 20070817130913 ACCESSION NUMBER: 0001341004-07-002392 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070817 DATE AS OF CHANGE: 20070817 EFFECTIVENESS DATE: 20070817 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: 0816 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-103322 FILM NUMBER: 071064536 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 S-8 POS 1 outsides-8pos.htm OUTSIDE DIRECTORS outsides-8pos.htm


As filed with the Securities and Exchange Commission on August 17, 2007
 
Registration No. 333-103322
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
_______________________
 
FORM S-8
Post-Effective Amendment No. 1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
 
_______________________
 
AEROFLEX INCORPORATED
(Exact name of registrant as specified in its charter)
 
DELAWARE
(State or Other Jurisdiction of
Incorporation)
 
  
11-1974412
(I.R.S. Employer Identification No.)
35 South Service Road
Plainview, New York
 (Address of Principal Executive Offices)
  
 
11803
(Zip Code)
 
Aeroflex Incorporated 2002 Outside Directors’ Stock Option Plan
(Full title of the plan)
______________
 
Leonard Borow
Chief Executive Officer
Aeroflex Incorporated
35 South Service Road
Plainview, New York 11803
(Name and Address of Agent For Service)
 
(516) 694-6700
(Telephone Number, Including Area Code, of Agent for Service)
______________
 


DEREGISTERING OF SHARES
 
This Post-Effective Amendment No.1 relates to the Registration Statement on Form S-8 (File No. 333-103322) of Aeroflex Incorporated (the “Company”).
 
On August 15, 2007, pursuant to the terms of the Agreement and Plan of Merger, dated as of May 25, 2007, by and among AX Holding Corp. (“Parent”), AX Acquisition Corp. (“Merger Sub”) and the Company, Merger Sub merged with and into the Company (the “Merger”), and all shares of Company common stock have been converted into the right to receive $14.50 in cash.
 
As a result of the Merger, there is no longer any common stock of the Company outstanding other than the Company common stock owned by Parent, and the Company intends to deregister all of its outstanding securities.  As a result of the Merger, the Company hereby removes from registration all shares of common stock covered by this Registration Statement, which were not issued by the Company pursuant to the Registration Statement and related prospectus.


SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plainview, New York, on the 16th of August, 2007.


 
AEROFLEX INCORPORATED
     
     
 
By:
/s/ Leonard Borow
   
Leonard Borow
   
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registrant Statement has been signed by the following persons in the capacities and on the dates indicated.
 
Signature
  
Title
  
Date
         
/s/ Leonard Borow
  
Chief Executive Officer and Director
  
August 16, 2007
Leonard Borow
  
(Principal Executive Officer)
    
         
/s/ John Adamovich, Jr.
  
Senior Vice President and Chief Financial Officer
    
John Adamovich, Jr.
  
(Principal Financial Officer)
  
August 16, 2007
         
/s/ Charles Badlato
  
Vice President, Treasurer and Assistant Secretary
    
Charles Badlato
  
(Principal Accounting Officer)
  
August 16, 2007
         

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