SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-A
APPLICATION FOR REGISTRATION OF SECURITIES ON A NATIONAL
SECURITIES EXCHANGE PURSUANT TO SECTION 12(b) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
AEROFLEX INCORPORATED
(Exact Name of Registrant as Specified in Charter)
Delaware 11-1974412
(State of Incorporation) (I.R.S. Employer Identification No.)
35 South Service Road
Plainview, New York 11803
(Address of Principal Executive Offices)
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A(c)(1) please
check the following box. |_|
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. |_|
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of each Exchange on which
Being Registered Each Class is being Registered
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$10,000,000 principal amount American Stock Exchange
7-1/2% Senior Subordinated Convertible
Debentures due June 15, 2004
Securities to be registered pursuant to Section 12(g) of the Act:
None
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ITEM 1. Description of Registrant's Securities to be Registered
The Debentures have been issued by the Company under an indenture (the
"Indenture"), dated as of June 23, 1994, between the Company, as issuer, and
American Stock Transfer & Trust Company, as Trustee (the "Trustee"). The
following summaries of certain provisions of the Indenture do not purport to be
complete and are subject to, and are qualified in their entirety by reference
to, all of the provisions of the Indenture, including the definitions therein of
certain terms. Wherever particular defined terms of the Indenture are referred
to, such defined terms are incorporated herein by reference.
General
The Debentures are unsecured senior subordinated obligations of the
Company, $10,000,000 aggregate principal amount and will mature June 15, 2004.
The Debentures bear interest at the rate of seven and one-half (7-1/2%)
percent per annum, payable quarterly commencing September 15, 1994, to the
persons in whose names such Debentures are registered at the close of business
on the first day of the month in which the interest is to be paid (the "Interest
Payment Date"). Interest will be computed on the basis of a 360-day year of
twelve 30-day months.
Principal and interest will be payable, and the Debentures may be presented
for conversion, redemption, exchange or transfer, at the office of the Company
or its agent maintained by the Company for such purpose. In addition, payment of
interest will be made by check mailed to the address of the person entitled
thereto as it appears in the register of the holders ("Holders") of the
Debentures on the record date for each interest payment.
The Debentures have been issued only in fully registered form without
coupons, in denominations of $1,000 and any whole multiple thereof. A Holder may
transfer or exchange Debentures in accordance with the Indenture. The Company
may require a Holder, among other things, to furnish appropriate endorsements
and transfer documents and to pay any taxes and fees required by law. The
Company need not transfer or exchange any Debentures if such Debentures have
been selected for redemption.
Conversion Rights
The Debentures will be convertible into shares of the Company's Common
Stock at a price (the "Conversion Price") of $5.625 per share, subject to
adjustment under certain conditions. A Holder may convert his Debentures,
subject to prior redemption, by surrendering them to the Company in accordance
with the terms of the Indenture, at any time after forty (40) days after the
last closing of the Debentures. The right to convert Debentures called for
redemption will expire at the close of business on the fifth Business Day prior
to the redemption date and will be lost if not exercised prior to that time,
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unless the Company defaults in making the payment due upon redemption, in
which case the conversion right will be reinstated.
No payment or adjustment is to be made upon conversion for interest accrued
on the Debentures or for dividends on the Common Stock issued on conversion.
Debentures surrendered for conversion during the period from the close of
business on any record date to the opening of business on the corresponding
Interest Payment Date (except Debentures called for redemption on a redemption
date during such period or on such Interest Payment Date) must be accompanied by
payment of an amount equal to the interest payable on such Debentures on such
Interest Payment Date. The Holders of Debentures at the close of business on a
record date will be entitled to receive the interest payable on the Debentures
on the corresponding Interest Payment Date notwithstanding the conversion
thereof or the Company's default in payment of the interest due on such Interest
Payment Date, subject to certain provisions applicable to defaulted interest. A
Holder of Debentures on a record date who converts Debentures on an Interest
Payment Date will receive the interest and need not include a payment for any
such interest upon surrender of Debentures for conversion.
The Company will not issue fractional shares of Common Stock upon
conversion of the Debentures and, in lieu thereof, will pay a cash adjustment
based upon the last reported sale price of the Common Stock upon the NYSE (or on
such national securities exchange on which the Common Stock is then primarily
traded) on the last trading day prior to the date of conversion.
The Conversion Price will be subject to adjustment upon the occurrence of
certain events, including, (i) the issuance of stock of the Company as a
dividend or distribution on any shares of Common Stock, (ii) subdivisions,
combinations and certain reclassifications of Common Stock, (iii) the issuance
to all holders of Common Stock of certain rights or warrants entitling them to
subscribe for or purchase shares of Common Stock at less than the then current
market price per share (as determined in the manner set forth in the Indenture),
and (iv) the distribution to all holders of Common Stock of any shares of
capital stock of the Company (other than Common Stock), evidences of
indebtedness of the Company or other assets (including securities, but excluding
any rights or warrants referred to above, excluding any dividend or distribution
paid in cash out of the earned surplus of the Company). In addition, the
Conversion Price will be adjusted upon the issuance of Common Stock or of rights
or warrants entitling holders thereof to subscribe for or purchase shares of
Common Stock, or the issuance of securities convertible into or exchangeable for
shares of Common Stock, at less than the then current market price of the Common
Stock, (i) proportionately by the difference between the then current market
price and the price offered to such holders if such price is greater than the
then Conversion Price or (ii) to equal the price offered by the Company to such
holders if such subscription or purchase price is less than the then Conversion
Price.
No adjustment in the Conversion Price will be required unless such
adjustment would require an increase or decrease of at least 1% of the
Conversion Price then in effect; provided, however, that any adjustment that
would otherwise be required to be made will be carried forward and taken into
account in any subsequent adjustment.
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If the Company consolidates or merges into or sells, leases, conveys or
otherwise disposes of all or substantially all of its assets to any person, and
the Debentures are assumed by the successor, the Debentures will become
convertible into the kind and amount of securities, cash or other assets which
the Holders of the Debentures would have owned immediately after the transaction
if the Holders had converted the Debentures immediately before the effective
date of the transaction at the Conversion Price in effect immediately prior to
such effective date.
Redemption
The Debentures may be redeemed by the Company at any time or from time to
time commencing December 15, 1995, at the Company's option, in whole or in part,
upon not less than 30 nor more than 60 days' notice, mailed to the registered
Holders thereof at their last registered addresses, at the redemption prices
(expressed as percentages of the principal amount) set forth below, plus accrued
and unpaid interest to the Redemption Date (and subject to the right of any
record holder to receive the interest payable on the applicable Interest Payment
Date that is on or prior to the Redemption Date). If redeemed during the periods
indicated below, the applicable redemption percentage would be:
<TABLE>
From Through Percentage
----- -------- ----------
<S> <C> <C> <C>
Issuance June 14, 1995 109.0%
June 15, 1995 June 14, 1996 107.5%
June 15, 1996 June 14, 1997 106.0%
June 15, 1997 June 14, 1998 104.5%
June 15, 1998 June 14, 1999 103.0%
June 15, 1999 June 14, 2000 101.5%
June 15, 2000 and thereafter 100.0%
</TABLE>
Debentures in denominations larger than $1,000 may be redeemed in part in
whole multiples of $1,000. If fewer than all the Debentures are redeemed, the
Trustee will select the particular Debentures to be redeemed by such methods as
the Trustee shall deem fair and appropriate and as are in accordance with the
rules and regulations of the applicable self-regulatory organizations.
The Company may redeem the Debentures prior to December 15, 1995 if the
market price of the Common Stock on any 20 trading days during a period of 30
consecutive trading days shall have equalled or exceeded 150% of the then
Conversion Price of the Debentures.
On and after the Redemption Date, unless the Company defaults on the
payment of the redemption price or on interest accrued and unpaid to the
Redemption Date, interest will cease to accrue on Debentures called for
redemption and all rights of Holders of the Debentures will cease except the
right to receive the applicable redemption price, plus interest accrued and
unpaid to the Redemption Date.
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Sinking Fund
The Debentures will be redeemable through the operation of a sinking fund
beginning on September 15, 2000, and on September 15 in each year thereafter to
and including September 15, 2003, upon not less than 30 days notice mailed to
each Holder of the Debentures to be redeemed at the Holder's registered address,
at a sinking fund redemption price equal to 100% of the principal amount thereof
plus accrued interest to the date fixed for redemption (subject to the right of
Holders of record on the relevant record date to receive with interest due on an
Interest Payment Date that is prior to or coincident with the date fixed for
redemption). Prior to September 15 of each of the years from 2000 to 2003,
inclusive, the Company will pay to the Trustee, for a sinking fund payment, cash
sufficient to redeem on such date fixed for redemption, 10% of the aggregate
principal amount of the issued Debentures for the first two years and 15% for
the next two years, sufficient to retire 50% of the issued Debentures prior to
maturity, provided that Debentures converted pursuant to the Indenture or
reacquired or redeemed by the Company (other than Debentures redeemed through
the sinking fund) may be used, at the principal amount thereof, to reduce the
amount of any sinking fund payment. Cash payments for the sinking fund are to be
applied to redeem Debentures.
The Company shall be required to accelerate the redemption of the
Debentures in the event its consolidated net worth as at the last day of any
fiscal quarter, commencing September 30, 1994, is equal to or less than
$15,000,000. In such event, the Company shall, on the last day of the sixth
month thereafter, pay to the Trustee a sum sufficient to retire by redemption
25% of the principal amount of the Debentures plus accrued and unpaid interest
to the date of redemption and shall continue to make like payments semi-annually
thereafter as long as it fails to maintain a minimum consolidated net worth of
$15,000,000.
Subordination of Debentures
The payment of principal of, premium, if any, and interest on the
Debentures will, to the extent set forth in the Indenture, be subordinated and
subject in right of payment to the prior payment in full of all Senior
Indebtedness (as defined below) of the Company, whether outstanding at the date
of the Indenture or later incurred. In the event and during the continuation of
any default in the payment of the principal of, or interest on, any Senior
Indebtedness of the Company or any event of default under any Senior
Indebtedness of the Company, no payment with respect to the principal or
interest on the Debentures will be made by the Company unless and until such
default has been cured or waived. Upon any payment or distribution of the
Company's assets to creditors upon any dissolution, winding up, liquidation,
reorganization, bankruptcy, insolvency, receivership or other proceedings
relating to the Company, whether voluntary or involuntary, the holders of all
Senior Indebtedness of the Company will first be entitled to receive payment in
full prior to any payment upon the principal of, premium, if any, or interest on
the Debentures.
"Senior Indebtedness" means Indebtedness of the Company outstanding at any
time for money borrowed from a bank, financial company or other lending
institution and Indebtedness which is secured by assets of the Company or
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any subsidiary. "Indebtedness" means any debt of the Company for borrowed
money, capitalized leases and purchase money obligations or evidenced by a note,
debenture, letter of credit or similar instrument given in connection with the
acquisition, other than in the ordinary course of business, of any property or
assets; any debt of any subsidiary of the Company described in the preceding
definition which the Company has guaranteed or for which it is otherwise liable;
and any amendment, renewal, extension or refunding of any such debt.
By reason of such subordination, in the event of the insolvency of the
Company, Holders of Debentures may recover less, ratably, than holders of Senior
Indebtedness of the Company.
At March 31, 1994, the principal amount of Senior Indebtedness of the
Company was approximately $12,122,000, consisting primarily of borrowings under
the Company's Second Amended and Restated Loan and Security Agreement.
The Company expects from time to time to incur additional Indebtedness,
including, but not limited to, Senior Indebtedness of the Company. The Indenture
will not prohibit or limit the incurrence of additional indebtedness by the
Company or any of its Subsidiaries, provided such indebtedness is (i) Senior
indebtedness, (ii) debt incurred by the Company or any Subsidiary in the
ordinary course of business, (iii) indebtedness which is expressly junior in
right of payment to the Debentures, (iv) indebtedness secured by the assets of
the Company or any Subsidiary of which the value of the collateral is equal to
at least 50% of the outstanding principal amount of such indebtedness, or (v)
any amendment, renewal, extension or refunding of Senior Indebtedness and any
such debt.
Events of Default, Notice of Waiver
The Indenture provides that, if an Event of Default specified therein shall
have happened and be continuing, either the Trustee or the Holders of 25% in
principal amount of the Debentures then outstanding may declare the principal of
all such Debentures to be due and payable; provided, however, that if any and
all defaults (other than the non-payment of principal and interest on Debentures
then outstanding) shall have been remedied, the Holders of a majority in
aggregate principal amount of Debentures then outstanding may waive such
defaults and rescind and annul such declaration and its consequences.
"Events of Default" are defined in the Indenture as being (i) a default for
ten (10) days in payment of any interest installment; (ii) a default in payment
of principal and premium, if any, when due and payable; (iii) a default in the
deposit of any sinking fund payment when and as due; (iv) a default for twenty
(20) days after written notice to the Company by the Trustee or to the Company
and the Trustee by the Holders of 25% in principal amount of the outstanding
Debentures, in the performance of any other covenant or agreement in the
Indenture; (v) a default under any bond, debenture, note or other evidence of
indebtedness for money borrowed by the Company or under any mortgage, indenture
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or instrument under which there may be issued or by which there may be
secured or evidenced any indebtedness for money borrowed by the Company, which
default shall constitute a failure to pay any portion of interest or principal
when due after any applicable grace period or shall have resulted in such
indebtedness becoming or being declared due and payable without such
indebtedness having been discharged or such acceleration having been rescinded
or annulled, provided, that the aggregate indebtedness in default is in excess
of $100,000; (vi) certain events of bankruptcy, insolvency and reorganization;
(vii) a final judgment or judgments for the payment of money is entered against
the Company or certain subsidiaries and remains unpaid or unstayed or
undischarged for ninety days after all appeal rights have expired; and (viii) in
the event that the Company's reporting obligations pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 are suspended or terminated.
If an Event of Default (other than events relating to bankruptcy,
insolvency and reorganization) occurs and is continuing, the Trustee by written
notice to the Company, or the Holders of at least 25% in principal amount of the
outstanding Debentures by written notice to the Company and the Trustee, may
declare to be due and payable immediately the principal amount of the
outstanding Debentures plus accrued interest to the date of acceleration. In the
Event of Default for certain events of bankruptcy, insolvency and
reorganization, all such principal of and interest on outstanding Debentures
shall immediately become due and payable without any declaration, notice or
other action by the Trustee or any Holder.
Upon the occurrence of an Event of Default, the Holders of a majority in
principal amount of the outstanding Debentures may select a person to serve as a
director of the Company until the Event of Default is cured.
Under the Indenture, the Company shall be required to file annually with
the Trustee a certificate as to the performance and compliance by the Company of
certain of its obligations under the Indenture and as to any default in such
performance.
Merger and Consolidation
The Indenture provides that the Company may not be consolidated with or
merge into another entity, or transfer all or substantially all of its assets in
one or more related transactions, unless (i) the Company shall be the surviving
entity, or the successor shall be a corporation incorporated in the United
States and shall expressly assume by supplemental indenture all the obligations
of the Company under the Debentures and the Indenture, (ii) immediately after
giving effect to such transaction, no Event of Default shall have occurred and
be continuing, (iii) the assuming corporation has a net worth not less than the
consolidated net worth of the Company, and (iv) certain other conditions are
met.
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Covenants
Dividend and Payment Restrictions Affecting Subsidiaries
The Indenture provides that the Company may not, and may not permit any of
its subsidiaries to, directly or indirectly, create or otherwise cause or suffer
to exist or become effective any consensual encumbrance or restriction on the
ability of any subsidiary to (i) pay dividends or make any other distributions
on its capital stock or any other interest or participation in, or measured by,
its profits, owned by the Company or any of its subsidiaries or pay any
Indebtedness owed to the Company or any of its subsidiaries, (ii) make loans or
advances to the Company or any of its subsidiaries, or (iii) transfer any of its
properties or assets to the Company or any of its subsidiaries, except for such
encumbrances or restrictions in existence on the date of the Indenture and
encumbrances or restrictions existing under or by reason of (A) the Indenture
and the Debentures, (B) applicable law, (C) any instrument governing
Indebtedness or capital stock of a person acquired by the Company, or any of its
subsidiaries, in existence at the time of such acquisition (but not in
connection with such acquisition), including any renewals, refundings or
refinancings thereof, provided that the restrictions contained in such renewals,
refundings or refinancings are no more restrictive than those contained in such
instrument at the time of such acquisition, which encumbrance or restriction is
not applicable to any person, or to the properties or assets of any person,
other than the person, or the property or assets of the person, so acquired or
its subsidiaries, (D) by reason of customary non-assignment provisions in leases
entered into in the ordinary course of business and consistent with past
practices, or (E) with respect to clause (iii) above, purchase money obligations
for property acquired in the ordinary course of business. For purposes of the
covenants, a "subsidiary" shall mean any corporation in which the Company,
directly or indirectly, owns more than 50% of the outstanding voting stock.
Restriction on Payment of Dividends and Stock Repurchases
The Company may not (i) declare or pay any dividend or make any
distribution on its capital stock of any class or to its stockholders (other
than dividends or distributions payable in shares of capital stock of the
Company); (ii) purchase, redeem or otherwise acquire or retire for value any
Equity Interests of the Company, any subsidiary or other affiliate (other than
any such Equity Interests owned by the Company or any subsidiary); or (iii)
permit any subsidiary to declare or pay any dividend on, or make any
distribution to the holders (as such) of, any shares of its capital stock except
to the Company or a subsidiary (other than dividends or distributions payable in
Equity Interests of it or the Company) or (iv) permit any subsidiary to
purchase, redeem or otherwise acquire or retire for value any Equity Interests
of such subsidiary, the Company or any affiliate of either of them (other than
any such Equity Interests owned by the Company or any subsidiary), if at the
time of such action an Event of Default (see above) shall have occurred and be
continuing, or shall occur as a consequence thereof, or if upon giving effect to
such payment the aggregate amount expended for all such payments (the amount
expended for such purposes, if other than cash, to be conclusively determined by
the Board of Directors as evidenced by a Board resolution) subsequent to the
date of execution of the Indenture shall exceed the sum of (1) 50% of the
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aggregate Consolidated Net Income of the Company accrued during fiscal
quarters ending subsequent to June 30, 1993; (2) the aggregate net proceeds,
including cash and the fair market value of property of other than cash,
received by the Company from the issue or sale after the date of execution of
the Indenture of capital stock of the Company (other than Disqualified Stock) or
of warrants to purchase such capital stock (other than warrants to purchase such
Disqualified Stock), other than in connection with the conversion of any
indebtedness of the Company; (3) the aggregate net proceeds received by the
Company subsequent to the date of the execution of the Indenture from the issue
or sale of any debt securities or Disqualified Stock of the Company, if, at such
time, such debt securities, or Disqualified Stock, as the case may be, have been
converted into capital stock of the Company, other than Disqualified Stock; (4)
the aggregate net proceeds received by the Company on life insurance policies
where the Company is named as a beneficiary; and (5) $1,500,000.
"Consolidated Net Income" means, for any period the aggregate of the Net
Income of the Company and its subsidiaries for such period, on a consolidated
basis, determined in accordance with generally accepted accounting principles,
provided that (i) the Net Income of any person which is not a subsidiary or is
accounted for by the Company by the equity method of accounting shall be
included only to the extent of the amount of dividends or distributions paid to
the Company or a subsidiary, and (ii) the Net Income of any person acquired in a
pooling of interests transaction for any period prior to the date of such
acquisition shall be excluded. "Net Income" of any person shall mean the net
income (loss) of such person, determined in accordance with generally accepted
accounting principles; excluding, however, from the determination of Net Income
any gain (but not loss) realized upon the sale or other disposition (including,
without limitation, dispositions pursuant to leaseback transactions, except any
gain from such leaseback transaction may be amortized into Net Income over the
term of the lease) of any real property or equipment of such person which is not
sold or otherwise disposed of in the ordinary course of business, or of any
capital stock of the Company or a subsidiary owned by such person.
"Disqualified Stock" means capital stock subject to mandatory redemption or
redemption at the option of the holder, in either case prior to the maturity of
the Debentures.
"Equity Interests" means capital stock or warrants, options or other rights
to acquire capital stock.
Restriction on Transfer with Affiliates
Neither the Company nor any of its subsidiaries may (i) engage in any
transaction with an affiliate of the Company except in the ordinary course of
business of the Company and on terms equivalent to those by the Company with
unrelated entities, (ii) loan or advance any funds to any affiliate(s) in excess
of $250,000 in the aggregate outstanding at any time, or (iii) purchase
securities of an affiliate or an entity controlled by any affiliate.
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Plan of Liquidation
The Company may not adopt any plan of liquidation (other than a plan of
liquidation incident to a permitted merger, consolidation, sale of assets or
other transaction described above) which provides for, contemplates or the
effectuation of which is preceded by, (i) the sale, lease, conveyance or other
disposition of all or substantially all of the assets of the Company otherwise
than substantially as an entirety and (ii) the distribution of all the proceeds
of such sale, lease, conveyance or other disposition unless the Company redeems
the Debentures at the then redemption price.
Modification of the Indenture and Waiver
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the Holders of a majority in the aggregate principal amount
of the outstanding Debentures, to execute supplemental indentures adding any
provisions to or changing or eliminating any of the provisions of the Indenture
or modifying the rights of the Holders of Debentures, provided that no such
supplemental indenture may (i) extend the fixed maturity of any Debenture, or
reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, without the consent of each Holder of the
Debentures so affected, (ii) modify the provisions of the Indenture with respect
to the subordination of the Debentures in a manner adverse to the Holders, alter
the provisions of the Indenture with respect to the sinking fund, without the
consent of the Holders of all of the outstanding Debentures, or (iii) reduce the
aforesaid percentage of Debentures, the consent of the Holders of which is
required for any such supplemental indenture, without the consent of the Holders
of all the outstanding Debentures.
The Holders of a majority in aggregate principal amount of outstanding
Debentures may waive any past default under the Indenture, except a default in
the payment of principal (and premium, if any) or interest or default with
respect to certain covenants under the Indenture.
Direction of Trustee by Holders of Debentures
In addition to the rights of the Holders of the Debentures to take certain
action previously described, the Holders of a majority in aggregate principal
amount of the Debentures at the time outstanding, subject to the provisions of
the Indenture relating to the duties and rights of the Trustee, will have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or the exercising of any trust or power
conferred on the Trustee. However, the Trustee will have the right to decline to
follow any such direction, if the Trustee determines that the action requested
may not be lawfully taken, would subject the Trustee to liability, or would be
unduly prejudicial to the other Holders of the Debentures. As a requisite to
taking any such action, the Trustee may require the Holders of the Debentures
requesting the same
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to provide it with reasonable security or indemnity against the cost, expenses
and liabilities which may be incurred in connection with such action. The
Holders of at least 10% in aggregate principal amount of Debentures may call a
meeting of the Holders of the Debentures if the Trustee fails to do so within
ten (10) days after receiving the request.
Reports to Holders of Debentures
The Company will furnish to each Holder of any Debentures all quarterly and
annual reports and other reports (including proxy material) which it furnishes
to holders of its Common Stock.
The Trustee
The Trustee will also act as the paying and conversion agent with respect
to the payments under and the conversion of the Debentures in accordance with
the terms of the Indenture, subject to the Trustee's right to resign.
ITEM 2. Exhibits
(a) Form of Debenture being registered hereunder and Indenture pursuant to
which Debenture is issued (Exhibit 4.2 of Annual Report on Form 10-K for the
year ended June 30, 1994).
SIGNATURE
Pursuant to the requirements of Section 11 of the Securities Exchange Act
of 1934, the Registrant has duly caused the registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Aeroflex Incorporated
By: /s/ Michael Gorin
--------------------------------
Michael Gorin, President
Dated: April 24, 1995
<PAGE>
