AEROFLEX INC
8-K/A, 1995-04-20
MISCELLANEOUS FABRICATED METAL PRODUCTS
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                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549
                                    
                                    
                               FORM 8-K/A
                                    
                     AMENDMENT NO. 1 TO THE FORM 8-K
                                    
                             CURRENT REPORT
                                    
                                    
                   Pursuant to Section 13 or 15(d) of
                   the Securities Exchange Act of 1934
                                    
                                    
                    Date of Report:   March 29, 1995
                    (Date of earliest event reported)
                                    
                           AEROFLEX INCORPORATED                                
- ------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)
                                    
                                    

          Delaware             0-2324                11-1974412               
- ------------------------------------------------------------------------
       (State or other       (Commission            (IRS Employer
       jurisdiction of        File Number)          Identification
       incorporation)                                    Number)



       35 South Service Road, Plainview, New York        11803                
- ------------------------------------------------------------------------
       (Address of principal executive offices)        (Zip Code)




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



                                  ARX, INC.                                    
- ---------------------------------------------------------------------
         (Former name of former address, if changed since last report.)
                             
<PAGE> 2
                            
Item 4.   Changes in Registrant's Certifying Accountant

     (a)  On  March 29, 1995, the Board of Directors determined to replace 
Deloitte & Touche LLP, the Company's independent accountants for the fiscal 
year ended June 30, 1994, with KPMG Peat Marwick LLP, which will be the 
Company's independent accountants for its fiscal year ending June 30, 1995.  
The decision to change independent  accountants was recommended to the Board of
Directors  by the Audit Committee of the Board of Directors.

     (b)  In connection with the audit for the Company's fiscal years ended 
June 30, 1994 and 1993 and for the period from July 1, 1994 through March 29, 
1995, there were no disagreements with Deloitte & Touche LLP on any matters of 
accounting principles or practices, financial statement disclosure or auditing 
scope or procedure, which agreements, if not resolved to their satisfaction, 
would have caused it to make a reference to the subject matter of the 
disagreement in connection with its report. 

     (c)  The report of Deloitte & Touche LLP for the years  ended June 30, 
1994 and 1993 do not contain an adverse opinion or a disclaimer of opinion, or 
a qualification or modification as to uncertainty, audit scope or accounting 
principles.

     (d)  The Company has not had any discussions nor received any written 
reports or oral advice from  KPMG Peat Marwick LLP during the two most recent 
fiscal years and any subsequent interim period with respect to either the 
application of accounting principles to a specified transaction, either 
completed or proposed, or as to the type of audit opinion that might be 
rendered on the Registrant's financial statements.

     (e)  Enclosed is a copy of a letter from Deloitte & Touche LLP as required
 pursuant to Item 304(a)(3) of Regulation S-K.

Item 7:   Financial Statements, Pro Forma Financial  Information and Exhibits

     (c)  Exhibits

          (16) Letter from Deloitte & Touche LLP referred to in Item 4 (e) 
above.               

<PAGE> 3

                                   Signatures
                                   ----------
                          
     Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

                                         AEROFLEX INCORPORATED


                                         By: __________________________      
                                             Michael Gorin, President
Dated:  April 18, 1995



<PAGE> 4

                           DELOITTE & TOUCHE LLP
                              Two Jericho Plaza
                         Jericho, New York  11753-1683


April 18, 1995


Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D. C.  20549

Dear Sirs/Madams:

We have read and agree with the comments in Item 4 of Form 8-K/A of 
Aeroflex Incorporated dated March 29, 1995.

Yours truly,

/s/ Deloitte & Touche LLP



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