As filed with the Securities and Exchange Commission February 14, 1997
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
AEROFLEX INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 11-1974412
(State or other jurisdiction of I.R.S. Employer Identification No.)
incorporation or organization)
35 South Service Road Michael Gorin, President
Plainview, New York 11803 Aeroflex Incorporated
(516) 694-6700 35 South Service Road
(Address, including zip code and telephone Plainview, New York 11803
number, including area code, of registrant's (516) 694-6700
principal executive offices) (Name address and telephone
number, including area code,
of agent for service)
Copy to:
David H. Lieberman, Esq.
Blau, Kramer, Wactlar & Lieberman, P.C.
100 Jericho Quadrangle
Jericho, New York 11753
(516) 822-4820
Approximate date of commencement of proposed sale to public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box .
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box .
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box:
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------
Title of Each Class of
Securities Amount to be Proposed Maximum Offering Proposed Maximum Amount of
to be Registered Registered Price Per Share (1) Aggregate Offering Price (1) Registration Fee
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 275,000 shs. $4.38 $1,204,500 $365
$.10 per share, reserved
for issuance upon the
exercise of Options to
Purchase Common Stock (2)
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Pursuant to Rule 457, estimated solely for the purpose of calculating the
registration fee, based on the closing price of the Common Stock
reported in the consolidated reporting system on February 12, 1997.
(2) Pursuant to Rule 416, this Registration Statement also covers any additional
shares of Common Stock which may become issuable by virtue
of the anti-dilution provisions of such Options.
- ---------------------------------------------------------------------------------------------------------------------------
</FN>
</TABLE>
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
AEROFLEX INCORPORATED
Cross Reference Sheet
Showing location in Prospectus of Information Required by Items on Form S-3
Item No. Prospectus Caption
1. Forepart of the Registration Outside Front Cover
Statement and Outside Front Cover Page Page of Prospectus
of Prospectus
2. Inside Front and Outside Back Cover Inside Front and Outside
Pages of Prospectus Back Cover Pages of
Prospectus
3. Summary Information, Risk Factors and *
Ratio of Earnings to Fixed Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Outside Front Cover Page;
Selling Securityholders
6. Dilution *
7. Selling Security Holders Selling Securityholders
8. Plan of Distribution Outside Front Cover Page;
Plan of Distribution
9. Description of Securities to be *
Registered
10. Interests of Named Experts and Counsel Legal Opinion;
Experts
11. Material Changes *
12. Incorporation of Certain Information Incorporation of
by Reference Certain Documents
By Reference
13. Disclosure of Commission Position on *
Indemnification for Securities Act
Liabilities
_______
*Omitted since answer to item is negative or inapplicable
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECTED TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATED TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL NOR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION
Dated February 14, 1997
AEROFLEX INCORPORATED
275,000 Shares of Common Stock,
$.10 par value
The 275,000 shares of Common Stock par value $.10 per share (the
"Shares") underlying Options to purchase Common Stock of Aeroflex Incorporated
(the "Company") being covered by this Prospectus are being offered for sale from
time to time by or for the account of the Selling Securityholders. See "Selling
Securityholders". The Shares may be offered by the Selling Securityholders from
time to time in transactions on the New York Stock Exchange, in privately
negotiated transactions, or by a combination of such methods of sale, at fixed
prices that may be changed, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. The
Selling Securityholders may effect such transactions by selling the Shares to or
through broker-dealers and such broker-dealers may receive compensation in the
form of discounts, concessions or commissions from the Selling Securityholders
or the purchaser of the Shares for whom such broker-dealers may act as agent or
to whom they sell as principal or both (which compensation to a particular
broker-dealer might be in excess of customary commissions). See "Selling
Securityholders" and "Plan of Distribution."
None of the proceeds from the sale of the Shares by the Selling
Securityholders will be received by the Company. The Company will bear the
expenses in connection with the offering, including filing fees and the
Company's legal and accounting fees, estimated at $7,500.
The Company's Common Stock is traded on the New York Stock Exchange
(NYSE Symbol: ARX). On February 12, 1997, the last reported sale price of the
Company's Common Stock as reported by the New York Stock Exchange was $4.38 per
share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is February ___, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission"), Washington, D.C., a Registration Statement under the Securities
Act of 1933, as amended (the "Act"), with respect to the Common Stock offered
hereby. This Prospectus does not contain all the information set forth in the
Registration Statement and the exhibits relating thereto. For further
information with respect to the Company and the shares of Common Stock offered
by this Prospectus, reference is made to such Registration Statement and the
exhibits thereto. Statements contained in this Prospectus as to the contents of
any contract or other document are not necessarily complete and in each instance
reference is made to the copy of such contract or other document filed as an
exhibit to the Registration Statement for a full statement of the provisions
thereof; each such statement contained herein is qualified in its entirety by
such reference.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained at the office
of the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549
and at the Commission's Regional Offices at Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade
Center, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission, Washington, D.C. 20549, at
prescribed rates, and from the Securities and Exchange Commission's Web site at
the address http://www.sec.gov. In addition, the Company's Common Stock is
listed on the New York Stock Exchange, and copies of the foregoing materials and
other information concerning the Company can be inspected at the offices of the
New York Stock Exchange at 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the Commission
(File No. 1-8037) pursuant to the Exchange Act, are incorporated by reference in
this Prospectus and shall be deemed to be a part hereof:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1996.
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1996.
(3) The description of the class of securities to be offered which is
contained in Registration Statements filed under Section 12 of the
Securities and Exchange Act of 1934 (File No. 1-08037), including any
amendments or reports filed for the purpose of updating such
descriptions.
All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this Prospectus and prior to the termination of
this offering of Common Stock shall be deemed to be incorporated by reference in
this Prospectus and to be part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference in this Prospectus shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein or
in any subsequently filed document that also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the documents incorporated by reference (except for
exhibits thereto unless specifically incorporated by reference therein).
Requests for such copies should be directed to the Secretary, Aeroflex
Incorporated, 35 South Service Road, Plainview, New York 11803, (516) 694-6700.
<PAGE>
THE COMPANY
Aeroflex Incorporated, through its subsidiaries (collectively, unless the
context requires otherwise, referred to as the "Company" or "Aeroflex") designs
and manufactures advanced electronic systems and components, including
microelectronic circuits and interconnect products, instrument products and
motion control systems, for both the commercial and defense markets. It also
designs and manufactures shock and vibration stabilizing systems used for
commercial, industrial and defense applications. Aeroflex also provides defense
consulting services involving systems analysis, design and engineering primarily
to government contractors and the U.S. Armed Forces. Operations are grouped into
two segments: electronics and isolator products.
As of June 30, 1996, the Company has accounted for certain segments, namely
commercial and custom envelopes (Huxley Envelope Corp.) and telecommunication
systems services (T-CAS Corp.) as discontinued operations. The following
description of the Company's business does not include these discontinued
operations.
Electronics
Since 1961, the Company has been engaged in the design, development and
production of stabilization tracking devices and systems. These are dynamically
positioned pedestals on or in moving vehicles such as trucks, ships and
aircraft, upon which tracking equipment, such as radar antenna, is mounted. The
pedestal, through the continuous balancing action of gyroscopes and
servo-mechanical stabilizers operating in all three dimensions, enables the
mounted equipment to remain almost perfectly balanced and motionless. The
equipment can then automatically track or focus on a target as accurately as if
it were on solid ground despite the motion of the vehicle. The Company's
stabilization and tracking devices are a part of major surveillance,
reconnaissance and weapon firing control systems and play an important role in
high altitude aircraft as well as in other aircraft, ships and ground vehicles
which require precise, highly stable mounting for cameras, antennae and lasers.
Since 1974, the Company has been engaged in the design, manufacture and
sale of state-of-the-art microelectronic assemblies for the electronics
industry. In January 1994, the Company acquired substantially all of the net
operating assets of the microelectronics division of Marconi Circuit Technology
Corporation, which manufactures a wide variety of microelectronic assemblies.
This acquisition increased the range of products offered and enhanced the
Company's engineering capability.
Since 1975, the Company has been engaged in the development and manufacture
of electro-optical scanning devices used in infra-red night vision systems.
These systems detect temperature differences in the infra-red radiation
emanating from objects in target areas.
In November 1989, the Company acquired Comstron Corporation which is now an
operating division of Aeroflex Laboratories Incorporated, a wholly-owned
subsidiary of Aeroflex. Comstron is a leader in radio frequency and microwave
technology used in the manufacture of fast switching frequency synthesizers and
components. Building on technology acquired from Comstron, Aeroflex develops and
manufactures complex communications and guidance systems and subsystems
including HF, VHF and UHF receivers, communications jammer emulators, weather
radar receivers, up/down converters, frequency agile radar local oscillators and
low phase noise frequency sources. It has developed a phase shifter for the U.S.
Air Force's mid-life upgrade F-16 Identification Friend or Foe (IFF) system and
a tunable solid state local oscillator for the U.S. Navy MK-92 fire control
radar.
In January 1995, the Company acquired Lintek Inc. as a wholly owned
subsidiary of Aeroflex. Aeroflex Lintek Corp. , the successor to Lintek, Inc.,
is a leader in high speed instrumentation radar systems and antenna measurement
systems. These systems are used by the Department of Defense and by industry.
Lintek Inc. was incorporated in 1988 for the purpose of developing and selling
instrumentation radar systems, and currently has systems in place with many of
the large aerospace companies and with major government laboratories.
<PAGE>
In March 1996, the Company acquired MIC Technology Corporation which
designs, develops, manufactures and markets microelectronics products in the
form of passive thin film circuits and interconnects. Its advanced circuit and
interconnect technology is emerging as a key enabling technology for
miniaturized, high frequency, high performance electronic products for rapidly
growing markets like cellular telephones, personal communication service devices
(PCS) and microwave data links. It continues to be an essential technology in
satellite based communication hardware and leading edge military electronic
products.
Isolator Products
Since 1961, the Company has been engaged in the design, development,
manufacture and sale of severe service shock and vibration isolation systems.
These devices consist of helically-wound steel wire rope contained between
rugged metal retainer bars, and are used to store and dissipate potentially
destructive vibration and shock. The purchasers of helical isolators are
manufacturers or users of equipment sensitive to shock and vibration who need to
reduce shock/vibration to levels compatible with equipment fragility to extend
the useful life of this equipment. Isolators are also used to prevent vibrations
in equipment from causing disturbances to surrounding equipment, structures and
configurations. They are manufactured in a variety of materials and with special
anti-corrosion coatings according to each customer's specifications. In
addition, a line of isolated systems evolved in response to the custom
requirements of customers. Systems capability includes integrated avionics trays
and bases, skids and pallets.
In October 1983, the Company acquired Vibration Mountings and Controls,
Inc., which manufactures a line of off-the-shelf noise, shock, vibration and
structure borne noise control devices. These rubber and spring isolators, which
are manufactured in a wide variety of sizes, load ratings and configurations,
are used primarily in commercial applications to protect heavy rotating
equipment, heating, ventilating and air conditioning equipment, and diesel
engines. In December 1986, the Company acquired the operating assets of Korfund
Dynamics Corporation , a manufacturer of an industrial line of heavy duty spring
and rubber shock mounts.
The Company's executive offices are located at 35 South Service Road,
Plainview, New York 11803, and its telephone number is (516) 694-6700.
<PAGE>
SELECTED FINANCIAL DATA
The following selected financial data is qualified by reference to, and
should be read in conjunction with, the consolidated financial statements,
related notes thereto and other financial information incorporated by reference
herein. The selected financial data for the six months ended December 31, 1996
and 1995 have been derived from the Company's unaudited consolidated financial
statements. The selected financial data for the five years ended June 30, 1996
have been derived from the Company's audited consolidated financial statements.
<TABLE>
<CAPTION>
(In thousands except ratios and per share data)
Six Months Ended
December 31, Year ended June 30,
1996 1995 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ---- ----
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings Statement Data (7)
Net Sales $41,975 $28,344 $ 74,367 $71,113 $65,602 $52,031 $48,109
Income from Continuing Operations 1,544 1,605 (17,420)(1)(2) 6,587(4)(5) 5,850(6) 1,736 227
Income from
Discontinued Operations -- -- -- 462 187 500 635
Extraordinary Item-Tax Benefit
of Loss Carryovers (8) -- -- -- -- -- -- 143
Net Income (Loss) 1,544 1,605 (17,420) 7,049 6,037(6) 2,236 1,005
Income (Loss) from Continuing
Operations Per Common Share
and Common Share Equivalent
Primary $.12 $.13 $ (1.46)(1)(2) $ .53(4)(5) $ .55(6) $.20 $.03
Fully Diluted .12 .13 -- (3) .52(4)(5) .50(6) .19 .03
Net Income (Loss) Per Common
Share and Common Share Equivalent
Primary .12 .13 (1.46) .57 .57 .26 .12
Fully Diluted .12 .13 -- (3) .55 .51 .24 .12
Weighted Average Number of
Common Shares and Common
Share Equivalents Outstanding
Primary 13,276 12,671 11,971 12,352 10,526 8,757 8,661
Fully Diluted 15,120 14,459 -- (3) 14,249 12,401 10,920 8,661
December 31, June 30,
1996 1995 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ---- ----
Balance Sheet Data
Working Capital $23,573 $34,722 $24,736 $31,533 $28,572 $14,982 $15,751
Total Assets 77,746 70,576 81,169 71,936 71,016 60,185 62,473
Long-Term Debt
(including current portion) 30,404 12,053 34,577 13,787 18,408 21,871 28,098
Stockholders' Equity 32,542 48,318 30,472 46,344 39,571 27,208 25,025
Other Statistics (8)
After Tax Profit Margin (Loss)
(from continuing operations) 3.7% 5.6% (23.4)%(1)(2) 9.3%(4)(5) 8.9%(6) 3.3% 0.5%
Return on Average Stockholders'
Equity (from continuing
operations) 4.9% 3.4% (45.4)%(1)(2) 15.3%(4)(5) 17.5%(6) 6.6% 0.9%
Stockholders' Equity
Per Share (9) $2.61 $4.07 $ 2.49 $3.95 $3.37 $3.14 $2.87
- ----------
<FN>
(1) Includes $23,200,000 ($1.94 per share) for the year ended June 30, 1996, for the write-off of in-process research and
development acquired in connection with the purchase of MIC Technology Corporation in March 1996.
(2) Includes a $437,000 net of tax, or $.04 per share gain on the sale of securities for the year ended June 30, 1996.
(3) As a result of the loss, all options, warrants and convertible debentures are anti-dilutive.
(4) Includes $2,000,000 ($.14 per share fully diluted and $.16 primary) of insurance proceeds received on the death of the
former chairman.
(5) Includes a $1,494,000 net of tax restructuring charge ($.10 per share fully diluted and $.12 primary) for the consolidation
of the Company's Puerto Rican operations into its domestic facilities.
(6) Includes income tax benefit of $1,716,000, or $.14 per share ($.16 per share primary), relating to the recognition of a
portion of the Company's unrealized net operating loss carry forward in accordance with Statement of Financial Accounting
Standards No. 109.
(7) See Note 4 to the Consolidated Financial Statements for a discussion of discontinued operations.
(8) In fiscal 1997, 1996, 1995, 1994, and 1993 the tax benefit from prior years' loss carry forwards was presented as a part of
the provision for income taxes; in 1992 it was presented as an extraordinary item.
(9) Calculated by dividing stockholders' equity, at the end of the period, by the number of shares outstanding at the end of
the period.
</FN>
</TABLE>
<PAGE>
USE OF PROCEEDS
The Company will not receive any proceeds from this offering.
PRICE RANGE OF COMMON STOCK
The Company's Common Stock is traded on the New York Stock Exchange under
the symbol ARX. The following table sets forth the high and low closing sales
prices of the Common Stock as reported by the National Quotation Bureau
Incorporated for the calendar periods indicated. See "Dividend Policy". As of
February 12, 1997, there were approximately 1,270 record holders of the
Company's Common Stock.
Common Stock
High Low
---- ----
1994
First Quarter. . . . . . . . . . . . . . $ 5.00 $ 3.75
Second Quarter . . . . . . . . . . . . . 4.75 3.63
Third Quarter. . . . . . . . . . . . . . 4.13 3.63
Fourth Quarter . . . . . . . . . . . . . 4.00 3.50
1995
First Quarter. . . . . . . . . . . . . . $ 4.38 $ 3.50
Second Quarter . . . . . . . . . . . . . 4.88 3.63
Third Quarter . . . . . . . . . . . . . 5.63 4.25
Fourth Quarter . . . . . . . . . . . . . 5.00 3.88
1996
First Quarter. . . . . . . . . . . . . . $ 5.13 $ 3.50
Second Quarter . . . . . . . . . . . . . 6.63 4.38
Third Quarter. . . . . . . . . . . . . . 6.13 4.63
Fourth Quarter . . . . . . . . . . . . . 4.75 4.13
1997
First Quarter (through February 12, 1997) $ 4.88 $ 4.13
<PAGE>
DIVIDEND POLICY
The Company has never paid any cash dividends on its Common Stock. There
have been no stock dividends declared or paid by the Company on its Common Stock
during the past three years. Payment of future dividends, if any, will be
dependent upon the earnings and financial position of the Company and such
factors as the Board of Directors shall deem appropriate. In addition, the
Company's Revolving Credit and Term Loan Agreement, as amended, prohibits, and
its 7-1/2% Senior Subordinated Convertible Debenture Indenture Agreement limits,
it from paying cash dividends.
COMPENSATION/STOCK OPTION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The compensation of the Company's executive officers is generally
determined by the Compensation/Stock Option Committee of the Board of Directors,
subject to applicable employment agreements. Each member of the
Compensation/Stock Option Committee is a director who is not an employee of the
Company or any of its affiliates. The following report with respect to certain
compensation paid or awarded to the Company's executive officers during fiscal
1996 is furnished by the directors who comprised the Compensation/Stock Option
Committee during fiscal 1996.
General Policies
The Company's compensation programs are intended to enable the Company to
attract, motivate, reward and retain the management talent required to achieve
corporate objectives, and thereby increase shareholder value. It is the
Company's policy to provide incentives to its senior management to achieve both
short-term and long-term objectives and to reward exceptional performance and
contributions to the development of the Company's businesses. To attain these
objectives, the Company's executive compensation program includes a competitive
base salary, cash incentive bonuses and stock-based compensation.
Stock options are granted to employees, including the Company's executive
officers, by the Compensation/Stock Option Committee under the Company's option
plans. The Committee believes that stock options provide an incentive that
focuses the executive's attention on managing the Company from the perspective
of an owner with an equity stake in the business. Options are awarded with an
exercise price equal to the market value of Common Stock on the date of grant.
Among the Company's executive officers, the number of shares subject to options
granted to each individual generally depends upon the level of that officer's
responsibility. The largest grants are awarded to the most senior officers who,
in the view of the Compensation/Stock Option Committee, have the greatest
potential impact on the Company's profitability and growth. Previous grants of
stock options are reviewed but are not considered the most important factor in
determining the size of any executive's stock option award in a particular year.
From time to time, the Compensation/Stock Option Committee may utilize the
services of independent consultants to perform analyses and to make
recommendations to the Committee relative to executive compensation matters. No
compensation consultant is paid on a retainer basis.
<PAGE>
Relationship of Compensation to Performance and
Compensation of Chief Executive Officer
The Compensation/Stock Option Committee annually establishes, subject to
the approval of the Board of Directors and any applicable employment agreements,
the salaries which will be paid to the Company's executive officers during the
coming year. In setting salaries, the Compensation/Stock Option Committee takes
into account several factors, including competitive compensation data, the
extent to which an individual may participate in the stock plans maintained by
the Company, and qualitative factors bearing on an individual's experience,
responsibilities, management and leadership abilities, and job performance.
For fiscal 1996, pursuant to the terms of his employment agreement with the
Company, the Company's Chairman received a base salary and additional
compensation. The Compensation/Stock Option Committee also recommended the
issuance, and the Chairman received, options to purchase 175,000 shares of
Common Stock at $3.75 per share.
The Compensation Committee:
Robert Bradley, Sr.
Milton Brenner
Jerome Fox
John S. Patton
Compliance with Section 16(a) of the Securities Exchange Act
Section 16(a) of the Exchange Act requires the Company's executive
officers, directors and persons who own more than ten percent of a registered
class of the Company's equity securities ("Reporting Persons") to file reports
of ownership and changes in ownership on Forms 3, 4 and 5 with the Securities
and Exchange Commission (the "SEC") and the New York Stock Exchange (the
"NYSE"). These Reporting Persons are required by SEC regulation to furnish the
Company with copies of all Forms 3, 4 and 5 they file with the SEC and NYSE.
Based solely upon the Company's review of the copies of the forms it has
received, the Company believes that all Reporting Persons complied on a timely
basis with all filing requirements applicable to them with respect to
transactions during fiscal 1996.
<PAGE>
COMMON STOCK PERFORMANCE
The following graph provides a comparison of cumulative stockholder return
among the Company, Standard and Poors' 500 companies and Standard and Poors'
electronics (instrumentation) companies from June 1991 to August 1996:
<TABLE>
<CAPTION>
6/91 6/92 6/93 6/94 6/95 6/96 8/96
<S> <C> <C> <C> <C> <C> <C> <C>
AEROFLEX INCORPORATED 100 108 150 267 317 408 342
S & P 500 100 113 129 131 165 208 203
S & P Electronics (Instrumentation) 100 131 157 148 288 327 317
</TABLE>
SELLING SECURITY HOLDERS
The Shares being offered by this Prospectus are for the account of the
following Selling Securityholders in the amounts set forth below:
<TABLE>
<CAPTION>
Number of Number of Number of
Shares Shares Shares Owned
Securityholder Owned (1) Offered After Offering
-------------- ------------ ----------- ---------------
<S> <C> <C> <C>
Brian J. Mitchell 85,000 85,000 0
David F. Chapman 60,000 60,000 0
Malcom D. Hill 60,000 60,000 0
Kevin A. Callery 10,000 10,000 0
Michael K. Barna 10,000 10,000 0
Mark M. Doherty 10,000 10,000 0
John A. Harcrow 10,000 10,000 0
Phil G. Foster 10,000 10,000 0
Mark Gannon 2,500 2,500 0
Ronald S. Miller 2,500 2,500 0
Patricia Clemens 2,500 2,500 0
Thomas Lavalee 2,500 2,500 0
Valerie Sbarra 2,500 2,500 0
Vito Tanzi 2,500 2,500 0
Anthony Cicero 2,500 2,500 0
Dana C. MacIver 2,500 2,500 0
<FN>
(1) Represents an aggregate of 275,000 shares of Common Stock issuable upon
exercise of Options to Purchase Common Stock (the "Options") issued by the
Company in March 1996. All of these Options are exercisable for shares of
Common Stock of the Company at a current exercise price of $4.00 per share.
</FN>
</TABLE>
<PAGE>
PLAN OF DISTRIBUTION
The Shares are traded on the New York Stock Exchange under the symbol ARX.
The Shares may be sold from time to time directly by the Selling
Securityholders. Alternatively, the Selling Securityholders may from time to
time offer such securities through underwriters, dealers or agents. The
distribution of securities by the Selling Securityholders may be effected in one
or more transactions that may take place on the over-the-counter market,
including ordinary broker's transactions, privately-negotiated transactions or
through sales to one or more broker-dealers for resale of such shares as
principals, at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices. Usual and customary or
specifically negotiated brokerage fees or commissions may be paid by the Selling
Securityholders in connection with such sales of securities.
At the time a particular offer of securities is made by or on behalf of the
Selling Securityholders, to the extent required, a prospectus will be
distributed which will set forth the number of shares being offered and the
terms of the offering, including the name or names of any underwriters, dealers
or agents, if any, the purchase price paid by any underwriter for shares
purchased from the Selling Securityholders and any discounts, commissions or
concessions allowed or reallowed or paid to dealers, and the proposed selling
price to the public.
LEGAL OPINION
Certain legal matters in connection with this offering will be passed upon
for the Company by Blau, Kramer, Wactlar & Lieberman, P.C., Jericho, New York
11753. Harvey R. Blau, a member of the firm, is Chairman and Chief Executive
Officer of the Company. Mr. Blau owns 131,751 shares of Common Stock of the
Company and options to purchase 1,015,000 shares of Common Stock of the Company
granted pursuant to certain of the Company's stock option plans. The Blau,
Kramer, Wactlar & Lieberman, P.C. Profit Sharing Plan owns 3,614 shares
of Common Stock of the Company.
<PAGE>
EXPERTS
The consolidated financial statements and the related financial statement
schedule as of and for the years ended June 30, 1996 and 1995 incorporated by
reference in this Prospectus, to the extent and for the periods indicated in
their report, have been audited by KPMG Peat Marwick LLP, independent auditors,
and are included herein in reliance of said firm as experts in accounting and
auditing in giving said report.
The consolidated statements of operations, stockholders' equity and cash
flows and the related financial statement schedule for the year ended June 30,
1994 incorporated in this prospectus by reference from the Company's Annual
Report on Form 10-K for the year ended June 30, 1996 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and has been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
<PAGE>
No dealer, salesperson, or other person has been authorized by the Company to
give any information or to make any representations other than those contained
in this Prospectus and, if given or made, such other information or
representations must not be relied upon as having been so authorized by the
Company. This Prospectus does not constitute an offer to sell, or a solicitation
of an offer to buy, any securities other than the securities to which it
relates, or an offer to or solicitation of any person in any jurisdiction in
which such offer or solicitation would be unlawful. Neither delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that the information herein is correct as of any time subsequent
to the date hereof.
TABLE OF CONTENTS
Page
Available Information 2
Incorporation of Certain
Documents by Reference 2
The Company 3
Selected Financial Data 5
Use of Proceeds 6
Price Range of Common Stock 6
Dividend Policy 7
Compensation/Stock Option
Committee Report on
Executive Compensation 7
Common Stock Performance 9
Selling Security Holders 9
Plan of Distribution 10
Legal Opinion 10
Experts 10
<PAGE>
AEROFLEX INCORPORATED
275,000 Shares of
Common Stock
PROSPECTUS
February ___, 1997
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
<TABLE>
<S> <C>
Securities and Exchange Commission
Filing Fee. . . . . . . . . . . . . . . . . $ 365
Legal and Accounting Fees . . . . . . . . . . 6,000
Miscellaneous . . . . . . . . . . . . . . . . 1,135
-------
Total . . . . . . . . . . . . . . . . . . . $ 7,500
=======
</TABLE>
The Company will pay all of these expenses.
Item 15. Indemnification of Directors and Officers
Under provisions of the By-Laws of the Company, each person who is or was a
director or officer of the Company may be indemnified by the Company to the full
extent permitted or authorized by the General Corporation Law of Delaware.
Under such law, to the extent that such person is successful on the merits
of defense of a suit or proceeding brought against him by reason of the fact
that he is a director or officer of the Company, he shall be indemnified against
expenses (including attorneys' fees) reasonably incurred in connection with such
action.
If unsuccessful in defense of a third-party civil suit or if a criminal
suit is settled, such a person may be indemnified under such law against both
(1) expenses (including attorneys' fees) and (2) judgements, fines and amounts
paid in settlement if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the Company, and
with respect to any criminal action, had no reasonable cause to believe his
conduct was unlawful.
If unsuccessful in defense of a suit brought by or in the right of the
Company, or if such suit is settled, such a person may be indemnified under such
law only against expenses (including attorneys' fees) incurred in the defense or
settlement of such suit if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the Company except
that if such a person is adjudged to be liable in such suit for negligence or
misconduct in the performance of his duty to the Company, he cannot be made
whole even for expenses unless the court determines that he is fairly and
reasonably entitled to indemnity for such expenses.
The Company and its officers and directors of the Company are covered by
officers and directors liability insurance. The policy coverage is $20,000,000,
which includes reimbursement for costs and fees. There is a maximum deductible
under the policy of $500,000 for each claim. The Company has entered into
Indemnification Agreements with certain of its officers and directors. The
Agreements provide for reimbursement for all direct and indirect costs of any
type or nature whatsoever (including attorneys' fees and related disbursements)
actually and reasonably incurred in connection with either the investigation,
defense or appeal of a Proceeding, as defined, including amounts paid in
settlement by or on behalf of an Indemnitee.
Item 16. Exhibits
4.1 Form of Stock Option Agreement dated as of February 13, 1996 between
the Company and each of the Selling Securityholders.
5 Opinion of Blau, Kramer, Wactlar & Lieberman, P.C.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Deloitte & Touche LLP
24.2 Consent of Blau, Kramer, Wactlar & Lieberman, P.C. (included in
Exhibit 5 hereof)
25 Powers of Attorney (included in the signature pages hereof)
- ----------
<PAGE>
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended (the
"Act"), each filing of the registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(c) The undersigned Registrant hereby undertakes:
(1) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of a registration
statement in reliance upon Rule 430A and contained in a form of prospectus filed
by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Act
shall be deemed to be part of the registration statement as of the time it was
declared effective.
(2) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
<PAGE>
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Plainview, New York on the 13th day of February, 1997.
Aeroflex Incorporated
/s/ Harvey R. Blau
---------------------------
By: Harvey R. Blau
Chairman of the Board
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on February 13, 1997 by the
following persons in the capacities indicated. Each person whose signature
appears below also constitutes and appoints Harvey R. Blau and Michael Gorin,
and each of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and all other documents in connection therewith, with
the Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes may lawfully do or cause to be done by virtue
hereof.
Signature Title
--------- -----
/s/ Harvey R. Blau
- ------------------------- Chairman of the Board
Harvey R. Blau (Chief Executive Officer)
/s/ Michael Gorin
- ------------------------- President and Director
Michael Gorin (Chief Financial Officer and Principal
Accounting Officer)
/s/ Leonard Borow
- ------------------------- Executive Vice President, Secretary
Leonard Borow and Director (Chief Operating Officer)
/s/ Robert Bradley
- ------------------------- Director
Robert Bradley, Sr.
/s/ Milton Brenner
- ------------------------- Director
Milton Brenner
/s/ Ernest E. Courchene, Jr.
- ------------------------- Director
Ernest E. Courchene, Jr.
/s/ Donald S. Jones
- ------------------------- Director
Donald S. Jones
/s/ Eugene Novikoff
- -------------------------- Director
Eugene Novikoff
/s/ John S. Patton
- -------------------------- Director
John S. Patton
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
---------------
EXHIBITS
to
Form S-3
Registration Statement
---------------
Aeroflex Incorporated
(Exact name of registrant as specified in its charter)
Exhibit 4.1
STOCK OPTION AGREEMENT
AGREEMENT made the 13th day of February, 1996, between Aeroflex
Incorporated, a Delaware corporation, (hereinafter called the "Company") and
___________, residing at ____________________________________________________
(hereinafter called the "Optionee").
W I T N E S S E T H:
Whereas, the Company, MIC Technology Corp. ("MIC"), and the Stockholders of
MIC entered into a Stock Purchase Agreement dated February 13, 1996, pursuant to
which the Company will acquire all of the outstanding Common Stock of the MIC
Stockholders (the "Acquisition"); and
Whereas, the Optionee is currently an employee of MIC, and the Company is
desirous of inducing or encouraging the Optionee to continue to remain in the
employ of MIC after the Acquisition is consummated by offering the Optionee
certain incentives or rewards to do so; and
Whereas, the Board of Directors of the Company has determined that Optionee
is eligible for, and should be granted, subject to the Closing of the
Acquisition as hereinafter provided, an option as hereinbelow provided, and
Optionee desires to have such option;
Now, Therefore, in consideration of the premises and the mutual covenants
hereinafter set forth, the parties hereto agree as follows:
1. Grant and Exercise of Option. The Company hereby grants to Optionee an
option to purchase a total of ________________________________ (_______) shares
of the authorized and unissued Common Stock of the Company, having a par value
of $.10 per share, at the price of $4.00 per share, upon and subject to the
following terms and conditions:
(a) The within option may be exercised on or before March 18, 2001 (the
"Expiration Date") and, within such period, only at the following times and in
the following amounts:
(i) After the expiration of one (1) year from the Effective Date
(as hereinafter defined) of this Agreement, the option may be
exercised to the extent of not more than THIRTY-THREE and ONE-THIRD
(33 1/3%) PERCENT of the shares granted in Paragraph 1 hereof;
(ii) After the expiration of two (2) years from the Effective Date
of this Agreement, the option may be exercised to the extent of not
more than SIXTY-SIX AND TWO-THIRD (66 2/3%) PERCENT of the shares
granted in Paragraph 1 hereof;
<PAGE>
(iii) After the expiration of three (3) years from the Effective
Date of this Agreement, the option may be exercised for ONE HUNDRED
(100%) PERCENT of the shares granted in Paragraph 1 hereof;
(b) The right to exercise set forth in Paragraph 1(a)(i), (ii) and
(iii) shall be accelerated providing for immediate exercise, in the event of a
change in control of the Company.
(1) For purposes of this Agreement, a change in control of the
Company, or in any person directly or indirectly controlling the Company, shall
mean:
(i) a change in control as such term is presently defined in
Regulation 240.12b-2 under the Securities and Exchange Act of 1934; or
(ii) if any "person" (as such term is used in Section 13(d) and
14(d) of the Exchange Act) other than the Company or any "person" who on
the date of this Agreement is a director or officer of the Company, becomes
the "beneficial owner" (as defined in Rule 13(d)-3 under the Exchange Act)
directly or indirectly, of securities of the Company representing ten (10%)
percent of the voting power of the Company's then outstanding securities;
or
(iii) if during any period of two (2) consecutive years during the
term of this Agreement, individuals who at the beginning of such period
constitute the Board of Directors, cease for any reason to constitute at
least a majority thereof, unless the election of each director who is not a
director at the beginning of such period has been approved in advance by
directors representing at least two-third (2/3) of the directors then in
office who were directors at the beginning of the period.
(2) Notwithstanding the foregoing, this paragraph shall have no
applicability to any change of control as defined hereunder in the event that:
(i) a majority of the Board of Directors in office immediately
prior to the event or events resulting in the change f control determine
that such change is in the best interests of the Company; or
(ii) a majority of the Board of Directors in office immediately
prior to the event or events resulting in the change of control determine
that such change is not in the best interests of the Company; and
thereafter Employee cooperates, assists or acts, directly or indirectly, on
behalf of or in connection with the party seeking to acquire control of the
Company; it being expressly understood and agreed that in the event the
within option is not exercised on or before the Expiration Date, as to any
part or all of the shares which may be purchased under the option, the
right to purchase such shares shall completely lapse;
(c) Each exercise of the within option shall be by delivery to the
Company, at its then principal office (attention of the Secretary) of written
notice stating the number of shares to be purchased, accompanied by payment in
full of the option price of such shares. The option price shall be payable in
United States dollars in cash or by certified check, bank draft, postal or
express money order; provided, however, that in lieu of payment in full in cash,
an optionee may, with the approval of the Board of Directors, exercise his
option by tendering to the Company shares of the Company's Common Stock owned by
him and having a fair market value (as determined by the Board of Directors in
its absolute discretion) equal to the cash exercise price (or the balance
thereof) applicable to his option.
<PAGE>
(d) In the event of each exercise of the within option, the Company
shall deliver to the Optionee, personally or at the Optionee's designated
address, as soon as practicable, a certificate made out to the Optionee for the
number of shares being purchased.
2. Non-Transferability of Option. The option granted under this Agreement
shall not be transferred otherwise than by will or the laws of descent and
distribution and shall be exercisable during Optionee's lifetime only by the
Optionee. No option granted hereunder shall be subject to execution, attachment,
pledge, hypothecation, or other process.
3. Death, Retirement and Termination of Employment. Any Option, the period
of which has not expired, shall terminate at the time of death of the Optionee,
or at the time of retirement or termination for any reason of such person's
employment or service with MIC, and no share of Common Stock may thereafter be
delivered pursuant to such Option, except that:
(a) Upon retirement or termination of employment or service (other
than by death, disability, voluntary termination or termination for cause), an
Optionee may within two (2) months after the date of such retirement or
termination, purchase all or part of the shares with respect to which such
Optionee is entitled to exercise such option, in accordance herewith, but in no
event after the Expiration Date. For purposes of this Section, "cause" shall
mean (i) willful disregard of duties and/or gross insubordination, (ii) habitual
absence from employment, or (iii) the commission of fraud, misrepresentation or
embezzlement;
(b) Upon the "disability" of any Optionee, the Optionee may within
three (3) years after the date of such termination of employment, but in no
event after the Expiration Date, purchase all or part of the shares with respect
to which such Optionee is entitled to exercise such Option in accordance
herewith. For purposes of this section, the term "disability" shall mean a
physical or mental disability as defined in Section 105 of the Internal Revenue
Code of 1986, as amended; and
(c) Upon the death of the Optionee during his employment, the person
or persons to whom such Optionee's rights under the Option are transferred by
will or the laws of descent and distribution may, within two (2) years after the
date of such Optionee's death, but in no event after the Expiration Date,
purchase all or any part of the shares with respect to which the Option was
exercisable on the date of termination of employment or service in accordance
herewith.
4. Dilution and Other Adjustments. In the event that there is any change in
the stock subject to the within option through merger, consolidation or
reorganization, or in the event of any dividend in stock of the same class to
holders of issued and outstanding stock of the same class, or the issuance to
the holders of such stock of rights to subscribe to stock of the same class, or
in the event of any split, combination or exchange of stock or other change in
the capital structure of the Company, the Board of Directors of the Company
shall make such adjustments in the within option as it may deem equitable to
prevent dilution or enlargement of the rights granted to the Optionee hereunder,
and such adjustments, when so made, shall be conclusive and binding on the
parties to this Agreement; and provided, further, that nothing herein shall be
construed as limiting or preventing the Company from exercising any right or
power to make or enter into adjustments, reclassifications, reorganizations, or
changes in its capital or business structure or to merge, consolidate or
dissolve or to sell or transfer all or any part of its business or assets.
<PAGE>
5. Registration.
The Company shall cause a Registration Statement on Form S-8 covering the
Shares of the Common Stock of the Company issuable upon the exercise of the
Option granted hereunder to be filed with the Securities and Exchange Commission
and to become effective under the Securities Act of 1933, as amended, prior to
the first anniversary date of this Agreement; provided, however, that if the
Company is not permitted for any reason to register such Common Stock pursuant
to a Registration Statement on Form S-8, the Company shall use its best efforts
to cause a Registration Statement on Form S-3 covering the Common Stock to be
filed with the Securities and Exchange Commission and to become effective under
the Securities Act of 1933, as amended, prior to the first anniversary date of
this Agreement.
6. Requirements by Law.
(a) If any law, regulation of the Securities and Exchange Commission,
or any regulation of any other commission or agency having jurisdiction shall
require the Company or the Optionee to take any action with respect to the
shares of stock to be acquired upon the exercise of the within option, then the
date upon which the Company shall deliver or cause to be delivered the
certificate or certificates for the shares of stock shall be postponed until
full compliance has been made with all such requirements of law or regulation.
(b) Neither the Optionee nor any person or persons referred to in
Paragraph 3 above, as the case may be, shall be, or shall be deemed to be, a
holder of any shares subject to the within option unless and until certificates
for such shares are delivered to him or them in accordance with this Agreement,
and no certificates may be delivered until the shares represented thereby are
paid in full.
7. Purchase for Investment. The Optionee represents, on behalf of himself
and the person or persons referred to in Paragraph 3 above, that any shares of
the Company purchased pursuant to this Agreement will be acquired in good faith
for investment and not for resale or distribution, and Optionee on behalf of
himself and said person or persons, agrees that each notice of the exercise of
the within option shall contain or be accompanied by a representation in writing
signed by him or said person or persons, as the case may be, in form
satisfactory to the Company, that the shares of the Company to be purchased
pursuant to such notice are being so acquired and will not be sold except in
compliance with applicable securities laws. The requirements of this Paragraph 6
may be waived by the Company if the Company shall have received an opinion of
its counsel that such representation is not required.
8. Acknowledgment. Optionee represents that he has read and understands the
terms and conditions of this Agreement and agrees to be bound thereby.
9. Effectiveness. Notwithstanding anything herein to the contrary, this
Agreement is conditioned, and only shall become effective upon, the actual
Closing of the Acquisition (the "Effective Date").
In Witness Whereof, the parties hereto have duly executed this Agreement as
of the day and year first above written.
AEROFLEX INCORPORATED
By: __________________________
--------------------------------
______________________, Optionee
Exhibit 5
February 14, 1997
Securities and Exchange Commission
450 Fifth Avenue
Washington, D.C. 20549
Re: Aeroflex Incorporated
Registration Statement on Form S-3
Gentlemen:
Reference is made to the filing by Aeroflex Incorporated (the "Company") of
a Registration Statement on Form S-3 (the "Registration Statement") with the
Securities and Exchange Commission pursuant to the provisions of the Securities
Act of 1933, as amended, covering the registration of 275,000 shares of Common
Stock of the Company, par value $.10 per share (the "Common Stock") obtainable
upon the exercise of Options to purchase Common Stock (the "Options").
As counsel for the Company, we have examined its corporate records,
including its Certificate of Incorporation, By-Laws, its corporate minutes, the
form of its Common Stock certificate and Options and such other documents as we
have deemed necessary or relevant under the circumstances.
Based upon our examination, we are of the opinion that:
1. The Company is duly organized and validly existing under the laws of the
State of Delaware.
2. The shares of Common Stock subject to the Registration Statement have
been duly authorized and, when issued in accordance with the terms of the
Options, as more fully described in the Registration Statement, will be legally
issued, fully paid and non-assessable.
We hereby consent to be named in the Registration Statement and in the
prospectus which constitutes a part thereof as counsel to the Company, and we
hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
/s/ Blau, Kramer, Wactlar & Lieberman, P.C.
BLAU, KRAMER, WACTLAR
& LIEBERMAN, P.C.
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
Board of Directors
Aeroflex Incorporated and Subsidiaries:
We consent to the incorporation by reference in this Registration Statement on
Form S-3 of our report dated August 12, 1996, relating to the consolidated
balance sheets of Aeroflex Incorporated and Subsidiaries as of June 30, 1996
and 1995 and the related consolidated statements of operations, stockholders'
equity and cash flows and related schedule for the years then ended which
report appears in the June 30, 1996 annual report on Form 10-K of Aeroflex
Incorporated, and to the reference to our firm under the caption "Experts" in
this Registration Statement.
KPMG Peat Marwick LLP
Jericho, New York
February 11, 1997
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
Aeroflex Incorporated
We consent to the incorporation by reference in this Registration Statement
of Aeroflex Incorporated (formerly ARX, Inc.) on Form S-3 of our report dated
August 12, 1994 on the consolidated statements of operations, stockholders'
equity and cash flows and financial statement schedule for the year ended June
30, 1994, appearing in the Annual Report on Form 10-K of Aeroflex Incorporated
for the year ended June 30, 1996 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Jericho, New York
February 11, 1997
