<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
(MARK ONE)
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED JUNE 30, 1995 OR
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM ____________ TO ____________
COMMISSION FILE NUMBER 0-14224
IFR SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 48-0777904
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation of organization)
10200 WEST YORK STREET
WICHITA, KANSAS 67215
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (316) 522-4981
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
TITLE OF EACH CLASS
Common Stock, $.01 par value
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
State the aggregate market value of the voting stock held by nonaffiliates of
the Registrant as of September 11, 1995: Common stock, $.01 par value,
$60,077,369
Indicate the number of shares outstanding of each of the Registrant's classes of
common stock as of September 11, 1995: Common stock, $.01 par value, 5,491,219
shares.
DOCUMENTS INCORPORATED BY REFERENCE:
(1) Portions of the Registrant's annual report to shareholders for the year
ended June 30, 1995 are incorporated by reference into Parts I and II of this
Form 10-K.
(2) Portions of the Registrant's proxy statement for the November 10, 1995
annual meeting of shareholders are incorporated by reference into Part III of
this Form 10-K.
The exhibit index to this Form 10-K is located on pages 9 through 12.
1
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) The following financial statements of IFR, included in IFR's annual
report to shareholders for the year ended June 30, 1995, are incorporated by
reference in Item 8 of this report:
Consolidated Balance Sheets as of June 30, 1995 and 1994
Consolidated Statements of Income for the years ended June 30, 1995, 1994,
and 1993
Consolidated Statements of Shareholders' Equity for the years ended June
30, 1995, 1994, and 1993
Consolidated Statements of Cash Flows for the years ended June 30, 1995,
1994, and 1993
Notes to Consolidated Financial Statements
Report of Independent Auditors
(a)(2) The supplementary financial information included in IFR's annual
report to shareholders for the year ended June 30, 1995 under the caption
"Quarterly Financial Data" is incorporated by reference in Item 8 of this
report. The following financial statement schedules of IFR are included in this
report in response to Item 14(d):
Schedule II--Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable accounting
regulations of the Commission are not required under the related instructions or
are inapplicable, and therefore have been omitted.
(a)(3) See Exhibit Index
(b) No Form 8-K was filed during the fourth quarter of the fiscal year
ended June 30, 1995.
7
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
IFR Systems, Inc.
(Registrant)
Date: October 24, 1995 By /s/ Alfred H. Hunt, III
-----------------------
Alfred H. Hunt, III
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Date: October 24, 1995 By /s/ Alfred H. Hunt, III
-----------------------
Alfred H. Hunt, III,
Director, President, and Chief
Executive Officer (Principal Executive
Officer)
Date: October 24, 1995 By /s/ Bruce C. Bingham
--------------------
Bruce C. Bingham,
Treasurer (Principal Financial and
Accounting Officer)
--
8
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit No. Description of Exhibit Numbered
- ----------- ---------------------- --------
Page
- ----
2.1 Acquisition Agreement for York *
Technology, Inc. dated June 21, 1995.
(Incorporated by reference to
Exhibit 2.1 to the Company's Form
8-K dated July 6, 1995,
File No. 0-14224)
2.2 Acquisition Agreement for York *
Technology, Ltd. dated June 21, 1995
(Incorporated by reference to
Exhibit 2.2 to the Company's Form
8-K dated July 6, 1995,
File No. 0-14224)
2.3 Building transfer agreement with TKM *
Group Pension Trust Limited dated
June 21, 1995. (Incorporated by
reference to Exhibit 2.3 to the
Company's Form 8-K dated July 6,
1995, File No. 0-14224)
2.4 Supplemental Agreement dated June *
29, 1995. (Incorporated by reference
to Exhibit 2.4 to the Company's Form 8-K
dated July 6, 1995, File No. 0-14224)
3.1 Certificate of Amendment of *
Certificate of Incorporation of
IFR Systems, Inc. (the "Company")
dated February 27, 1989.
(Incorporated by reference to
Exhibit 3.1 to the Company's
Annual Report on Form 10-K for
the year ended June 30, 1989,
File No. 0-14224).
3.2 Certificate of Amendment of *
Certificate of Incorporation
of the Company dated January 15, 1987.
(Incorporated by reference to
Exhibit 3.1 to the Company's
Annual Report on Form 10-K for
the year ended June 30, 1987,
File No. 0-14224).
3.3 Certificate of Incorporation of *
the Company. (Incorporated by
reference to Exhibit 3.1 to the
Company's Registration Statement
on Form S-1 filed December 12,
1985, Reg. No. 33-2122).
3.4 By-Laws of the Company. *
(Incorporated by reference to
Exhibit 3.3 to the Company's
Annual Report on Form 10-K for
the year ended June 30, 1987,
File No. 0-14224).
9
<PAGE>
Sequentially
Exhibit No. Description of Exhibit Numbered
- ----------- ---------------------- --------
Page
- ----
3.5 Amendment to By-Laws of the *
Company adopted January 26, 1990.
(Incorporated by reference to
Exhibit 3.5 to the Company's Annual
Report on Form 10-K for the year
ended June 30, 1990, File No. 0-14224).
4.1 Specimen certificate representing *
common stock of the Company.
(Incorporated by reference to
Exhibit 4.1 to Amendment No. 2 to
the Company's Registration
Statement on Form S-1 filed
January 17, 1986, Reg. No. 33-
2122).
4.2 Article II of the Certificate *
of Incorporation of the Company,
as amended by the Certificate
of Amendment of Certificate of
Incorporation of the Company
dated January 15, 1987. (Included
in Exhibit 3.2).
4.3 Articles I, III, and VII of the *
Certificate of Incorporation of
the Company. (Included in
Exhibits 3.1 and 3.3).
4.4 Articles 2, 3, and 5 of *
the By-Laws of the Company.
(Included in Exhibit 3.4).
4.5 Rights Agreement between the *
Company and Harris Trust & Savings
Bank dated as of February 28, 1989.
(Incorporated by reference to
Exhibit 4.5 to the Company's
Annual Report on Form 10-K for
the year ended June 30, 1989,
File No. 0-14224).
4.6 Form of Rights Certificate of the *
Company. (Included in Exhibit 4.5).
4.7 IFR Systems, Inc. 1992 Nonqualified *
Stock Option Plan (Incorporated by
reference to Exhibit 4(a) to the Company's
Registration Statement on Form S-8
filed January 8, 1993, Reg. No. 33-56862)
4.8 Form of Option Agreement for IFR Systems, *
Inc. 1992 Nonqualified Stock Option Plan
(Incorporated by reference to Exhibit
4(b) to the Company's Registration
Statement on Form S-8 filed January 8,
1993, Reg. No 33-56862)
10
<PAGE>
Sequentially
Exhibit No. Description of Exhibit Numbered
- ----------- ---------------------- --------
Page
- ----
10.1 Description of Incentive Bonus *
Plan for Management of
the Company. (Incorporated by
reference from page 10 of the 1993
Proxy Statement as filed on September
8, 1993, File No. 0-14224).
10.2 Amended Incentive Stock Option *
Plan of the Company.
(Incorporated by reference to
Exhibit 10.10 to the Company's
Annual Report on Form 10-K for
the year ended June 30, 1987,
File No. 0-14224).
10.3 Form of Termination Agreement *
between the Company and Alfred
H. Hunt, III. (Incorporated by
reference to Exhibit 10.3 to
the Company's Annual Report on
Form 10-K for the year ended
June 30, 1989, File No. 0-14224).
10.4 IFR Systems, Inc. Employees' *
Profit Sharing Plan.
(Incorporated by reference to
Exhibit 10.4 to the Company's
Annual Report on Form 10-K for the
year ended June 30, 1990,
File No. 0-14224).
10.5 Amended and Restated Trust *
Agreement IFR Systems, Inc.
Employees' Profit Sharing Plan.
(Incorporated by reference to
Exhibit 10.5 to the Company's
Annual Report on Form 10-K for the
year ended June 30, 1990,
File No. 0-14224).
10.6 Restricted Stock Grant Plan of the *
Company. (Incorporated by reference
to Exhibit 10.6 to the Company's Annual
Report on Form 10-K for the Year ended
June 30, 1989, File No. 0-14224)
10.7 1988 Incentive Stock Option Plan of *
the Company. (Incorporated
by reference to Exhibit 10.7 to the
Company's Annual Report on Form 10-K
for the year ended June 30, 1989,
File No. 0-14224).
11
<PAGE>
Sequentially
Exhibit No. Description of Exhibit Numbered
- ----------- ---------------------- --------
Page
- ----
10.8 Form of Indemnity Agreement entered *
into between the Company and its
directors and certain of its officers
as of February 27, 1989. (Incorporated
by reference to Exhibit 10.8 to the
Company's Annual Report on Form 10-K
for the year ended June 30, 1989,
File No. 0-14224).
10.9 Lease between the Company and the City *
of Goddard, Kansas dated as of May 1,
1989. (Incorporated by reference to
Exhibit 10.9 to the Company's Annual
Report on Form 10-K for the year ended
June 30, 1989, File No. 0-14224).
10.10 Guaranty Agreement between the Company *
and BANK IV Wichita, National Association,
dated as of May 1, 1989. (Incorporated
by reference to Exhibit 10.10 to the
Company's Annual Report on Form 10-K
for the year ended June 30, 1989,
File No. 0-14224).
10.11 IFR Systems, Inc. Outside Director *
Compensation, Stock Option, and
Retirement Plan. (Incorporated by
reference to Exhibit 10.12 to the
Company's Annual Report on Form 10-K
for the year ended June 30, 1990,
File No. 0-14224).
11 Statement re: computation of per share *
earnings. (Incorporated by reference to
Exhibit 11 to the Company's Annual Report
on Form 10-K for the year ended June 30,
1995, File No. 0-14224)
13.1 The Company's 1995 Annual Report *
to Shareholders. (Incorporated by reference
to Exhibit 13.1 to the Company's Annual
Report on Form 10-K for the year ended
June 30, 1995, File No. 0-14224)
23.0 Consent of Ernst & Young LLP *
(Incorporated by reference to Exhibit 23.0
to the Company's Annual Report on Form 10-K
for the year ended June 30, 1995,
File No. 0-14224)
27.0 Financial Data Schedule
* Document has been previously filed with the Securities and Exchange Commission
and is incorporated herein by reference and made a part hereof.
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheets and consolidated statements of operations
from Form 10-K for June 30,1995 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-START> JUL-01-1994
<PERIOD-END> JUN-30-1995
<CASH> 662
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<RECEIVABLES> 12,291
<ALLOWANCES> 472
<INVENTORY> 24,061
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<PP&E> 17,115
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<TOTAL-ASSETS> 58,402
<CURRENT-LIABILITIES> 14,712
<BONDS> 5,054
<COMMON> 62
0
0
<OTHER-SE> 38,574
<TOTAL-LIABILITY-AND-EQUITY> 58,402
<SALES> 75,994
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<OTHER-EXPENSES> 91
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<EPS-PRIMARY> .41
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</TABLE>
