<PAGE>
As filed with the Securities and Exchange Commission on December 20, 1996
Registration No. 33-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
Registration Statement Under the Securities Act of 1933
IFR SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 48-0777904
(State or other jurisdiction (I.R.S. Employer Identi-
of incorporation) fication Number)
10200 West York Street
Wichita, Kansas 67215
(316) 522-4981
(Address, including ZIP code, and telephone number,
including area code, of Registrant's principal executive offices)
JEFFREY A. BLOOMER
Chief Financial Officer and Treasurer,
IFR Systems, Inc.
10200 West York Street
Wichita, Kansas 67215
(316) 522-4981
(Name, address, including ZIP code, and telephone
number, including area code, of agent for service)
COPIES TO:
BENJAMIN C. LANGEL
Foulston & Siefkin L.L.P.
700 Fourth Financial Center
Wichita, Kansas 67202
(316) 267-6371
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
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 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 statement 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. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER UNIT(1) PRICE(1) FEE
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<S> <C> <C> <C> <C>
Common Stock 80,000 shares $14.50 $1,160,000.00 $350.00
$.01 par value
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</TABLE>
(1) Estimated solely for the purpose of computing the Registration Fee pursuant
to the provisions of Rule 457(c), based upon a price of $14.50 per share, being
the average of the reported bid and asked price on December 18, 1996, as
reported by the NASDAQ National Market.
__________________________
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 this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
PROSPECTUS
80,000 SHARES
COMMON STOCK
$.01 PAR VALUE
IFR SYSTEMS, INC.
_________________________________________
This Prospectus relates to an offering of up to 75,000 shares
(the "Shares") of common stock, par value $.01 per share (the "Common Stock"),
of IFR Systems, Inc., to be issued to York 1995 Limited ("York"), formerly York
Technology Limited.
The Common Stock being registered will be issued to York in
payments, in whole or in part, of a Loan Note (the "Note"), dated June 21, 1995,
in the original principal amount of $1,872,000 of the Company issued to York in
connection with the acquisition by the Company of substantially all of the
assets of York. The Company will not receive any cash proceeds. No
underwriting discounts or commissions will be paid in connection with the
issuance of the Shares.
The Common Stock is quoted on the Nasdaq National Market under
the symbol "IFRS." On December 18, 1996 the last sale price of the Common Stock,
as reported on the Nasdaq National Market, was $14.375 per share.
_________________________________________
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
_________________________________________
No dealer, salesman or any other person has been authorized to
give any information or to make any representations in connection with this
offering other than those contained in this Prospectus and, if given or made,
such other information and representations must not be relied upon as having
been authorized by the Company. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, create any implication that
there has been no change in the affairs of the Company since the date hereof or
that the information contained herein is correct as of any time subsequent to
its date. This Prospectus does not constitute an offer to sell, or a
solicitation of any offer to buy, any securities other than the registered
securities to which it relates. This Prospectus does not constitute an offer to
sell, or a solicitation of any offer to buy, such securities in any
circumstances in which such offer or solicitation is unlawful.
The date of this Prospectus is December ___, 1996
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational reporting
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and, in accordance therewith, files reports, proxy statements,
information statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements, information
statements, and other information filed by the Company with the Commission
pursuant to the requirements of the Exchange Act may be inspected and copied at
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549-1004,
and at the Commission's Regional Offices at 7 World Trade Center, Suite 1300,
New York, New York 10048 and at 500 West Madison Avenue, Suite 1400, Chicago,
Illinois 60661. Copies of such material may be obtained from the Public
Reference Room of the Commission at 450 Fifth Street, N.W., Washington, D.C.
10549, at prescribed rates. The Company is a publicly held corporation and its
Common Stock is traded on the Nasdaq National Market under the symbol "IFRS".
Reports, proxy statements, information statements, and other information can
also be inspected at the offices of the Nasdaq National Market, 1735 K Street,
N.W., Washington, D.C. 10549. The Commission maintains a Web site that contains
reports, proxy statements, information statements, and other information
regarding registrants, including the Company that files electronically with the
Commission. The Commission's Web site address is http://www.sec.gov.
The Company has filed with the Commission a Registration
Statement on Form S-3 (referred to herein, together with all exhibits as the
"Registration Statement") under the Securities Act of 1933, as amended, (the
Securities Act"), with respect to the shares of Common Stock offered hereby.
This Prospectus, which constitutes a part of the Registration Statement, does
not contain all information set forth in the Registration Statement. Certain
parts of the Registration Statement have been omitted in accordance with the
rules and regulations of the Commission. For further information, reference is
made to the Registration Statement and to the exhibits thereto.
DOCUMENTS INCORPORATED BY REFERENCE
The Company will provide without charge to each person to whom a
copy of this Prospectus is delivered, including any beneficial owner, upon the
written or oral request of such person, a copy of any or all of the documents
incorporated by reference herein (other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference into the information
that this Prospectus incorporates). Requests should be directed to Jeffrey A.
Bloomer, IFR Systems, Inc., 10200 West York Street, Wichita, Kansas 67215
(telephone
(316) 522-4981).
The Company's (i) Annual Report on Form 10-K for the fiscal year
ended June 30, 1996; (ii) Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1996; (iii) all reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the Form 10-K; and (iv) the description of the
Common Stock contained in the Company's registration statement on Form 8-A,
filed February 12, 1986, including any amendments or reports filed for the
purpose of updating such description, are hereby incorporated by reference into
this Prospectus.
All documents filed with the Commission by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the termination of the offering relating to this
Prospectus will be deemed to be incorporated by reference into this Prospectus
and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein will be deemed to be modified, replaced, or superseded for
purposes of this Prospectus to the extent that a statement contained herein or
in any other subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded will be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
-2-
<PAGE>
THE COMPANY
IFR Systems, Inc. ("IFR" or the "Company") is a Delaware
corporation with its principal offices in Wichita, Kansas. IFR designs,
manufactures, and markets communications, test and measurement, avionics, and
fiber optic test instruments. These products are used to test radio products,
aircraft avionics systems and optical fiber. IFR has been engaged in this
general industry directly, and through a predecessor corporation, in the same
general type of business since 1968, and its initial public offering of common
stock was made in 1986. IFR's fiber optics test equipment products are
manufactured by its wholly owned subsidiaries, Photon Kinetics, Inc. and York
Technology, Ltd.
IFR's communications service monitors are used to test and
maintain radio products, including pagers, scanners, military comm-transceivers,
and cellular, land mobile, marine and citizens band radios. Service monitors
test mobile radio equipment for proper frequency transmission, signal modulation
and power output. The principal end users of communications service monitors
are original equipment manufacturers, service and repair companies, government
agencies, and users of mobile radio equipment.
IFR's portable spectrum analyzers (test and measurement) measure
the amplitude of various frequency components in transceivers and other radio
frequency devices. IFR targets these products for original equipment
manufacturers, service and repair companies, and educational institutions.
IFR avionics test instruments consist of portable and stationary
precision simulators which duplicate airborne conditions to test the
communications, weather radar, and instrument landing and navigational systems
installed in aircraft and ground stations. IFR's precision simulators are used
to test the avionics electronics systems in commercial, military, and general
aviation aircraft. The principal end users of such precision simulators are
general aviation service and repair companies, commercial airlines,
manufacturing firms, and the federal government.
IFR's fiber optic test instruments consist of portable and
stationary units which are used to test and verify specific parameters of
optical fibers. These products are used by telephone companies, installers of
voice/data communications networks, cable television operators, utilities,
contractors, fiber manufacturers, and the military. IFR also manufactures
certain machine parts and purchases electronic components for assembly into
finished test instruments.
The Company is a Delaware corporation formed in 1985 by merger
with a predecessor corporation. The Company's principal executive offices are
located at 10200 West York Street, Wichita, Kansas 67215-8935, and its telephone
number is (316) 522-4981.
-3-
<PAGE>
PAYMENT OF THE NOTE
The Note is an unsecured promissory note in the original
principal amount of $1,872,000, dated June 21, 1995 and due December 31, 1996.
The Note was issued by Cornibi Limited, an English company [and subsidiary of
IFR] in connection with the acquisition on June 21, 1995, of substantially all
of the assets of York Technology Limited and York Technology, Inc. and certain
real estate. The original total purchase price was approximately $6,900,000 of
which $4,728,000 was paid in cash and the balance was evidenced by the Note.
The Note does not bear interest prior to maturity and bears interest at a
fluctuating rate of 4% above the London Interbank Offering Rate after maturity.
The Note provides that the Company may make payment in whole or
in part of the principal amount and any interest by delivering whole shares of
IFR Common Stock. Such shares are to be "registered" and eligible for trading
on NASDAQ. Such shares shall be valued for purposes of payment of the Note at
the average closing market price of the shares for the 20 trading days ending
the business day prior to the date of delivery as reported by the NASDAQ
National Markets Quotations and published in the Southwestern edition of THE
WALL STREET JOURNAL. Based on the reported closing market prices for the twenty
business days ending on December 18, 1996, the Shares would have a market price
of $15.053 per share and the 80,000 Shares would have a total value of
$1,204,240 to be applied to the principal amount of the Note.
The Note further provides for various offsets to the principal
amount due. One of such offsets, based on the level of sales of the acquired
businesses being below the agreed upon level during fiscal 1996, has resulted in
a reduction of $245,559 in the principal amount of the Note. Other offsets for
payments aggregating $286,466, reduce the current unpaid principal balance of
the Note to $1,339,975.
Based on a market price of $15.053 and a principal balance of the
Note of $1,339,975, the 80,000 Shares would repay an aggregate of $1,204,240
leaving a principal balance of $135,735 on the Note to be paid in cash. The
Company has sufficient cash on hand to make such payment on December 31, 1996.
USE OF PROCEEDS
The Company will not receive any net cash proceeds from the
issuance of the Shares. The Company's indebtedness will be reduced in an amount
calculated as described above under the caption "Payment of the Note".
LEGAL MATTERS
The validity of the Common Stock to be issued in payment of the
Note is being passed upon for the Company by Foulston & Siefkin L.L.P., Wichita,
Kansas.
EXPERTS
The consolidated financial statements of IFR Systems, Inc.
incorporated by reference in the Company's Annual Report (Form 10-K) for the
year ended June 30, 1996 have been audited by Ernst & Young LLP independent
auditors, as set forth in their report thereon incorporated by reference
therein and incorporated herein by reference. Such consolidated financial
statements have been incorporated herein by reference, in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
-4-
<PAGE>
INDEMNIFICATION
Under Section 145 of the Delaware General Corporation Law, a
corporation may indemnify directors, officers and controlling persons of the
corporation who are parties to or are threatened to be made parties to actions,
suits, or proceedings, whether civil, criminal, administrative or investigative,
by reason of such status. The Company's Certificate of Incorporation provides
that the Company shall indemnify directors, officers and employees to the full
extent permitted by Section 145. The Company has also entered into separate
indemnification agreements with its officers and directors which among other
things, confirm the availability to them of the indemnification provisions
contained in the Company's Certificate of Incorporation and provide that such
indemnification will continue even if the Company's Certificate of Incorporation
is amended. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Registrant under Delaware law, the Company's Certificate of
Incorporation, or otherwise, the Registrant has been advised that in the opinion
of the Commission such indemnification is against public policy as expressed in
the Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
TABLE OF CONTENTS
Page
----
Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Documents Incorporated by Reference. . . . . . . . . . . . . . . . . . . . . . 2
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Payment of the Note. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
-5-
<PAGE>
PART II
IFR SYSTEMS, INC.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution*
SEC registration fee . . . . . . . . . . . . . . . . . $ 350.00
Blue Sky Filing Fees and Expenses (Including Counsel). $ -
Legal fees and expenses. . . . . . . . . . . . . . . . $2,500.00
Accounting fees and expenses . . . . . . . . . . . . . $2,000.00
Printing expenses. . . . . . . . . . . . . . . . . . . $ 100.00
Miscellaneous. . . . . . . . . . . . . . . . . . . . . $2,167.00
TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . $7,117.00
---------
---------
_________________________
* All amounts except the SEC Registration
Fee are estimates.
Item 15. Indemnification of Directors and Officers
As authorized by Section 145 of the General Corporation Law of the
State of Delaware, the Company's Certificate of Incorporation provides
indemnification of officers and directors against liabilities and expenses,
including attorneys' fees, if such a person is involved in legal actions,
whether civil, criminal, administrative or investigative, by reason of the fact
he is or was a director or officer of the corporation or is serving at the
request of the corporation in certain other capacities. Article V of the
Company's Certificate of Incorporation provides that such indemnity shall be
given to the maximum extent permitted by Delaware law. Indemnification is
generally permitted by Delaware law so long as the officer or director acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and with respect to a criminal action, had no
reasonable cause to believe his conduct was unlawful.
The Company has also entered into contractual commitments to indemnify
officers and directors pursuant to a form of Indemnification Agreement that was
ratified and approved by the Company's stockholders in November 1989. Such
Indemnification Agreements: (i) confirm the indemnity provided to the
Indemnitees by the Certificate and givem them assurances that such indemnity
will continue to be provided despite future changes in the Certificate and (ii)
provide that, subject to certain important exceptions, the Indemnitees shall be
indemnified to the fullest possible extent permitted by law against all expenses
(including attorneys' fees), judgments, fines and settlement amounts actually
and reasonably incurred or paid by them in any action or proceeding, including
any action by or in the right of the Company, on account of their service as a
director or officer of the Company or their service in certain other capacities
when undertaking such service at the request of the Company. The
Indemnitication Agreements further provide that expenses incurred by the
Indemnitees in such cases shall be paid in advance, subject to the Indemnitees'
obligation to reimburse the Company in the event it is ultimately determined
that they are not entitled to be indemnified for such expenses under any of the
provisions of the Indemnification Agreements.
No indemnification is provided under the Indemnification Agreements on
account of conduct which is adjudged to be deliberately dishonest and material
to establishing the liability for which indemnification is sought. In addition,
no indemnification is provided if a final court adjudication shall determine
that such indemnification is not lawful, or in respect of any suit in which
judgment is rendered for an accounting of profits made from a purchase or sale
of securities of the Company in violation of Section 16(b) of the Securities
Exchange Act of 1934 (the "1934 Act"), or of any similar statutory provision, or
on account of any remuneration, personal profit, or advantage which is adjudged
to have been obtained in violation of law. The Indemnification Agreements also
contain provisions designed to protect the Company from unreasonable settlements
or redundant legal expenditures.
II-1
<PAGE>
Section 145 of the Delaware Corporation Law specifically authorizes
certain types of indemnity, but is not exclusive and expressly allows
corporations to provide additional indemnities. The Indemnification Agreements
provide substantially broader indemnification than Section 145. One significant
difference is that, under the Indemnification Agreements, indemnification is
provided in respect of judgments and accounts paid in settlement of actions by
or on behalf of the Company (except under the circumstances noted above), while
under Section 145 indemnification generally is permitted ONLY with respect to
EXPENSES of such actions under certain circumstances. Also, under Section 145
amounts may generally be paid as indemnification only if an independent
determination is made in each specific case that under the circumstances the
individual claiming indemnity has met certain standards of conduct relating to
acting in good faith and in the best interests of the Company. Under the terms
of the Indemnification Agreements a determination that a director or officer has
met these standards is not required for such indemnification although, as noted
above, the Indemnification Agreements exclude indemnification for conduct which
is adjudged to be deliberately dishonest.
The Indemnification Agreements also provide for contribution by the
Company, with certain exceptions, to amounts paid by the Indemnitees in any
situation in which the Company and such individuals are jointly liable (or would
be if the Company were joined in the litigation) if for any reason
indemnification is not available. The amount of such contribution would be
determined by the Board of Directors, with consideration being given to the
relative benefits to the Company and the individuals of the transaction from
which liability arose, and the relative fault in the transaction of the Company
and the individuals. This provision could be applicable in the event a court
found that indemnification under the federal securities laws is against public
policy and thus not enforceable, as well as in other cases. As is the case with
the Indemnification Agreements in general, the enforceability of the
contribution provision of such agreements has not been tested in court and may
be limited by public policy considerations. Moreover, since the contribution
provisions and the indemnification provisions have similar effects, namely, to
provide monetary assistance to an officer or director in defense of a claim
against him, it is possible that if a court were to find the indemnification
provisions unenforceable, it would likewise find the contribution provisions
unenforceable as well.
Item 16. Exhibits.
The following exhibits are filed herewith or incorporated herein by
reference:
4.1 Specimen certificates 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. (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)
4.3 Articles I, III, and VII of the Certificate of Incorporation
of the Company. (Included in Exhibit 4.2 and 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)
4.4 Articles 2, 3 and 5 of the 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)
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)
5.1 Opinion of Foulston & Siefkin L.L.P.
II-2
<PAGE>
12.1 Statement re computation and per share earnings.
(Incorporated by reference to Exhibit 11.0 of the Company's
Annual Report on Form 10-K for the year ended June 30, 1996)
24.1 Consent of Ernst & Young LLP
24.2 Consent of Foulston & Siefkin L.L.P. (Included in Exhibit
5.1)
25 Power of Attorney. (Included on signature page)
99 Copy of Loan Note dated June 21, 1995, $1,872,000 original
principal amount, issued by Cornibi Limited to York
Technology Limited. (Incorporated by reference as
document A.21 to Exhibit 2.1 of the Company's Form 8-K
dated July 6, 1995, File No. 0-14224)
II-3
<PAGE>
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section
13(a) or 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
Securities Act of 1933 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.
II-4
<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 the City of Wichita, State of Kansas, on December 16, 1996.
IFR SYSTEMS, INC.
By /s/ Alfred H. Hunt, III
-----------------------
Alfred H. Hunt, III
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of IFR Systems, Inc.
hereby severally and individually constitute and appoint Alfred H. Hunt, III and
Jeffrey A. Bloomer, and each of them, the true and lawful attorneys and agents
of each of us to execute in the name, place, and stead of each of us
(individually and in any capacity stated below) any and all amendments to this
registration statement on Form S-3 and all instruments necessary or advisable in
connection therewith and to file the same with the Securities and Exchange
Commission, each of said attorneys and agents to have the power to act with or
without the others and to have full power and authority to do and to perform in
the name and on behalf of each of the undersigned every act whatsoever necessary
or advisable to be done in the premises as fully and to all intents and purposes
as any of the undersigned might or could do in person, and we hereby ratify and
confirm our signatures as they may be signed by our said attorneys and agents
and each of them to any and all such amendments and instruments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Alfred H. Hunt, III Director, President and December 16, 1996
- --------------------------------- Chief Executive Officer
Alfred H. Hunt, III (Principal Executive Officer)
/s/ Ralph R. Whitney, Jr. Chairman of the Board December 16, 1996
- -------------------------------- of Directors
Ralph R. Whitney, Jr.
/s/ Wilton W. Cogswell, III Director December 16, 1996
- --------------------------------
Wilton W. Cogswell, III
/s/ Donald L. Graf Director December 16, 1996
- --------------------------------
Donald L. Graf
II-5
<PAGE>
/s/ John V. Grose Director December 16, 1996
- --------------------------------
John V. Grose
/s/ Oscar L. Tang Director December 16, 1996
- --------------------------------
Oscar L. Tang
/s/ Jeffrey A. Bloomer Treasurer and Chief December 16, 1996
- ------------------------------- Financial Officer
Jeffrey A. Bloomer (Principal Financial and
Accounting Officer)
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
Exhibit No. Page
----------- ----
4.1 Specimen certificates 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. (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)
4.3 Articles I, III, and VII of the Certificate of
Incorporation of the Company. (Included in Exhibit
4.2 and 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)
4.4 Articles 2, 3 and 5 of the 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)
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)
5.1 Opinion of Foulston & Siefkin L.L.P.
12.1 Statement re computation and per share earnings.
(Incorporated by reference to Exhibit 11.0 of the
Company's Annual Report on Form 10-K for the year
ended June 30, 1996)
24.1 Consent of Ernst & Young LLP
24.2 Consent of Foulston & Siefkin L.L.P. (Included in
Exhibit 5.1)
25 Power of Attorney. (Included on signature page)
99 Copy of Loan Note dated June 21, 1995, $1,872,000
original principal amount, issued by Cornibi Limited
to York Technology Limited. (Incorporated by reference as
document A.21 to Exhibit 2.1 of the Company's Form 8-K
dated July 6, 1995, File No. 0-14224)
II-7
<PAGE>
FOULSTON & SIEFKIN L.L.P.
700 Fourth Financial Center
Wichita, Kansas 67202
(316)267-6371
December 20, 1996
IFR Systems, Inc.
10200 West York Street
Wichita, KS 67215
Re: Registration Statement on Form S-3
Dear Sirs:
We have acted as special counsel to IFR Systems, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission of a registration statement on Form S-3
and exhibits thereto (the "Registration Statement") covering the registration
under the Securities Act of 1933, as amended, of 80,000 shares of the Company's
common stock, $0.01 par value (the "Shares").
In connection with this opinion, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of such documents,
corporate records, certificates, and other instruments as we have deemed
necessary or appropriate for purposes of this opinion, with respect to:
1. The organization of the Company; and
2. The legal sufficiency of all corporate proceedings of
the Company taken in connection with authorizing the issuance of
the Shares.
Based upon such examination, we are of the opinion that:
(a) The Company is a corporation, validly existing and in
good standing under the laws of the State of Delaware;
Exhibit 5.1
<PAGE>
IFR Systems, Inc.
December 20, 1996
Page 2
(b) The Company has taken all necessary and required
corporate action in connection with the authorization and
issuance of the Shares; and
(c) When the Registration Statement shall have been filed
with the Securities and Exchange Commission, the Shares will,
when issued pursuant to and as described in the Registration
Statement, be duly authorized, validly issued, fully paid, and
nonassessable.
We hereby consent (i) to be named in the Registration Statement,
and in the Prospectus which constitutes a part thereof, as the attorneys who
will pass upon legal matters in connection with the sale of the Shares covered
by the Registration Statement, and (ii) to the filing of this opinion as Exhibit
5.1 to the Registration Statement.
Very truly yours,
FOULSTON & SIEFKIN L.L.P.
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of IFR Systems, Inc.
for the registration of up to 80,000 shares of its common stock and to the
incorporation by reference therein our report dated July 29, 1996, with
respect to the consolidated financial statements of IFR Systems, Inc.
incorporated by reference in its Annual Report (Form 10-K) for the year ended
June 30, 1996 and the related financial statement schedules included therein,
filed with the Securities and Exchange Commission.
Ernst & Young LLP
December 19, 1996
