<PAGE>
As filed with the Securities and Exchange Commission on May 15, 1998
Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement Under the Securities Act of 1933
IFR SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 48-1197645
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
10200 WEST YORK STREET, WICHITA, KANSAS 67215-8935
(Address of principal executive offices) (Zip Code)
IFR SYSTEMS, INC.
1996 INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
ALFRED H. HUNT, III COPIES TO:
President and Chief Executive Officer BENJAMIN C. LANGEL
IFR Systems, Inc. Foulston & Siefkin L.L.P.
10200 West York Street 700 NationsBank Financial
Wichita, Kansas 67215-8935 Center
(Name and address of agent for service) Wichita, Kansas 67202
316-522-4981
(Telephone Number, including Area
Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per unit (1) price (2) registration fee
<S> <C> <C> <C> <C>
Common Stock 600,000 shares $20.28125 $12,168,750.00 $3,600.00
Par Value - $.01 Per Share
</TABLE>
(1) The average of the high and low prices reported in the consolidated
reporting system on May 11, 1998.
(2) Calculated pursuant to SEC Rule 457(h).
Exhibit Index is located on page 10 of manually signed original.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
The documents containing the information about the IFR Systems, Inc.
1996 Incentive Stock Option Plan (the "Plan") specified in Part I of Form S-8
will be sent or given to eligible employees as specified by Securities and
Exchange Commission ("SEC") Rule 428(b)(1). Such documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3
of Part II, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933. All such
documents will be dated and maintained in a "prospectus file" as required by
SEC Rule 428(a) and will contain the following legend in a conspicuous place
as directed by SEC Rule 428(b)(1):
This document (or specifically designated portions of this
document) constitutes (constitute) part of a prospectus
covering securities that have been registered under the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the SEC by IFR Systems, Inc. (the
"Registrant") are hereby incorporated by reference, as of their respective
dates, in this Registration Statement, except to the extent that any statement
therein is modified, superseded, or replaced by a statement or information
contained in any subsequently filed document incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30,
1997;
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended September, 30, 1997;
(c) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ending December 31, 1997;
(d) The Registrant's Current Report on Form 8-K, dated January 30,
1998;
(e) The Registrant's Current Report on Form 8-K, dated February 6,
1998;
(f) The Registrant's Amendment No. 1 to Current Report on Form 8-K/A
dated February 6, 1998;
(g) The Registrant's Amendment No. 2 to Current Report on Form 8-K/A
dated February 6, 1998;
<PAGE>
(h) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1998;
(i) From the date of filing of such documents, all other reports
filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 since June 30, 1997; and
(j) The description of the Registrant's Common Stock, par value $.01
per share, contained in the Registrant's Registration Statement
on Form 8-A under the Securities Exchange Act of 1934, filed
February 12, 1986, including any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As authorized by Section 145 of the General Corporation Law of the State of
Delaware, the Registrant'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 Registrant's Amended and Restated
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 Registrant 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 Registrant's stockholders in November 1989. Such
Indemnification Agreements: (i) confirm the indemnity provided to the
Indemnitees by the Certificate and give 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
<PAGE>
incurred or paid by them in any action or proceeding, including any action by
or in the right of the Registrant, on account of their service as a director
or officer of the Registrant or their service in certain other capacities
when undertaking such service at the request of the Registrant. The
Indemnification 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 Registrant 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 Registrant in violation of Section
16(b) of the Securities Exchange Act of 1934 ("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
Registrant from unreasonable settlements or redundant legal expenditures.
Section 145 of the Delaware Corporation Law specifically authorizes certain
types of indemnity, but is not exclusive and expressly allows corporation to
provide addition 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 amount paid in settlement of actions by
or on behalf of the Registrant (except under the circumstances noted above),
while under Section 145 indemnification generally is permitted ONLY with
respect to EXPENSES of such action 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
Registrant. 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
Registrant, with certain exceptions, to amounts paid by the Indemnitees in
any situation in which the Registrant and such individuals are jointly liable
(or would be if the Registrant 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 Registrant and the individuals of the
transaction from which liability arose, and the relative fault in the
transaction of the Registrant 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 provisions 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.
Pursuant to a policy of directors' and officers' liability insurance having
limits of $10,000,000, the Registrant's directors and officers are insured,
subject to the limits, retention, exceptions and other terms and conditions
of the policy, against liability for any actual or alleged error or
misstatement or misleading statement or act or omission or neglect or breach
of duty while acting in their capacities as directors or officers of the
Registrant.
<PAGE>
The foregoing indemnification rights would apply to liabilities arising or
alleged to have arisen under the federal securities laws. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers, or persons controlling Registrant
pursuant to the foregoing provisions, Registrant has been informed 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.
Paragraph (l) of Article II of Registrant's Amended and Restated Certificate
of Incorporation provides that no director of Registrant shall be held
personally liable to Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director. Such provision does not eliminate or
limit the liability of a director (i) for any breach of the director's duty
of loyalty to Registrant or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) for improperly paid dividends or stock repurchases, or (iv) for
any transaction from which the director derived an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
ITEM 8. EXHIBITS.
The following exhibits are filed as a part of this Form S-8 Registration
Statement:
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<S> <C>
4(a) IFR Systems, Inc. 1996 Incentive Stock Option Plan.
(Exhibit A of the Registrant's 1996 Proxy Statement as filed on
September 23, 1996; File No. 0-14224)*
4(b) Form of Stock Option Agreement.
5 Opinion of Foulston & Siefkin L.L.P.
24(a) The consent of Foulston & Siefkin L.L.P. is included in their
opinion filed as
Exhibit 5 hereto.
24(b) Consent of Ernst & Young LLP.
25 Power of Attorney (included on signature page).
_____
* Previously filed with the Securities and Exchange Commission and
incorporated herein by reference.
</TABLE>
<PAGE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
(2) That for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment to this 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.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) 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 this 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of 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.
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe it
meets all of the requirements for filing on Form S-8 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 May 15, 1998.
IFR SYSTEMS, INC.
By _____________________________________
Alfred H. Hunt, III
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Alfred
H. Hunt, III, and Jeffrey A. Bloomer, and each of them, his true and lawful
attorneys-in-fact and agents, 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 other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents, and each of
them, 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
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following officers and directors of the
Registrant in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- -----
<S> <C> <C>
/s/ Alfred H. Hunt, III
________________________________ Director, President and Chief
Alfred H. Hunt, III Executive Officer
(Principal Executive Officer
Of the Registrant) May 15, 1998
/s/ Jeffrey A. Bloomer
________________________________ Treasurer and Chief
Jeffery A. Bloomer Financial Officer
(Principal Financial and
Accounting Officer) May 15, 1998
/s/ Ralph R. Whitney, Jr.
________________________________ Chairman of the Board
Ralph R. Whitney, Jr. of Directors May 15, 1998
/s/ Wilton W. Cogswell, III
________________________________ Director May 15, 1998
Wilton W. Cogswell, III
/s/ Donald L. Graf
________________________________ Director May 15, 1998
Donald L. Graf
/s/ Oscar L. Tang
________________________________ Director May 15, 1998
Oscar L. Tang
/s/ John V. Grose
________________________________ Director May 15,1998
John V. Grose
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
PAGE NO. IN
MANUALLY SIGNED
EXHIBIT DESCRIPTION ORIGINAL
NO.
<S> <C> <C>
4(a) IFR Systems, Inc. 1996 Incentive Stock *
Option Plan.
4(b) Form of Option Agreement for IFR Systems, Inc.
1996 Incentive Stock Option Plan. 11
5 Opinion of Foulston & Siefkin L.L.P. 19
24(a) The consent of Foulston & Siefkin L.L.P. is included
in their opinion filed as Exhibit 5 hereto.
24(b) Consent of Ernst & Young LLP. 21
25 Power of Attorney (included on signature page).
</TABLE>
_____________
* Previously filed with the Securities and Exchange Commission
and incorporated herein by reference
<PAGE>
IFR SYSTEMS, INC.
1996 INCENTIVE STOCK OPTION PLAN
INCENTIVE STOCK OPTION AGREEMENT
_____________________, 19____
THIS INCENTIVE STOCK OPTION AGREEMENT, made this _______ day of
_____________________, 19____, between IFR Systems, Inc. (the "Company"), and
________ ____________________________________________________ ("Optionee").
W I T N E S S E T H: That;
WHEREAS, the Company has adopted and has in effect the IFR Systems, Inc.
1996 Incentive Stock Option Plan (the "Plan"), a true and correct copy of which
is attached hereto as Annex I and incorporated herein, pursuant to which options
may be granted to certain key employees of the Company or of its subsidiaries to
purchase shares of the Company's Common Stock, par value $.01 per share ("Common
Stock"); and
WHEREAS, the Committee appointed in accordance with the provisions of the
Plan has made the following determinations: that Optionee is an employee either
of the Company or of a subsidiary of the Company as defined in the Plan; that
Optionee is an individual to whom the option evidenced hereby shall be granted;
that the number of shares of Common Stock to be offered under such option, the
option price to be paid upon the exercise of said option, the period within
which such option may be exercised, and the terms and conditions of this
Agreement are as hereinafter provided; and, that the fair market value of the
Common Stock is at the date hereof $____________ per share.
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
-1-
<PAGE>
1. The Company hereby grants to Optionee the option (hereinafter
referred to as "this Option") to purchase from the Company in accordance with
the vesting provisions hereinafter set forth, during the period and subject
to the conditions herein specified, all or any part of an aggregate of
________________________________________________ shares of Common Stock, at
an option price of $____________ per share.
2. This Option shall automatically terminate on _____________________,
and Optionee shall have no further right to exercise any part of the option
rights granted hereinafter such date.
3. The right to exercise this Option shall vest in accordance with the
following schedule:
Number of Shares Earliest Exercise Date
---------------- ----------------------
Notwithstanding the foregoing, this Option shall be immediately
exercisable in full upon the distribution date, as the term is defined in the
Rights Agreement dated as of February 28,1989.
4. This Option may only be exercised by written notice to the Chief
Financial Officer, at the office of the Company in Wichita, Kansas,
specifying the number of shares of stock with respect to which this Option is
then being exercised, accompanied by cash or by a check payable to the order
of the Company in an amount equal to the option price of the shares of Common
Stock being purchased upon such exercise, or by the tender of shares of
Common Stock in complete or partial payment of such amount. For purposes
hereof, the value of such tendered shares shall be determined in accordance
with the provisions of Paragraph 4 of the Plan. This Option may be exercised
in whole or in part, at any time or from time to time, to the extent vested,
on any business day of the Company during the period this Option is
exercisable, except that this Option may not be exercised for less than ten
shares of stock unless the exercise for a lesser number of shares will
exhaust this Option. Optionee shall not have any rights of a
-2-
<PAGE>
shareholder with respect to the shares of stock subject to this Option unless
such shares are purchased through the exercise of this Option.
5. This Option will terminate three months from the date Optionee
terminates employment for reasons other than death or disability. In the
event Optionee's employment is terminated due to death or disability, this
Option will terminate in accordance with the terms of the Plan. In the event
shares acquired under the Plan are disposed of within two years from the
grant of the Option or within one year after the exercise of the Option,
Optionee will recognize as ordinary income gain on the disposition. For this
purpose, the portion of the gain treated as ordinary income is equal to the
difference between the fair market of the shares transferred to Optionee upon
the exercise of the Option and the Option price. However, if the disposition
would result in a loss to Optionee, the amount of ordinary income is limited
to the difference between the amount realized on the sale over the adjusted
basis of such share. The remaining portion of the gain, if any, is treated as
gain from the sale of the shares.
6. This Option may not be transferred by Optionee otherwise than by will
or the laws of descent and distribution, and during the lifetime of Optionee may
only be exercised by Optionee.
7. In the event of any change after the date hereof in the outstanding
Common Stock of the Company by reason of any reorganization, recapitalization,
stock split, stock dividend, combination of shares, merger or consolidation, or
any change after the date hereof in the nature of the shares of Common Stock of
the Company, the Committee shall determine what changes, if any, are appropriate
in the option price and/or the number and kind of shares covered by this Option,
and such determination of the Committee shall be conclusive. This Option is
subject to the merger provisions contained in Paragraph 10 of the Plan.
8. This Option is subject to the terms and conditions of the Plan and in
the event of any conflict the terms and provisions in the Plan shall control and
govern. The Plan is subject to amendment by the Board of Directors of the
Company, subject to certain limitations, but no such amendment may, without the
consent of Optionee, make any change in this Option which would adversely affect
the rights of Optionee.
9. In the event of the exercise of this Option in whole or in part, or of
any change in accordance with the provisions hereof in the option price under or
the number or kind of shares covered by this Option, the executed copy of this
Agreement delivered to Optionee shall be
-3-
<PAGE>
redelivered to the Company for the purpose of making appropriate notations
thereon to reflect such exercise or change.
10. Optionee warrants and represents to the Company that Optionee will
purchase Common Stock pursuant to this Option for purposes of investment only
and not with a view to the sale or public distribution thereof.
11. A sale within six months from the grant of an Option of the Common
Stock obtained upon the exercise of the Option will result in liability under
Section 16b of the Securities and Exchange Act of 1934 and an obligation to
disgorge "short swing" profits, if any, by any officer, director or holder of
ten percent or more of the Company's Common Stock. "Short-swing" profits are
measured by the difference between the total purchase price of ANY non-exempt
purchase of shares (which would include the grant of the Option, as a
purchase of the underlying Common Stock in the case of such a sale of Common
Stock within six months of the grant of the Option) and the total sale price
of ANY non-exempt sale of Common Stock within six months prior to or after
the subject grant of the Option, notwithstanding the order of such purchases
and sales or whether there was an actual matching in the contemplation of the
Optionee.
12. Optionee acknowledges receipt of complete copies of (i) a
Prospectus describing the Plan, (ii) the Company's most recent Annual Report
to Shareholders, (iii) the Company's most recent quarterly report to
shareholders, and (iv) the proxy statement used in connection with the
Company's most recent annual meeting of shareholders.
IFR SYSTEMS, INC.
By_____________________________________
ATTEST:
"Company"
________________________
_______________________________________
"Optionee"
-4-
<PAGE>
IFR Systems, Inc.
May 15, 1998
Page 1
FOULSTON & SIEFKIN L.L.P.
ATTORNEYS AT LAW
700 NATIONSBANK FINANCIAL CENTER
WICHITA, KANSAS 67202
(316) 267-6371
FAX (316) 267-6345
KANSAS MEMBER: LEX MUNDI, A GLOBAL ASSOCIATION OF 126 INDEPENDENT LAW FIRMS
[LETTER HEAD]
May 15, 1998
IFR Systems, Inc.
10200 West York Street
Wichita, Kansas 67215-8935
Re: Registration Statement on Form S-8
IFR Systems, Inc. 1996 Incentive Stock Option Plan
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-8 and exhibits thereto (the "Registration
Statement") covering the registration under the Securities Act of
1933, as amended, of 600,000 shares of the Company's common stock,
$.01 par value (the "Shares"), which may be offered pursuant to the
Company's 1996 Incentive Stock Option Plan (the "Plan").
<PAGE>
IFR Systems, Inc.
May 15, 1998
Page 2
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 the adoption of the Plan.
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;
(b) The Company has taken all necessary and required
corporate action in connection with the creation of the Plan; 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 and the Plan, and upon receipt by the Company of the
consideration for such shares as described in the Registration
Statement and the Plan, 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 to the Registration Statement.
Very truly yours,
FOULSTON & SIEFKIN L.L.P.
<PAGE>
EXHIBIT 24(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement of Form S-8 pertaining to the 1996 Incentive Stock Option
Plan of IFR Systems, Inc. our report dated July 29, 1997, with respect
to the consolidated financial statements and schedule of IFR Systems,
Inc. included or incorporated by reference in its Annual Report (Form
10-K) for the year ended June 30, 1997, filed with the Securities and
Exchange Commission.
ERNST & YOUNG L.L.P.
Indianapolis, Indiana
May 13, 1998
EXHIBIT 24(b)
