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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): August 23, 1999
IFR SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-14224 48-1197645
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
10200 West York, Wichita, Kansas 67215
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (316) 522-4981
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Item 5. Other Events.
On August 23, 1999, IFR Systems Inc. announced that it's President and Chief
Operating Officer, Iain M. Robertson, will take a two month medical leave of
absence, effective immediately. Jeffrey A. Bloomer, Executive Vice President
and Chief Financial Officer will assume Mr. Robertson's responsibilities in
the interim.
On August 26, 1999, Registrant's Board of Directors elected Mr. Bloomer Chief
Executive Officer and Mr. Dennis H. Coley, Registrant's corporate controller,
Chief Financial Officer and Treasurer. Both appointments are effective
immediately.
At Registrant's 1999 annual meeting of stockholders held on August 26, 1999
(the "Annual Meeting"), the stockholders approved the proposed amendment to
Registrant's certificate of incorporation increasing the number of Directors
from seven to eight (the "Certificate Amendment"), elected the three proposed
nominees as Directors, approved the appointment of Ernst & Young LLP as
independent auditors, and approved the Amended and Restated Outside Director
Compensation, Stock Option, and Retirement Plan (the "Option Plan").
Reference is hereby made to the definitive proxy statement for the Annual
meeting filed by the Registrant, which is hereby incorporated by reference,
for a description of the Certificate Amendment and the Option Plan and for
information concerning the three persons elected Directors and the five
persons whose terms have not expired as Directors.
The following table sets information concerning the voting on each matter
submitted for consideration at the Annual Meeting.
<TABLE>
<CAPTION>
Number of Votes Voted
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Matter For Against Withheld Broker Non-Votes
- ------ --- ------- -------- ----------------
<S> <C> <C> <C> <C>
Certificate Amendment 7,556,215 159,199 19,815 -
Election of Directors:
Jeffrey A. Bloomer 7,530,197 - 205,032 -
John V. Grose 7,503,146 - 232,083 -
Oscar L. Tang 7,538,429 - 196,800 -
Approval of Appointment
Of Auditors 7,691,317 30,941 12,971 -
Option Plan 5,750,340 1,911,679 41,421 31,789
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Item 7. Financial Statements and Exhibits.
There are no financial statements or exhibits filed with this Report.
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SIGNATURES
Pursuant to the requirements 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.
By /s/ Dennis H. Coley
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Dennis H. Coley
Treasurer and Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: September 3, 1999
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