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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): January 21, 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
MAY 1,1999 DEADLINE FOR SHAREHOLDER PROPOSALS TO BE SUBMITTED AT 1999 ANNUAL
MEETING. As a consequence of the change in the Registrant's fiscal year
reported in the original 8-K dated January 21,1999, filed February 5, 1999,
the Board of Directors of Registrant also changed the date of Registrant's
1999 annual meeting of shareholders to August 12,1999. Accordingly,
Registrant has decided to change the deadline it previously set, pursuant to
SEC rule 14a-8, for submission of shareholder proposals to be included in
Registrant's proxy statement for consideration at the annual meeting, from
June 1,1999 to May 1,1999.
(c) The following exhibits are filed with the form 8-K:
Exhibit No. Description
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3.2 Bylaws of the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment No. 1 to Form 8-K to be signed on its
behalf by the undersigned thereunto duly authorized.
IFR SYSTEMS, INC.
By: /s/ Jeffrey A. Bloomer
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Jeffrey A. Bloomer
Treasurer and Chief Financial Officer
(Principal Accounting and Financial Officer)
Date: February 18,1999
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Exhibit 3.2
BYLAWS
OF
IFR SYSTEMS, INC.
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ARTICLE I - IDENTIFICATION
SECTION 1.1. NAME. The name of the corporation is IFR Systems, Inc.
(hereinafter referred to as the "Corporation").
SECTION 1.2. REGISTERED OFFICE. The registered office of the Corporation
in the State of Delaware shall be located at 1209 Orange Street, Wilmington,
Delaware 19899, and the name of the Corporation's registered agent is The
Corporation Trust Company.
SECTION 1.3. OTHER OFFICES. The Corporation may have offices at such
other places both within or without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.
SECTION 1.4. FISCAL YEAR. The fiscal year of the Corporation shall
commence on April 1 of each year and end on March 31 of the next succeeding
year.
SECTION 1.5. USE OF FACSIMILE SIGNATURES. In addition to the provisions
for the use of facsimile signatures elsewhere specifically authorized in these
Bylaws, facsimile signatures of any officer or officers of the Corporation may
be used whenever and as authorized by the Board of Directors or a committee
thereof.
ARTICLE 2 - CAPITAL STOCK
Section 2.1. CERTIFICATES OF STOCK. Each Shareholder shall be entitled to
a certificate signed by, or in the name of the Corporation by, the President and
the Secretary, certifying the number of shares owned by him. Any or all the
signatures on the certificate may be facsimile.
SECTION 2.2. TRANSFER OF STOCK. The capital stock of the Corporation
shall be transferable on the books of the Corporation upon surrender of the
certificate or certificates representing the same, properly endorsed by the
registered holder or by his duly authorized attorney, such
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endorsement or endorsements to be witnessed by one witness. The requirement
for such witnessing may be waived in writing upon the form of endorsement by
the President of the Corporation.
SECTION 2.3. EQUITABLE INTERESTS IN STOCK NEED NOT BE RECOGNIZED. The
Corporation and its officers shall be entitled to treat the holder of record of
any share or shares of stock of the Corporation as the holder in fact thereof,
and accordingly shall not be required to recognize any equitable or other claim
to or interest in such share or shares on the part of any other person or
persons, whether or not it shall have express or other notice thereof, except as
otherwise required by the laws of Delaware.
SECTION 2.4. RECORD DATE. The Board of Directors may fix a record date,
which shall not be more than sixty (60) nor less than ten (10) days before the
date of any meeting of Shareholders, nor more than sixty (60) days prior to the
time for the other action hereinafter described, as of which there shall be
determined the Shareholders who are entitled: to notice of or to vote at any
meeting of Shareholders or any adjournment thereof; to receive payment of any
dividend or other distribution or allotment of any rights; or to exercise any
rights with respect to any change, conversion or exchange of stock or with
respect to any other lawful action.
SECTION 2.5. LOST, STOLEN OR DESTROYED CERTIFICATE. In the event of the
loss, theft or destruction of any certificate of stock, another may be issued in
its place pursuant to such regulations as the Board of Directors may establish
concerning proof of such loss, theft or destruction and concerning the giving of
a satisfactory bond or bonds of indemnity.
SECTION 2.6. REGULATIONS. The issue, transfer, conversion and
registration of certificates of stock shall be governed by such other
regulations as the Board of Directors may establish.
ARTICLE 3 - MEETINGS OF SHAREHOLDERS
SECTION 3.1. PLACE OF MEETINGS. All meetings of Shareholders of the
Corporation shall be held at such place, within or without the State of
Delaware, as may be determined by the Board of Directors and specified in the
respective notices or waivers of notice thereof, or proxies to represent
shareholders thereat.
SECTION 3.2. ANNUAL MEETING. The annual meeting of the shareholders for
the election of Directors, and for the transaction of such other business as may
properly come before the meeting, shall be held at such time and such date as
shall be determined by the Board of Directors.
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SECTION 3.3. NOTICE OF MEETINGS. A written or printed notice, stating the
place, day and hour of the meeting, and in case of a special meeting the purpose
or purposes for which the meeting is called, shall be delivered or mailed by the
Secretary and by the Board of Directors after calling the meeting, to each
holder of the capital stock of the Corporation at the time entitled to vote, at
such address as appears upon the records of the Corporation, at least ten (10)
days but not more than sixty (60) days before the date of the meeting. Notice
of any such meeting may be waived in writing by any Shareholder. Attendance at
any meeting, in person or by proxy, shall constitute a waiver or notice of such
meeting.
SECTION 3.4. VOTING AT MEETINGS.
CLAUSE 3.41. VOTING RIGHTS. Except as otherwise provided by law or
by the provisions of the Certificates of Incorporation including, without
limitation, the provisions which grant to the Board of Directors of the
Corporation the authority to provide as to any series of Preferred Stock,
such voting powers, full or limited, or no voting powers, as are from time
to time permitted under the General Corporation Law of the State of
Delaware, every holder of the capital stock of the Corporation shall have
the right at all meetings of the Shareholders of the Corporation to one
vote for each share of stock standing in his name on the books of the
Corporation. Voting may be by voice vote.
CLAUSE 3.42. PROXIES. A Shareholder may vote, either in person or by
proxy executed in writing by the Shareholder or a only authorized
attorney-in-fact. No proxy shall be valid after three (3) years from the
date of its execution, unless a longer time is expressly provided therein.
CLAUSE 3.43. QUORUM. Unless otherwise provided by the Certificate of
Incorporation, at any meeting of Shareholders, a majority of the Shares of
the capital stock outstanding and entitled to a vote, represented in person
or by proxy, shall constitute a quorum.
SECTION 3.5. NOTICE OF STOCKHOLDER BUSINESS.
CLAUSE 3.51. ANNUAL MEETINGS OF SHAREHOLDERS.
A. The proposal of business to be considered by the Shareholders may
be made at an annual meeting of Shareholders only (i) pursuant to the
Corporation's notice of meeting, (ii) by or at the direction of the
Board of Directors or (iii) by any Shareholder of the Corporation who
was a Shareholder or record at the time
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of giving of notice provided for in this Bylaw, who is entitled to
vote at the meeting and who complies with the notice procedures set
forth in this Bylaw.
B For business to be properly brought before an annual meeting by a
Shareholder pursuant to clause (iii) of paragraph 3.51(A) of this
Bylaw, the Shareholder must have given timely notice thereof in
writing to the Secretary of the Corporation and such other business
must otherwise be a proper matter for Shareholder action. To be
timely, a Shareholder's notice shall be delivered to the Secretary at
the principal executive offices of the Corporation not later than the
close of business on the 60th day nor earlier than the close of
business on the 90th day prior to the first anniversary of the
preceding year's annual meeting; PROVIDED, HOWEVER, that in the event
that the date of the annual meeting is more than 30 days before or
more than 60 days after such anniversary date, notice by the
Shareholder to be timely must be so delivered not earlier than the
close of business on the 90th day prior to such annual meeting or the
10th day following the day on which public announcement of the date of
such meeting is first made by the Corporation. In no event shall the
public announcement of an adjournment of an annual meeting commence a
new time period for the giving of a Shareholder's notice as described
above. Such Shareholder's notice shall set forth (i) a brief
description of the business desired to be brought before the meeting,
the reasons for conducting such business at the meeting and any
material interest in such business of such Shareholder and the
beneficial owner, if any, on whose behalf the proposal is made; and
(ii) as to the Shareholder giving the notice and the beneficial owner,
if any, on whose behalf the proposal is made (a) the name and address
of such stockholder, as they appear on the Corporation's books, and of
such beneficial owner and (b) the class and number of shares of the
Corporation which are owned beneficially and of record by such
Shareholder and such beneficial owner.
CLAUSE 3.52. SPECIAL MEETINGS OF SHAREHOLDERS. Only such business
shall be conducted at a special meeting of Shareholders as shall have been
brought before the meeting pursuant to the Corporation's notice of meeting.
CLAUSE 3.53. GENERAL.
A. Only such business shall be conducted at a meeting of
Shareholders as shall have been brought before the meeting in
accordance with the procedures set forth in this Bylaw. Except as
otherwise provided by law, the Certificate of Incorporation, or these
Bylaws, the Chairman of the meeting shall have the power and duty to
determine whether any business proposed to be brought before the
meeting was proposed in accordance with the procedures set forth in
this Bylaw
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and, if any proposed business is not in compliance with
this Bylaw, to declare that such defective proposal shall be
disregarded.
B For purposes of this Bylaw, 'public announcement' shall mean
disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document
publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14, or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") or any successor
thereto.
C Notwithstanding the foregoing provisions of this Bylaw, a
Shareholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to
the matters set forth in this Bylaw. Nothing in this Bylaw shall be
deemed to affect any rights of Shareholders to request inclusion of
proposals in the Corporation's proxy statement pursuant to Rule 14a-8
under the Exchange Act.
ARTICLE 4 - NEGOTIABLE INSTRUMENTS,
DEEDS, CONTRACTS AND STOCK
SECTION 4.1. EXECUTION OF NEGOTIABLE INSTRUMENTS. All checks, drafts,
notes, bonds, bills of exchange and order for the payment of money of the
Corporation shall, unless otherwise directed by the Board of Directors, or
unless otherwise required by law, be signed by the Chief Executive Officer or
the President. The Board of Directors may, however, authorize any Officer to
sign checks, drafts and orders for the payment of money and without necessity of
countersignature.
SECTION 4.2. EXECUTION OF DEEDS, CONTRACTS, ETC. All deeds and mortgages
by the Corporation and all other written contracts and agreements to which the
Corporation shall be a party shall be executed in its name by the Chief
Executive Officer or the President and attested by the Secretary.
SECTION 4.3. ENDORSEMENTS OF STOCK CERTIFICATES. Subject always to the
further orders and directions of the Board of Directors, any share or shares of
stock issued by any other corporation and owed by the Corporation (including
required shares of stock of the Corporation) may, for sale or transfer, be
endorsed in the name of the Corporation by the Chief Executive Officer or the
President and such endorsement shall be duly attested by the Secretary either
with or without affixing thereto the corporate seal.
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SECTION 4.4. VOTING OF STOCK OWNED BY CORPORATION. Subject always to the
further orders and directions of the Board of Directors, any share or shares of
stock issued by any other corporation and owned or controlled by the Corporation
may be voted at any Shareholder's meeting of such other corporation by the Chief
Executive Officer or the President of the Corporation. Whenever, in the
judgment of the Chief Executive Officer or the President, it is desirable for
the Corporation to execute a proxy or give a Shareholder's consent in respect to
any share or shares of stock issued by any other corporation and owned by the
Corporation, such proxy or consent shall be executed in the name of the
Corporation and shall be attested by the Secretary of the Corporation under the
corporate seal. Any person or persons designated in the manner above stated as
the proxy or proxies of the Corporation shall have the full right, power, and
authority to vote the share or shares of stock issued by such other corporation
and owned by the Corporation the same as such share or shares might be voted by
the Corporation.
ARTICLE 5 - AMENDMENTS
SECTION 5.1. IN GENERAL. Subject to the provisions of the Certificate of
Incorporation, these Bylaws may be altered, amended or repealed at any annual
meeting of the Shareholders (or at any special meeting thereof duly called for
that purpose) by the affirmative vote of the holders of 85% or more of the
shares represented and entitled to vote at such meeting (considered for this
purpose as one class); provided that in the notice of such special meeting
notice of such purpose shall be given. Subject to the laws of the State of
Delaware, the Certificate of Incorporation and these Bylaws, the Board of
Directors may by majority vote of those present at any meeting at which a quorum
is present amend these Bylaws, or enact such other Bylaws as in their judgment
may be advisable for the regulation of the conduct of the affairs of the
Corporation.
ADOPTED by the Board of Directors on this ____ day of January, 1998.
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Alfred H. Hunt, III, President
ATTEST:
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Charles J. Woodin, Secretary
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