ARX SEC Filings - Accelerant Holdings- Annual Report, Proxy Statement, Prospectus

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CIK

1487990

SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Accelerant Holdings

SEC Filings (Chronological Order)

This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.

September 25, 2014	15-12B	ARX / Aeroflex Holding Corp. 15-12B - - 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-34974 AEROFLEX HOLDING CORP. (Exact name of registrant as specified in i
September 18, 2014	SC 13G/A	ARX / Aeroflex Holding Corp. / Golden Gate Capital Management Ii, L.l.c. - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Aeroflex Holding Corp. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 007767106 (CUSIP Number) September 12, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the r
September 16, 2014	S-8 POS	ARX / Aeroflex Holding Corp. S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on September 16, 2014 Registration No.
September 16, 2014	EX-99.1	Cobham Offer for Aeroflex Holding Corp. (“Aeroflex”) Successfully Completed EX-99.1 4 a14-209461ex99d1.htm EX-99.1 Exhibit 99.1 News Release 15 September 2014 Cobham Offer for Aeroflex Holding Corp. (“Aeroflex”) Successfully Completed WIMBORNE, UNITED KINGDOM — Cobham plc (“Cobham”) announces that its acquisition of Aeroflex Holding Corp. (“Aeroflex”), previously announced on 20 May 2014, has been successfully completed following the receipt of regulatory and shareholder
September 16, 2014	EX-3.2	BY-LAWS OF AEROFLEX HOLDING CORP. (hereinafter called the “Corporation”) ARTICLE I EX-3.2 3 a14-209461ex3d2.htm EX-3.2 Exhibit 3.2 BY-LAWS OF AEROFLEX HOLDING CORP. (hereinafter called the “Corporation”) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. Other Offices. The Corporation may also have offices at such other places, both within and without the
September 16, 2014	EX-3.1	AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AEROFLEX HOLDING CORP. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AEROFLEX HOLDING CORP. FIRST: The name of the Corporation is Aeroflex Holding Corp. (the “Corporation”). SECOND: The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, 19808. The name of its registered agent at that address is The Corpora
September 16, 2014	8-K	Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES 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): September 16, 2014 (September 12, 2014) AEROFLEX HOLDING CORP. (Exact name of registrant as specified in its charter) Delaware 001-34974 01-0899019 (State or other jurisdiction of inc
September 15, 2014	EX-99.25	EX-99.25 NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on September 26, 2014, pursuant to the provisions of Rule 12d2-2 (a).
September 11, 2014	EX-99.1	Aeroflex Holding Corp. Stockholders Approve Merger Agreement with Cobham plc Exhibit 99.1 Aeroflex Holding Corp. Stockholders Approve Merger Agreement with Cobham plc PLAINVIEW, N.Y. — September 10, 2014 - Aeroflex Holding Corp. (NYSE:ARX) (the “Company”), a leading global provider of high performance microelectronic components and test and measurement equipment, announced that, at a special meeting of stockholders held today, its stockholders approved the proposal to adop
September 11, 2014	8-K	Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES 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): September 10, 2014 AEROFLEX HOLDING CORP. (Exact name of registrant as specified in its charter) Delaware 001-34974 01-0899019 (State or other jurisdiction of incorporation) (Commissi
August 15, 2014	DEFA14A	ARX / Aeroflex Holding Corp. DEFA14A - - DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) (Rule 14a-101) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6
August 15, 2014	EX-2.1	AMENDMENT NO. 1 AGREEMENT AND PLAN OF MERGER EX-2.1 2 a14-191051ex2d1.htm EX-2.1 Exhibit 2.1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment No. 1”), dated as of August 15, 2014, by and among Aeroflex Holding Corp., a Delaware corporation (the “Company”), Cobham plc, a public limited company organized under the laws of England and Wales (“Parent”), and Army Acquisition Cor
August 15, 2014	DEFA14A	ARX / Aeroflex Holding Corp. DEFA14A - - 8-K DEFA14A 1 a14-1910518k.htm 8-K UNITED STATES 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 15, 2014 AEROFLEX HOLDING CORP. (Exact name of registrant as specified in its charter) Delaware 001-34974 01-0899019 (State or other jurisdiction
August 15, 2014	EX-2.1	AMENDMENT NO. 1 AGREEMENT AND PLAN OF MERGER EX-2.1 2 a14-191051ex2d1.htm EX-2.1 Exhibit 2.1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment No. 1”), dated as of August 15, 2014, by and among Aeroflex Holding Corp., a Delaware corporation (the “Company”), Cobham plc, a public limited company organized under the laws of England and Wales (“Parent”), and Army Acquisition Cor
August 15, 2014	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES 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 15, 2014 AEROFLEX HOLDING CORP. (Exact name of registrant as specified in its charter) Delaware 001-34974 01-0899019 (State or other jurisdiction of incorporation) (Commission
August 8, 2014	DEFM14A	ARX / Aeroflex Holding Corp. DEFM14A - - DEFM14A DEFM14A 1 a2221078zdefm14a.htm DEFM14A Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate bo
July 28, 2014	PRER14A	ARX / Aeroflex Holding Corp. PRER14A - - PRER14A Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
July 28, 2014	CORRESP	ARX / Aeroflex Holding Corp. CORRESP - - July 28, 2014 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Joseph McCann Ms. Amanda Ravitz Re: Aeroflex Holding Corp. Preliminary Proxy Statement on Schedule 14A Filed July 3, 2014 File No. 001-34974 Dear Mr. McCann and Ms. Ravitz: This letter is being furnished on behalf of Aeroflex Holding Corp. (the “C
July 3, 2014	PREM14A	ARX / Aeroflex Holding Corp. PREM14A - - PREM14A Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
May 30, 2014	EX-1.02	Conflict Minerals Report Exhibit 1.02 Conflict Minerals Report Our products include radio frequency and microwave integrated circuits, components and systems, and our solutions include highly specialized microelectronic components and test and measurement equipment used by companies in space, avionics, defense, commercial wireless communications, medical, and other markets. Unless the context indicates otherwise, the term
May 30, 2014	SD	- SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Aeroflex Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-34974 01-0899019 (State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.) Incorporation or organization) 35 South Service Road P.O. Box 6022, Plainview, New York 118
May 28, 2014	SC 13D	ARX / Aeroflex Holding Corp. / Cobham plc - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 AEROFLEX HOLDING CORP. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 007767106 (CUSIP Number) Lyn Colloff Secretary Cobham plc Wimborne, Dorset, BH21 2BJ, UK +44 (0) 1202 840523 (Name, address and telephone number of person authori
May 28, 2014	EX-99	JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, Cobham plc and Army Acquisition Corp.
May 20, 2014	EX-9.1	SUPPORT AGREEMENT EX-9.1 3 a2220256zex-91.htm EX-9.1 QuickLinks - Click here to rapidly navigate through this document Exhibit 9.1 Execution Version SUPPORT AGREEMENT This SUPPORT AGREEMENT (this "Agreement"), dated as of May 19, 2014, by and among Cobham plc, a public limited company organized under the laws of England and Wales ("Parent"), Army Acquisition Corp., a Delaware corporation and an indirect wholly owne
May 20, 2014	EX-2.1	AGREEMENT AND PLAN OF MERGER among AEROFLEX HOLDING CORP., COBHAM PLC and ARMY ACQUISITION CORP. Dated as of May 19, 2014 TABLE OF CONTENTS Use these links to rapidly review the document TABLE OF CONTENTS Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among AEROFLEX HOLDING CORP., COBHAM PLC and ARMY ACQUISITION CORP. Dated as of May 19, 2014 TABLE OF CONTENTS Page Article I The Merger; Closing; Effective Time 1.1 The Merger 1 1.2 Closing 1 1.3 Effective Time 1 Article II Certificate of Incorporation and Bylaws of the Surv
May 20, 2014	EX-10.2	AMENDMENT NO. 1 TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT QuickLinks - Click here to rapidly navigate through this document Exhibit 10.2 AMENDMENT NO. 1 TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT AMENDMENT NO. 1 TO THE AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this "Amendment") made effective as of the 19th day of May 2014 by and between AEROFLEX INCORPORATED, a Delaware corporation (hereinafter the "Company") and ANDREW F. KAMINSK
May 20, 2014	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits - 8-K QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
May 20, 2014	EX-2.1	AGREEMENT AND PLAN OF MERGER among AEROFLEX HOLDING CORP., COBHAM PLC and ARMY ACQUISITION CORP. Dated as of May 19, 2014 TABLE OF CONTENTS Use these links to rapidly review the document TABLE OF CONTENTS Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among AEROFLEX HOLDING CORP., COBHAM PLC and ARMY ACQUISITION CORP. Dated as of May 19, 2014 TABLE OF CONTENTS Page Article I The Merger; Closing; Effective Time 1.1 The Merger 1 1.2 Closing 1 1.3 Effective Time 1 Article II Certificate of Incorporation and Bylaws of the Surv
May 20, 2014	DEFA14A	- 8-K QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
May 20, 2014	EX-9.1	SUPPORT AGREEMENT QuickLinks - Click here to rapidly navigate through this document Exhibit 9.1 Execution Version SUPPORT AGREEMENT This SUPPORT AGREEMENT (this "Agreement"), dated as of May 19, 2014, by and among Cobham plc, a public limited company organized under the laws of England and Wales ("Parent"), Army Acquisition Corp., a Delaware corporation and an indirect wholly owned Subsidiary of Parent ("Merger Sub
May 20, 2014	8-K	Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 a2220256z8-k.htm 8-K QuickLinks - Click here to rapidly navigate through this document UNITED STATES 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): May 19, 2014 AEROFLEX HOLDING CORP. (Exact name of registrant as specified in its charter)
May 20, 2014	EX-3.1	AMENDED AND RESTATED BYLAWS OF AEROFLEX HOLDING CORP. Adopted May 9, 2007; Amended November 18, 2010; Further Amended September 11, 2013 QuickLinks - Click here to rapidly navigate through this document Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF AEROFLEX HOLDING CORP. Adopted May 9, 2007; Amended November 18, 2010; Further Amended September 11, 2013 ARTICLE I MEETINGS OF STOCKHOLDERS 1 Section 1.1. Place of Meetings. 1 Section 1.2. Annual Meetings. 1 Section 1.3. Special Meetings. 1 Section 1.4. Notice of Meetings. 1 Section 1.5. A
May 20, 2014	EX-10.1	AMENDMENT NO. 1 TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT EX-10.1 3 a2220257zex-101.htm EX-10.1 QuickLinks - Click here to rapidly navigate through this document Exhibit 10.1 AMENDMENT NO. 1 TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT AMENDMENT NO. 1 TO THE AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this "Amendment") made effective as of the 19th day of May 2014 by and between AEROFLEX INCORPORATED, a Delaware corporation (hereinafte
May 20, 2014	EX-99.1	AEROFLEX TO BE ACQUIRED BY COBHAM PLC FOR APPROXIMATELY $1.46 BILLION Aeroflex shareholders to receive $10.50 per share in cash QuickLinks - Click here to rapidly navigate through this document Exhibit 99.1 AEROFLEX TO BE ACQUIRED BY COBHAM PLC FOR APPROXIMATELY $1.46 BILLION Aeroflex shareholders to receive $10.50 per share in cash PLAINVIEW, N.Y.—May 20, 2014—Aeroflex Holding Corp. (NYSE:ARX), a leading global provider of high performance microelectronic components and test and measurement equipment, today announced that
May 20, 2014	EX-99.1	AEROFLEX TO BE ACQUIRED BY COBHAM PLC FOR APPROXIMATELY $1.46 BILLION Aeroflex shareholders to receive $10.50 per share in cash EX-99.1 4 a2220256zex-991.htm EX-99.1 QuickLinks - Click here to rapidly navigate through this document Exhibit 99.1 AEROFLEX TO BE ACQUIRED BY COBHAM PLC FOR APPROXIMATELY $1.46 BILLION Aeroflex shareholders to receive $10.50 per share in cash PLAINVIEW, N.Y.—May 20, 2014—Aeroflex Holding Corp. (NYSE:ARX), a leading global provider of high performance microelectronic components and test and measu
May 20, 2014	EX-10.3	AMENDMENT NO. 1 TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT EX-10.3 5 a2220257zex-103.htm EX-10.3 QuickLinks - Click here to rapidly navigate through this document Exhibit 10.3 AMENDMENT NO. 1 TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT AMENDMENT NO. 1 TO THE AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this "Amendment") made effective as of the 19th day of May 2014 by and between AEROFLEX INCORPORATED, a Delaware corporation (hereinafte
May 7, 2014	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 v3775698k.htm 8-K UNITED STATES 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): May 7, 2014 AEROFLEX HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-34974 01-0899019 (State or Other Jurisdiction (Commission (I
May 7, 2014	EX-99.1	AEROFLEX ANNOUNCES THIRD QUARTER FISCAL 2014 RESULTS NEWS RELEASE AEROFLEX ANNOUNCES THIRD QUARTER FISCAL 2014 RESULTS PLAINVIEW, New York — May 7, 2014 - Aeroflex Holding Corp.
May 7, 2014	10-Q	Quarterly Report - 10-Q 10-Q 1 v37561210q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 Commission File Number 001-34974 AEROFLEX HOLDING CORP. (Exact name of Registrant as specified in its Charter) DELAWARE 01-0899019 (State or other jurisdict
February 14, 2014	SC 13G/A	ARX / Aeroflex Holding Corp. / Pennant Capital Management, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.
February 7, 2014	10-Q	Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2013 Commission File Number 001-34974 AEROFLEX HOLDING CORP. (Exact name of Registrant as specified in its Charter) DELAWARE 01-0899019 (State or other jurisdiction (I.R.S. Employer of
February 7, 2014	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 v3675078k.htm 8-K UNITED STATES 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): February 7, 2014 AEROFLEX HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-34974 01-0899019 (State or Other Jurisdiction (Commissi
February 7, 2014	EX-10.1	AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 6th day of February, 2014 (the “Effective Date”) by and between Aeroflex Incorporated, a Delaware corporation, with its principal office located at 35 South Service Road, Plainview, NY 11803 (together with its successors and assigns permitted hereunder, “Aerofle
February 7, 2014	EX-10.2	AMENDED AND RESTATED EMPLOYMENT AGREEMENT EX-10.2 3 v366145ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 6th day of February 2014 (the “Effective Date”) by and between Aeroflex Incorporated, a Delaware corporation, with its principal office located at 35 South Service Road, Plainview, NY 11803 (together with its successors a
February 7, 2014	EX-99.1	AEROFLEX ANNOUNCES SECOND QUARTER FISCAL 2014 RESULTS NEWS RELEASE AEROFLEX ANNOUNCES SECOND QUARTER FISCAL 2014 RESULTS PLAINVIEW, New York — February 7, 2014 — Aeroflex Holding Corp.
November 18, 2013	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders 8-K 1 v3609518k.htm 8-K UNITED STATES 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): November 15, 2013 AEROFLEX HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-34974 01-0899019 (State or Other Jurisdiction (Commiss
November 18, 2013	EX-10.1	AEROFLEX HOLDING CORP. 2013 PERFORMANCE BONUS PLAN AEROFLEX HOLDING CORP. 2013 PERFORMANCE BONUS PLAN Section 1. Purpose. The purpose of the Aeroflex Holding Corp. 2013 Performance Bonus Plan (the “Plan”) is to advance the interests of Aeroflex Holding Corp. (the “Company”) by rewarding selected employees of the Company and its subsidiaries for their contributions to the Company’s financial success and thereby motivate them to continue to make suc
November 7, 2013	EX-99.1	AEROFLEX ANNOUNCES FIRST QUARTER FISCAL 2014 RESULTS NEWS RELEASE AEROFLEX ANNOUNCES FIRST QUARTER FISCAL 2014 RESULTS PLAINVIEW, New York — November 7, 2013 — Aeroflex Holding Corp.
November 7, 2013	10-Q	Quarterly Report - FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 Commission File Number 001-34974 AEROFLEX HOLDING CORP. (Exact name of Registrant as specified in its Charter) DELAWARE 01-0899019 (State or other jurisdiction (I.R.S. Employer of
November 7, 2013	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES 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): November 7, 2013 AEROFLEX HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-34974 01-0899019 (State or Other Jurisdiction (Commission (I.R.S. Employer of I
October 3, 2013	DEFA14A	- DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confide
October 3, 2013	DEF 14A	- DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confide
August 29, 2013	EX-10.15	AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit 10.15 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the ?Agreement?) is made as of the 28th day of August, 2013 (the ?Effective Date?) by and between Aeroflex Incorporated, a Delaware corporation, with its principal office located at 35 South Service Road, Plainview, NY 11803 (together with its successors and assigns permitted hereunder, ?Aerofle
August 29, 2013	EX-10.17	AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.17 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the ?Agreement?) is made as of the 28th day of August, 2013 by and between Aeroflex Incorporated, a Delaware corporation, with its principal office located at 35 South Service Road, Plainview, NY 11803 (together with its successors and assigns permitted hereunder, the ?Compan
August 29, 2013	EX-21	EX-21 Exhibit 21 List of Registrant’s Subsidiaries as of June 30, 2013 Jurisdiction of Name Incorporation Aeroflex Asia Ltd.
August 29, 2013	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-34974 Aeroflex Holding Corp. (Exact name of registrant as spec
August 29, 2013	EX-10.18	AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.18 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the ?Agreement?) is made as of the 28th day of August, 2013 by and between Aeroflex Incorporated, a Delaware corporation (together with its successors and assigns permitted hereunder, the ?Company?), and Edward S. Wactlar (hereinafter the ?Executive? and together with the Com
August 29, 2013	EX-10.19	AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.19 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the ?Agreement?) is entered into as of this 28th day of August, 2013 (the ?Effective Date?), by and between Aeroflex Incorporated, a Delaware corporation (together with its successors and assigns permitted hereunder, the ?Company?), and Andrew F. Kaminsky (the ?Executive?). WHEREAS, the Board of
August 29, 2013	EX-10.16	AMENDED AND RESTATED EMPLOYMENT AGREEMENT EX-10.16 3 v353134ex10-16.htm EXHIBIT 10.16 Exhibit 10.16 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 28th day of August, 2013 (the “Effective Date”) by and between Aeroflex Incorporated, a Delaware corporation, with its principal office located at 35 South Service Road, Plainview, NY 11803 (together with its successo
August 29, 2013	EX-14.1	CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS OF AEROFLEX HOLDING CORP. Exhibit 14.1 CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS OF AEROFLEX HOLDING CORP. It is the policy of Aeroflex Holding Corp. that the Chief Executive Officer, Chief Financial Officer, Treasurer and Controller of Aeroflex Holding Corp. (?Aeroflex?) adhere to and advocate the following principles governing their professional and ethical conduct in the fulfillment of the
August 15, 2013	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K UNITED STATES 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 15, 2013 AEROFLEX HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-34974 01-0899019 (State or Other Jurisdiction of Incorporation) (Commission File
August 15, 2013	EX-99.1	AEROFLEX ANNOUNCES FOURTH QUARTER AND FULL YEAR FISCAL 2013 RESULTS NEWS RELEASE AEROFLEX ANNOUNCES FOURTH QUARTER AND FULL YEAR FISCAL 2013 RESULTS PLAINVIEW, New York — August 15, 2013 - Aeroflex Holding Corp.
May 30, 2013	EX-10.1	[The remainder of this page is intentionally left blank] EXECUTION VERSION AMENDMENT No. 2, dated as of May 29, 2013 (this “Amendment”), to the Credit and Guaranty Agreement dated as of May 9, 2011, as amended May 24, 2012 pursuant to Amendment No. 1 (“Amendment No.1”), among AEROFLEX INCORPORATED, a Delaware corporation (the “Borrower”), AEROFLEX HOLDING CORP., a Delaware corporation (“Holdings”), certain Subsidiaries of the Borrower as Guarantors (the
May 30, 2013	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES 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): May 29, 2013 AEROFLEX HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-34974 01-0899019 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incor
May 9, 2013	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 Commission File Number 001-34974 AEROFLEX HOLDING CORP. (Exact name of Registrant as specified in its Charter) DELAWARE 01-0899019 (State or other jurisdiction (I.R.S. Employer of inc
May 9, 2013	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 v3442168k.htm 8-K UNITED STATES 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): May 9, 2013 AEROFLEX HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-34974 01-0899019 (State or Other Jurisdiction (Commission (I
May 9, 2013	EX-99.1	AEROFLEX ANNOUNCES THIRD QUARTER FISCAL 2013 RESULTS NEWS RELEASE AEROFLEX ANNOUNCES THIRD QUARTER FISCAL 2013 RESULTS PLAINVIEW, New York — May 9, 2013 — Aeroflex Holding Corp.
February 14, 2013	SC 13G	ARX / Aeroflex Holding Corp. / Pennant Capital Management, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.
February 14, 2013	SC 13G/A	ARX / Aeroflex Holding Corp. / VGG HOLDING LLC - AEROFLEX HOLDING CORP. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Aeroflex Holding Corp. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 007767106 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursua
February 14, 2013	SC 13G/A	ARX / Aeroflex Holding Corp. / Golden Gate Capital Management Ii, L.l.c. - AMENDMENT NUMBER 1 TO SCHEDULE 13G Passive Investment Amendment Number 1 to Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
February 6, 2013	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2012 Commission File Number 001-34974 AEROFLEX HOLDING CORP. (Exact name of Registrant as specified in its Charter) DELAWARE 01-0899019 (State or other jurisdiction (I.R.S. Employer of
February 6, 2013	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES 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): February 6, 2013 AEROFLEX HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-34974 01-0899019 (State or Other Jurisdiction (Commission (I.R.S. Employer of I
February 6, 2013	EX-99.1	AEROFLEX ANNOUNCES SECOND QUARTER FISCAL 2013 RESULTS NEWS RELEASE AEROFLEX ANNOUNCES SECOND QUARTER FISCAL 2013 RESULTS PLAINVIEW, New York — February 6, 2013 — Aeroflex Holding Corp.
November 14, 2012	8-K	Submission of Matters to a Vote of Security Holders 8-K 1 v3285438k.htm 8-K UNITED STATES 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): November 14, 2012 AEROFLEX HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-34974 01-0899019 (State or Other Jurisdiction (Commiss
November 8, 2012	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 Commission File Number 001-34974 AEROFLEX HOLDING CORP. (Exact name of Registrant as specified in its Charter) DELAWARE 01-0899019 (State or other jurisdiction (I.R.S. Employer of
November 8, 2012	EX-99.1	AEROFLEX ANNOUNCES FIRST QUARTER FISCAL 2013 RESULTS NEWS RELEASE AEROFLEX ANNOUNCES FIRST QUARTER FISCAL 2013 RESULTS PLAINVIEW, New York — November 8, 2012 — Aeroflex Holding Corp.
November 8, 2012	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES 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): November 8, 2012 AEROFLEX HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-34974 01-0899019 (State or Other Jurisdiction (Commission (I.R.S. Employer of I
October 4, 2012	DEF 14A	- FORM DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confide
October 4, 2012	DEFA14A	- DEFA14A DEFA14A 1 v324881defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨
October 3, 2012	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits 8-K 1 v3249508k.htm FORM 8-K UNITED STATES 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): September 28, 2012 AEROFLEX HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-34974 01-0899019 (State or Other Jurisdiction (C
October 3, 2012	EX-10.2	AMENDMENT NO. 6 TO EMPLOYMENT AGREEMENT AMENDMENT NO. 6 TO EMPLOYMENT AGREEMENT AMENDMENT NO. 6 TO THE EMPLOYMENT AGREEMENT (this “Amendment”) made as of the 28th day of September 2012 by and between AEROFLEX INCORPORATED, a Delaware corporation (hereinafter the “Company”) and JOHN ADAMOVICH, JR. (hereinafter the “Executive” and together with the Company, the “Parties”). WITNESSETH: WHEREAS, the Parties entered into an Employment Agreem
October 3, 2012	EX-10.3	AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT EX-10.3 4 v324950ex10-3.htm EXHIBIT 10.3 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT AMENDMENT NO. 1 TO THE EMPLOYMENT AGREEMENT (this “Amendment”) made as of the 28th day of September 2012 by and between AEROFLEX INCORPORATED, a Delaware corporation (hereinafter the “Company”) and EDWARD S. WACTLAR (hereinafter the “Executive” and together with the Company, the “Parties”). WITNESSETH: WHEREAS, the Pa
October 3, 2012	EX-10.1	Execution Copy EXECUTIVE EMPLOYMENT AGREEMENT Execution Copy EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of this 28th day of September 2012 (the “Effective Date”), by and between Aeroflex Incorporated, a Delaware corporation (together with its successors and assigns permitted hereunder, the “Company”), and Andrew F.
September 19, 2012	10-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 UNITED STATES 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 For the fiscal year ended June 30, 2012 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-34974 Aeroflex Holding Corp. (Exact name of
September 17, 2012	8-K	Other Events - FORM 8-K UNITED STATES 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): September 10, 2012 AEROFLEX HOLDING CORP. (Exact Name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 001-34974 (Commission File Num
August 29, 2012	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2012 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-34974 Aeroflex Holding Corp. (Exact name of registrant as spec
August 29, 2012	EX-14.1	CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS OF AEROFLEX HOLDING CORP. Exhibit 14.1 CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS OF AEROFLEX HOLDING CORP. It is the policy of Aeroflex Holding Corp. that the Chief Executive Officer, Chief Financial Officer, Treasurer and Controller of Aeroflex Holding Corp. (?Aeroflex?) adhere to and advocate the following principles governing their professional and ethical conduct in the fulfillment of the
August 29, 2012	EX-21	List of Registrant’s Subsidiaries as of June 30, 2012 Exhibit 21 List of Registrant’s Subsidiaries as of June 30, 2012 Jurisdiction of Name Incorporation Aeroflex Asia Ltd.
August 16, 2012	EX-99.1	AEROFLEX ANNOUNCES FOURTH QUARTER AND FULL YEAR FISCAL 2012 RESULTS NEWS RELEASE AEROFLEX ANNOUNCES FOURTH QUARTER AND FULL YEAR FISCAL 2012 RESULTS PLAINVIEW, New York — August 16, 2012 — Aeroflex Holding Corp.
August 16, 2012	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K UNITED STATES 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 16, 2012 AEROFLEX HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-34974 01-0899019 (State or Other Jurisdiction (Commission (I.R.S. Employer of In
May 25, 2012	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 v3145058k.htm 8-K UNITED STATES 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): May 24, 2012 AEROFLEX HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-34974 01-0899019 (State or Other Jurisdiction (Commission (
May 25, 2012	EX-10.1	AMENDMENT NO. 1 TO CREDIT AND GUARANTY AGREEMENT Execution Version AMENDMENT NO. 1 TO CREDIT AND GUARANTY AGREEMENT This AMENDMENT NO. 1 TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”), dated as of May 24, 2012, is entered into by and among AEROFLEX INCORPORATED, a Delaware corporation (the “Borrower”), AEROFLEX HOLDING CORP. (“Holdings”), certain Subsidiaries of the Borrower as Guarantors (the “Guarantors”) thereto, the Lenders party hereto
May 10, 2012	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES 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): May 10, 2012 AEROFLEX HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-34974 01-0899019 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incor
May 10, 2012	EX-99.1	AEROFLEX ANNOUNCES THIRD QUARTER FISCAL 2012 RESULTS NEWS RELEASE AEROFLEX ANNOUNCES THIRD QUARTER FISCAL 2012 RESULTS PLAINVIEW, New York — May 10, 2012 — Aeroflex Holding Corp.
May 10, 2012	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 Commission File Number 001-34974 AEROFLEX HOLDING CORP. (Exact name of Registrant as specified in its Charter) DELAWARE 01-0899019 (State or other jurisdiction (I.R.S. Employer of inc
February 13, 2012	CORRESP	- CORRESP 1 filename1.htm February 13, 2012 Mr. Gary Todd Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549-7010 Re: Aeroflex Holding Corp. Form 10-K for the Fiscal Year ended June 30, 2011 Filed August 31, 2011 Form 8-K Filed November 9, 2011 File No. 001-34974 Dear Mr. Todd: The following are our responses to the comments of the Securities and Exchange Commi
February 9, 2012	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2011 Commission File Number 001-34974 AEROFLEX HOLDING CORP. (Exact name of Registrant as specified in its Charter) DELAWARE 01-0899019 (State or other jurisdiction (I.R.S. Employer of
February 9, 2012	EX-99.1	AEROFLEX ANNOUNCES SECOND QUARTER FISCAL 2012 RESULTS EX-99.1 2 v301737ex99-1.htm EXHIBIT 99.1 NEWS RELEASE AEROFLEX ANNOUNCES SECOND QUARTER FISCAL 2012 RESULTS PLAINVIEW, New York — February 9, 2012 — Aeroflex Holding Corp. ("Aeroflex") (NYSE: ARX), a leading global provider of high performance microelectronic components, and test and measurement equipment, today announced its financial results for the second quarter of fiscal 2012, which ended Dec
February 9, 2012	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES 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): February 9, 2012 AEROFLEX HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-34974 01-0899019 (State or Other Jurisdiction (Commission (I.R.S. Employer of I
January 4, 2012	EX-99.1	AEROFLEX SHIPS GRMATS UNITS TO THE U.S. MARINE CORPS. Reiterates Guidance at the High End of the Previously Announced Range AEROFLEX SHIPS GRMATS UNITS TO THE U.S. MARINE CORPS. Reiterates Guidance at the High End of the Previously Announced Range PLAINVIEW, New York - January 3, 2012 - Aeroflex Holding Corp. ("Aeroflex") (NYSE: ARX), a leading global provider of high performance microelectronic components and test and measurement equipment, today announced it has shipped all of the Ground Radio Maintenance Automatic T
January 4, 2012	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K CURRENT REPORT UNITED STATES 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): January 3, 2012 AEROFLEX HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-34974 01-0899019 (State or Other Jurisdiction (Commission (I.R.S. Employer of In
November 21, 2011	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders UNITED STATES 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): November 16, 2011 AEROFLEX HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-34974 01-0899019 (State or Other Jurisdiction (Commission (I.R.S. Employer of
November 16, 2011	EX-10.1	AEROFLEX HOLDING CORP. 2011 OMNIBUS INCENTIVE PLAN AEROFLEX HOLDING CORP. 2011 OMNIBUS INCENTIVE PLAN Aeroflex Holding Corp. (the "Company"), a Delaware corporation, hereby establishes and adopts the following Aeroflex Holding Corp. 2011 Omnibus Incentive Plan (the "Plan"). 1. PURPOSE OF THE PLAN The purpose of the Plan is to assist the Company and its Subsidiaries in attracting and retaining selected individuals to serve as employees, directors a
November 16, 2011	S-8	As filed with the Securities and Exchange Commission on November 16, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 AEROFLEX HOLDING CORP. (Exact name of registr As filed with the Securities and Exchange Commission on November 16, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
November 9, 2011	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 Commission File Number 001-34974 AEROFLEX HOLDING CORP. (Exact name of Registrant as specified in its Charter) DELAWARE 01-0899019 (State or other jurisdiction (I.R.S. Employer of
November 9, 2011	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES 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): November 9, 2011 AEROFLEX HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-34974 01-0899019 (State or Other Jurisdiction (Commission (I.R.S. Employer of I
November 9, 2011	EX-99.1	AEROFLEX ANNOUNCES FIRST QUARTER FISCAL 2012 RESULTS NEWS RELEASE AEROFLEX ANNOUNCES FIRST QUARTER FISCAL 2012 RESULTS PLAINVIEW, New York ? November 9, 2011 ? Aeroflex Holding Corp.
October 3, 2011	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame DEF 14A 1 v235255def14a.htm FORM DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box
October 3, 2011	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide
August 31, 2011	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2011 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-34974 Aeroflex Holding Corp. (Exact name of registrant as spec
August 31, 2011	EX-21	List of Registrant?s Subsidiaries as of June 30, 2011 Jurisdiction of Name Incorporation Aeroflex Asia Ltd. Hong Kong Aeroflex Asia Pacific Ltd. England Aeroflex Colorado Springs, Inc. Delaware Aeroflex Control Components, Inc. Michigan Aeroflex Fran Exhibit 21 List of Registrant?s Subsidiaries as of June 30, 2011 Jurisdiction of Name Incorporation Aeroflex Asia Ltd.
August 31, 2011	EX-14.1	CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS OF AEROFLEX HOLDING CORP. Exhibit 14.1 CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS OF AEROFLEX HOLDING CORP. It is the policy of Aeroflex Holding Corp. that the Chief Executive Officer, Chief Financial Officer, Treasurer and Controller of Aeroflex Holding Corp. (?Aeroflex?) adhere to and advocate the following principles governing their professional and ethical conduct in the fulfillment of the
August 18, 2011	EX-99.1	AEROFLEX ANNOUNCES FOURTH QUARTER AND FULL YEAR FISCAL 2011 RESULTS Record Fourth Quarter and Annual Revenue, Non-GAAP Operating Income and Adjusted EBITDA AEROFLEX ANNOUNCES FOURTH QUARTER AND FULL YEAR FISCAL 2011 RESULTS Record Fourth Quarter and Annual Revenue, Non-GAAP Operating Income and Adjusted EBITDA PLAINVIEW, New York ? August 18, 2011 ? Aeroflex Holding Corp.
August 18, 2011	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES 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 18, 2011 AEROFLEX HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-34974 01-0899019 (State or Other Jurisdiction (Commission (I.R.S. Employer of In
July 8, 2011	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 v2281888k.htm UNITED STATES 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): July 7, 2011 AEROFLEX HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-34974 01-0899019 (State or Other Jurisdiction (Commission (I.R.
July 8, 2011	EX-99.1	AEROFLEX UPDATES FINANCIAL TARGETS FOR THE FOURTH QUARTER OF FISCAL 2011 AEROFLEX UPDATES FINANCIAL TARGETS FOR THE FOURTH QUARTER OF FISCAL 2011 PLAINVIEW, New York ? July 7, 2011 ? Aeroflex Holding Corp.
May 10, 2011	EX-10.2	PLEDGE AND SECURITY AGREEMENT dated as of May 9, 2011 EACH OF THE GRANTORS PARTY HERETO JPMORGAN CHASE BANK, N.A., as Collateral Agent TABLE OF CONTENTS EXECUTION VERSION PLEDGE AND SECURITY AGREEMENT dated as of May 9, 2011 between EACH OF THE GRANTORS PARTY HERETO and JPMORGAN CHASE BANK, N.
May 10, 2011	EX-99.1	AEROFLEX ANNOUNCES FISCAL THIRD QUARTER RESULTS Record Third Quarter Revenue, Non-GAAP Operating Income and Adjusted EBITDA AEROFLEX ANNOUNCES FISCAL THIRD QUARTER RESULTS Record Third Quarter Revenue, Non-GAAP Operating Income and Adjusted EBITDA PLAINVIEW, New York ? May 10, 2011 ? Aeroflex Holding Corp.
May 10, 2011	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES 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): May 10, 2011 AEROFLEX HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-34974 01-0899019 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incor
May 10, 2011	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 Commission File Registrant; State UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 Commission File Registrant; State of Incorporation; IRS Employer Number Address and Telephone Number Identification No. 001-34974 Aeroflex Holding Corp. 01-0899019 Delaware 35 South S
May 10, 2011	EX-10.1	CREDIT AND GUARANTY AGREEMENT dated as of May 9, 2011 AEROFLEX INCORPORATED, as Borrower, AEROFLEX HOLDING CORP., as a Guarantor, CERTAIN SUBSIDIARIES OF AEROFLEX INCORPORATED, collectively, as Guarantors, VARIOUS LENDERS JPMORGAN CHASE BANK, N.A., a EXECUTION VERSION CREDIT AND GUARANTY AGREEMENT dated as of May 9, 2011 among AEROFLEX INCORPORATED, as Borrower, AEROFLEX HOLDING CORP.
April 25, 2011	8-K	Financial Statements and Exhibits, Other Events 8-K 1 v2196188k.htm 8-K UNITED STATES 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): April 25, 2011 AEROFLEX HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-34974 01-0899019 (State or Other Jurisdiction (Commission
April 25, 2011	EX-99.1	AEROFLEX INCORPORATED ANNOUNCES DEBT TENDER EX-99.1 2 v219618ex99-1.htm EX-99.1 FOR IMMEDIATE RELEASE AEROFLEX INCORPORATED ANNOUNCES DEBT TENDER Plainview, New York – April 25, 2011. Aeroflex Incorporated (“Aeroflex” or the “Company”), a wholly owned subsidiary of Aeroflex Holding Corp. (NYSE: ARX), announced today the commencement of a tender offer (the "Offer") and solicitation for consents (the "Consent Solicitation") for any and all of
February 14, 2011	SC 13G	SECURITIES AND EXCHANGE COMMISSION SC 13G 1 p11-0325sc13g.htm AEROFLEX HOLDING CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Aeroflex Holding Corp. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 007767106 (CUSIP Number) November 18, 2010 (Date of event which requires filing of this statement) Check the appropriate box to designat
February 14, 2011	SC 13G	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Aeroflex Holding Corp. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) (CUS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Aeroflex Holding Corp. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 007767106 (CUSIP Number) December 31, 2010 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan
February 9, 2011	EX-10.1	FORM OF INDEMNIFICATION AGREEMENT Exhibit 10.1 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is made as of February , 2011 by and between Aeroflex Incorporated, a Delaware corporation (the "Company"), and ("Indemnitee"). RECITALS WHEREAS, highly competent persons have become more reluctant to serve public companies as directors or officers unless they are provided with adequate protection through i
February 9, 2011	10-Q	UNITED STATES UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2010 Commission File Registrant; State of Incorporation; IRS Employer Number Address and Telephone Number Identification No. 001-34974 Aeroflex Holding Corp. 01-0899019 Delaware 35 Sout
February 8, 2011	EX-99.1	AEROFLEX ANNOUNCES FISCAL SECOND QUARTER RESULTS AEROFLEX ANNOUNCES FISCAL SECOND QUARTER RESULTS · Record Second Quarter Revenue and Gross Profit · Book-to-Bill Greater than 1:1 · Repaid $186.
February 8, 2011	8-K	Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES 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): February 8, 2011 AEROFLEX HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-34974 01-0899019 (State or Other Jurisdiction (Commission (I.R.S. Employer of I
December 22, 2010	8-K	Other Events, Financial Statements and Exhibits, Other Events UNITED STATES 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): December 22, 2010 AEROFLEX HOLDING CORP. (Exact Name of Registrant as Specified in Charter) Delaware 333-165920 01-0899019 (State or Other Jurisdiction (Commission (I.R.S. Employer of
December 22, 2010	EX-99.1	AEROFLEX INCORPORATED ANNOUNCES PURCHASE OF $26 MILLION OF ITS TERM LOAN AEROFLEX INCORPORATED ANNOUNCES PURCHASE OF $26 MILLION OF ITS TERM LOAN Plainview, New York ? December 22, 2010.
November 19, 2010	424B4	17,250,000 Shares Aeroflex Holding Corp. Common Stock Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-165920 PROSPECTUS 17,250,000 Shares Aeroflex Holding Corp. Common Stock This is an initial public offering of shares of common stock of Aeroflex Holding Corp. We are offering 17,250,000 shares of our common stock. Prior to this offering there has been no public market for our common stock. The initial public offering price per
November 18, 2010	8-A12B	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Aeroflex Holding Corp. (Exact Name of Registran UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Aeroflex Holding Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 01-0899019 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 35 South Service Road
November 18, 2010	EX-24.1	POWER OF ATTORNEY Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints each of Stephen D. Oetgen, Robert M. Hayward, P.C. and Jeremy M. Veit, signing singly, as the undersigned?s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) pre
November 18, 2010	EX-24.1	POWER OF ATTORNEY Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints each of Stephen D. Oetgen, Robert M. Hayward, P.C. and Jeremy M. Veit, signing singly, as the undersigned?s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) pre
November 18, 2010	EX-24.2	POWER OF ATTORNEY Exhibit 24.2 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints each of Stephen D. Oetgen, Robert M. Hayward, P.C. and Jeremy M. Veit, signing singly, as the undersigned?s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) pre
November 18, 2010	EX-24.2	POWER OF ATTORNEY Exhibit 24.2 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints each of Stephen D. Oetgen, Robert M. Hayward, P.C. and Jeremy M. Veit, signing singly, as the undersigned?s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) pre
November 18, 2010	EX-24.1	POWER OF ATTORNEY Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints each of Stephen D. Oetgen, Robert M. Hayward, P.C. and Jeremy M. Veit, signing singly, as the undersigned?s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) pre
November 18, 2010	EX-24.1	POWER OF ATTORNEY Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints each of Stephen D. Oetgen, Robert M. Hayward, P.C. and Jeremy M. Veit, signing singly, as the undersigned?s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) pre
November 17, 2010	CORRESP	AEROFLEX HOLDING CORP. 35 South Service Road P.O. Box 6022 Plainview, NY 11803 November 16, 2010 AEROFLEX HOLDING CORP. 35 South Service Road P.O. Box 6022 Plainview, NY 11803 November 16, 2010 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Allicia Lam Re: Aeroflex Holding Corp. Registration Statement No. 333-165920 Dear Ms. Lam: Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, Aeroflex
November 17, 2010	CORRESP	November 16, 2010 Writer?s Direct Number (212) 756-2497 Writer?s E-mail Address [email protected] November 16, 2010 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Allicia Lam Re: Aeroflex Holding Corp. Registration Statement on Form S-1 Filed April 6, 2010 File No. 333-165920 (the ?Registration Statement?) Dear Ms. Lam: On beh
November 17, 2010	S-1/A	As filed with the Securities and Exchange Commission on November 16, 2010 QuickLinks - Click here to rapidly navigate through this document As filed with the Securities and Exchange Commission on November 16, 2010 Registration No.
November 16, 2010	CORRESP	AEROFLEX HOLDING CORP. 35 South Service Road P.O. Box 6022 Plainview, NY 11803 November 16, 2010 AEROFLEX HOLDING CORP. 35 South Service Road P.O. Box 6022 Plainview, NY 11803 November 16, 2010 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Allicia Lam Re: Aeroflex Holding Corp. Registration Statement No. 333-165920 Dear Ms. Lam: Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, Aeroflex
November 16, 2010	CORRESP	No. of Copies November 16, 2010 Via Facsimile (703 813 6981) and EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.
November 10, 2010	EX-10.37	FORM OF AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT EXHIBIT 10.37 FORM OF AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT AMENDMENT NO. 2 TO THE EMPLOYMENT AGREEMENT (this ?Amendment?) made as of the day of November 2010 by and between AEROFLEX INCORPORATED, a Delaware corporation (hereinafter ?Aeroflex? or the ?Company?) and JOHN BUYKO (hereinafter ?Buyko? or the ?Executive? and together with the Company, the ?Parties?). WITNESSETH: WHEREAS, the Parties e
November 10, 2010	S-1/A	As filed with the Securities and Exchange Commission on November 9, 2010 Use these links to rapidly review the document TABLE OF CONTENTS Prospectus As filed with the Securities and Exchange Commission on November 9, 2010 Registration No.
November 10, 2010	EX-10.33	Form of Amendment No. 7 to, and Consent under, the Amended and Restated Limited Liability Company Operating Agreement VGG HOLDING LLC Exhibit 10.33 Form of Amendment No. 7 to, and Consent under, the Amended and Restated Limited Liability Company Operating Agreement of VGG HOLDING LLC This Amendment No. 7 to, and Consent under (this ?Amendment and Consent?), the Amended and Restated Limited Liability Company Operating Agreement of VGG Holding LLC, a Delaware limited liability company (the ?Company?), is entered into and shall be
November 10, 2010	EX-10.41	FORM OF DIRECTOR DESIGNATION AGREEMENT EX-10.41 13 a2200874zex-1041.htm EX-10.412 Exhibit 10.41 FORM OF DIRECTOR DESIGNATION AGREEMENT DIRECTOR DESIGNATION AGREEMENT, dated as of November [ ], 2010 (this “Agreement”), between Aeroflex Holding Corp., a Delaware corporation (the “Company”), and VGG Holding LLC, a Delaware limited liability company (“VGG”). WHEREAS, the Company has determined that it is in its best interests to effect an
November 10, 2010	EX-10.43	FIRST AMENDMENT TO SENIOR SUBORDINATED UNSECURED CREDIT AND GUARANTY AGREEMENT EX-10.43 15 a2200874zex-1043.htm EX-10.43 Exhibit 10.43 FIRST AMENDMENT TO SENIOR SUBORDINATED UNSECURED CREDIT AND GUARANTY AGREEMENT THIS FIRST AMENDMENT TO SENIOR SUBORDINATED UNSECURED CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is dated as of November 4, 2010 and is entered into by and among AEROFLEX INCORPORATED, a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borro
November 10, 2010	EX-3.2	FORM OF AMENDED AND RESTATED AEROFLEX HOLDING CORP. Adopted May 9, 2007; Amended [ ], 2010 Exhibit 3.2 FORM OF AMENDED AND RESTATED BYLAWS OF AEROFLEX HOLDING CORP. Adopted May 9, 2007; Amended [ ], 2010 ARTICLE I MEETINGS OF STOCKHOLDERS 1 Section 1.1. Place of Meetings 1 Section 1.2. Annual Meetings 1 Section 1.3. Special Meetings 1 Section 1.4. Notice of Meetings 2 Section 1.5. Adjournments 2 Section 1.6. Waiver of Notice 2 Section 1.7. Quorum 2 Section 1.8. Organization and Order of
November 10, 2010	EX-10.38	FORM OF AMENDMENT NO. 5 TO EMPLOYMENT AGREEMENT EXHIBIT 10.38 FORM OF AMENDMENT NO. 5 TO EMPLOYMENT AGREEMENT AMENDMENT NO. 5 TO THE EMPLOYMENT AGREEMENT (this ?Amendment?) made as of the th day of November, 2010 by and between AEROFLEX INCORPORATED, a Delaware corporation (hereinafter the ?Company?) and CARL CARUSO (hereinafter the ?Executive? and together with the Company, the ?Parties?). WITNESSETH: WHEREAS, the Parties entered into an Emplo
November 10, 2010	EX-10.39	Aeroflex Holding Corp. Aeroflex Incorporated 35 South Service Road Plainview, New York 11803 EX-10.39 11 a2200874zex-1039.htm EX-10.39 Exhibit 10.39 Aeroflex Holding Corp. Aeroflex Incorporated 35 South Service Road Plainview, New York 11803 November [ ], 2010 Veritas Capital Fund Management, L.L.C. 590 Madison Avenue New York, New York 10022 GGC Administration LLC One Embarcadero Center, 33rd Floor San Francisco, California 94111 Goldman, Sachs & Co. 200 West Street New York, New York 10
November 10, 2010	EX-10.40	DEALER MANAGERS AGREEMENT Exhibit 10.40 Execution version DEALER MANAGERS AGREEMENT November 5, 2010 Credit Suisse Securities (USA) LLC Goldman, Sachs & Co., As Dealer Managers, c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 Ladies and Gentlemen: Aeroflex Incorporated, a Delaware corporation (the ?Company?), plans to commence a tender offer (the ?Tender Offer?) for certain of the Comp
November 10, 2010	EX-10.35	FORM OF AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT EXHIBIT 10.35 FORM OF AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT AMENDMENT NO. 3 TO THE EMPLOYMENT AGREEMENT (this ?Amendment?) made as of the th day of November, 2010 by and between AEROFLEX INCORPORATED, a Delaware corporation (hereinafter the ?Company?) and CHARLES BADLATO (hereinafter the ?Executive? and together with the Company, the ?Parties?). WITNESSETH: WHEREAS, the Parties entered into an E
November 10, 2010	EX-10.36	FORM OF AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT EXHIBIT 10.36 FORM OF AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT AMENDMENT NO. 2 TO THE EMPLOYMENT AGREEMENT (this ?Amendment?) made as of the day of November 2010 by and between AEROFLEX INCORPORATED, a Delaware corporation (hereinafter ?Aeroflex? or the ?Company?) and LEONARD BOROW (hereinafter ?Borow? or the ?Executive ?and together with the Company, the ?Parties?). WITNESSETH: WHEREAS, the Partie
November 10, 2010	EX-3.1	FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AEROFLEX HOLDING CORP. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware Exhibit 3.1 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AEROFLEX HOLDING CORP. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware The undersigned, Aeroflex Holding Corp. (the ?Corporation?), a corporation existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the Corporation is AEROFLEX HOLDING CORP. The
November 10, 2010	EX-10.42	FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT Exhibit 10.42 FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT THIS FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this ?Amendment?) is dated as of November 4, 2010 and is entered into by and among AEROFLEX INCORPORATED, a Delaware corporation (the ?Borrower?), AEROFLEX HOLDING CORP. (f/k/a AX Holding Corp.), a Delaware corporation (?Holdings?), GOLDMAN SACHS CREDIT PARTNERS L.P. (?GSCP?), as A
November 10, 2010	EX-10.25	FORM OF INDEMNIFICATION AGREEMENT Exhibit 10.25 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made as of [ ], 2010 by and between Aeroflex Holding Corp., a Delaware corporation (the ?Company?), and [ ] (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or officers unless they are provided with adequate protection
November 10, 2010	EX-10.34	FORM OF AMENDMENT NO. 5 TO EMPLOYMENT AGREEMENT EXHIBIT 10.34 FORM OF AMENDMENT NO. 5 TO EMPLOYMENT AGREEMENT AMENDMENT NO. 5 TO THE EMPLOYMENT AGREEMENT (this ?Amendment?) made as of the day of November 2010 by and between AEROFLEX INCORPORATED, a Delaware corporation (hereinafter the ?Company?) and JOHN ADAMOVICH, JR. (hereinafter the ?Executive? and together with the Company, the ?Parties?). WITNESSETH: WHEREAS, the Parties entered into an E
November 9, 2010	CORRESP	November 9, 2010 Writer’s Direct Number (212) 756-2497 Writer’s E-mail Address [email protected] November 9, 2010 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Allicia Lam Re: Aeroflex Holding Corp. Registration Statement on Form S-1 Filed April 6, 2010 File No. 333-165920 Dear Ms. Lam: Please note that simultaneously with o
November 5, 2010	EX-10.30	1. Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to them in the Operating Agreement. 2. In accordance with Section 8.1(b)(i) of the Operating Agreement, effective as of the date hereof, the Newly Admitted Member Exhibit 10.30 Amendment No. 4 to the Amended and Restated Limited Liability Company Operating Agreement of VGG HOLDING LLC This Amendment No. 4 (this ?Amendment?) to the Amended and Restated Limited Liability Company Operating Agreement of VGG Holding LLC, a Delaware limited liability company (the ?Company?), is entered into and shall be effective as of November 30, 2007, by and among the Company,
November 5, 2010	EX-10.31	Amendment No. 5 to the Amended and Restated Limited Liability Company Operating Agreement VGG HOLDING LLC EX-10.31 10 a2200646zex-1031.htm EXHIBIT 10.31 Exhibit 10.31 EXECUTION VERSION Amendment No. 5 to the Amended and Restated Limited Liability Company Operating Agreement of VGG HOLDING LLC This Amendment No. 5 (this “Amendment”) to the Amended and Restated Limited Liability Company Operating Agreement of VGG Holding LLC, a Delaware limited liability company (the “Company”), is entered into and shal
November 5, 2010	EX-10.27	1. Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to them in the Operating Agreement. 2. In accordance with Sections 3.3 and 7.1(a) of the Operating Agreement, effective as of the date hereof, the Newly Admitted Exhibit 10.27 Amendment No. 1 to the Amended and Restated Limited Liability Company Operating Agreement of VGG HOLDING LLC This Amendment No. 1 (this ?Amendment?) to the Amended and Restated Limited Liability Company Operating Agreement of VGG Holding LLC, a Delaware limited liability company (the ?Company?), is entered into and shall be effective as of September 13, 2007, by and among the Company
November 5, 2010	EX-4.7	COMMON STOCK Exhibit 4.7 COMMON STOCK COMMON STOCK [GRAPHIC] [GRAPHIC] [GRAPHIC] AHC AEROFLEX HOLDING CORP. AEROFLEX HOLDING CORP. SEE REVERSE FOR CERTAIN INCORPORATED UNDER THE LAWS DEFINITIONS OF THE STATE OF DELAWARE CUSIP TO COME This Certifies that is the record holder of FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.01 PAR VALUE PER SHARE, OF AEROFLEX HOLDING CORP. transferable on the books of
November 5, 2010	EX-1.1	Aeroflex Holding Corp. Common Stock, $0.01 par value Underwriting Agreement Exhibit 1.1 Aeroflex Holding Corp. Common Stock, $0.01 par value Underwriting Agreement , 2010 Goldman, Sachs & Co. Credit Suisse Securities (USA) LLC J.P. Morgan Securities Inc. Morgan Stanley & Co. Incorporated As representatives (the ?Representatives?) of the several Underwriters named in Schedule I hereto c/o Goldman, Sachs & Co. 200 West Street New York, New York 10282-2198 Ladies and Gentlem
November 5, 2010	EX-10.26	ARTICLE III CLASSES OF MEMBERSHIP, CONTRIBUTIONS AND CAPITAL ACCOUNTS ARTICLE IV ALLOCATIONS AND DISTRIBUTIONS ARTICLE V RIGHTS AND DUTIES OF MEMBERS ARTICLE VI INDEMNIFICATION OF MEMBERS ARTICLE VII MANAGEMENT ARTICLE VIII DISPOSITION OF M Exhibit 10.26 EXECUTION COPY AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT of VGG HOLDING LLC Dated as of August 15, 2007 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 ARTICLE II FORMATION 9 2.1 Organization 10 2.2 Name 10 2.3 Term 10 2.4 Registered Agent and Office 10 2.5 Principal Office 10 2.6 Purpose and Limitation on Activities 10 2.7 Statutory Compliance 10 2.8 Preserva
November 5, 2010	CORRESP	November 5, 2010 Writer?s Direct Number (212) 756-2497 Writer?s E-mail Address [email protected] November 5, 2010 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Allicia Lam Re: Aeroflex Holding Corp. Registration Statement on Form S-1 Filed April 6, 2010 File No. 333-165920 Dear Ms. Lam: Please note that simultaneously with o
November 5, 2010	S-1/A	As filed with the Securities and Exchange Commission on November 5, 2010 Use these links to rapidly review the document TABLE OF CONTENTS Prospectus As filed with the Securities and Exchange Commission on November 5, 2010 Registration No.
November 5, 2010	EX-10.28	Amendment No. 2 to the Amended and Restated Limited Liability Company Operating Agreement VGG HOLDING LLC Exhibit 10.28 Amendment No. 2 to the Amended and Restated Limited Liability Company Operating Agreement of VGG HOLDING LLC This Amendment No. 2 (this ?Amendment?) to the Amended and Restated Limited Liability Company Operating Agreement of VGG Holding LLC, a Delaware limited liability company (the ?Company?), is entered into and shall be effective as of September 21, 2007, by and among the Company
November 5, 2010	EX-10.32	Amendment No. 6 to the Amended and Restated Limited Liability Company Operating Agreement VGG HOLDING LLC Exhibit 10.32 Amendment No. 6 to the Amended and Restated Limited Liability Company Operating Agreement of VGG HOLDING LLC This Amendment No. 6 (this ?Amendment?) to the Amended and Restated Limited Liability Company Operating Agreement of VGG Holding LLC, a Delaware limited liability company (the ?Company?), is entered into and shall be effective as of August , 2009, by and among the Company, cer
November 5, 2010	EX-10.29	1. Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to them in the Operating Agreement. 2. In accordance with Sections 3.3 and 7.1(a) of the Operating Agreement, effective as of the date hereof, the Newly Admitted EX-10.29 8 a2200646zex-1029.htm EXHIBIT 10.29 Exhibit 10.29 Amendment No. 3 to the Amended and Restated Limited Liability Company Operating Agreement of VGG HOLDING LLC This Amendment No. 3 (this “Amendment”) to the Amended and Restated Limited Liability Company Operating Agreement of VGG Holding LLC, a Delaware limited liability company (the “Company”), is entered into and shall be effective as o
September 28, 2010	CORRESP	September 28, 2010 Writer’s Direct Number (212) 756-2497 Writer’s E-mail Address [email protected] September 28, 2010 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Tim Buchmiller Re: Aeroflex Holding Corp. Registration Statement on Form S-1 Filed April 6, 2010 File No. 333-165920 (the “Registration Statement”) Dear Mr. Buchmil
September 8, 2010	S-1/A	As filed with the Securities and Exchange Commission on September 8, 2010 Use these links to rapidly review the document TABLE OF CONTENTS Prospectus As filed with the Securities and Exchange Commission on September 8, 2010 Registration No.
September 8, 2010	EX-21	List of Subsidiaries Exhibit 21 List of Subsidiaries Jurisdiction of Name Incorporation Aeroflex Asia Ltd.
September 8, 2010	CORRESP	Writer's Direct Number Writer's E-mail Address (212) 756-2497 [email protected] Writer's Direct Number Writer's E-mail Address (212) 756-2497 [email protected] September 8, 2010 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Allicia Lam Re: Aeroflex Holding Corp. Registration Statement on Form S-1 Filed April 6, 2010 File No. 333-165920 (the "Registration Statement") Dear Ms. Lam: On beh
July 9, 2010	EX-99.5	CONSENT OF DIRECTOR NOMINEE Exhibit 99.5 CONSENT OF DIRECTOR NOMINEE I hereby consent to being named in the Registration Statement on Form S-1 of Aeroflex Holding Corp., a Delaware corporation (the ?Company?), and in all subsequent amendments, including post-effective amendments, or supplements to the Registration Statement (including the prospectus contained therein and the filing of this consent as an exhibit to the Regist
July 9, 2010	CORRESP	Writer's Direct Number (212) 756-2497 Writer's E-mail Address [email protected] Writer's Direct Number (212) 756-2497 Writer's E-mail Address [email protected] July 9, 2010 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Tim Buchmiller Re: Aeroflex Holding Corp. Registration Statement on Form S-1 Filed April 6, 2010 File No. 333-165920 (the "Registration Statement") Dear Mr. Buchmiller: O
July 9, 2010	S-1/A	As filed with the Securities and Exchange Commission on July 9, 2010 Use these links to rapidly review the document TABLE OF CONTENTS Prospectus TABLE OF CONTENTS 2 As filed with the Securities and Exchange Commission on July 9, 2010 Registration No.
June 10, 2010	EX-99.4	CONSENT OF DIRECTOR NOMINEE Exhibit 99.4 CONSENT OF DIRECTOR NOMINEE I hereby consent to being named in the Registration Statement on Form S-1 of Aeroflex Holding Corp., a Delaware corporation (the ?Company?), and in all subsequent amendments, including post-effective amendments, or supplements to the Registration Statement (including the prospectus contained therein and the filing of this consent as an exhibit to the Regist
June 10, 2010	EX-99.3	CONSENT OF DIRECTOR NOMINEE Exhibit 99.3 CONSENT OF DIRECTOR NOMINEE I hereby consent to being named in the Registration Statement on Form S-1 of Aeroflex Holding Corp., a Delaware corporation (the ?Company?), and in all subsequent amendments, including post-effective amendments, or supplements to the Registration Statement (including the prospectus contained therein and the filing of this consent as an exhibit to the Regist
June 10, 2010	CORRESP	Writer's Direct Number (212) 756-2497 Writer's E-mail Address [email protected] Writer's Direct Number (212) 756-2497 Writer's E-mail Address [email protected] June 9, 2010 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Tim Buchmiller Re: Aeroflex Holding Corp. Amendment No. 1 to Form S-1 Filed May 19, 2010 File No. 333-165920 (the "Registration Statement") Dear Mr. Buchmiller: On behalf
June 10, 2010	EX-99.1	CONSENT OF DIRECTOR NOMINEE Exhibit 99.1 CONSENT OF DIRECTOR NOMINEE I hereby consent to being named in the Registration Statement on Form S-1 of Aeroflex Holding Corp., a Delaware corporation (the ?Company?), and in all subsequent amendments, including post-effective amendments, or supplements to the Registration Statement (including the prospectus contained therein and the filing of this consent as an exhibit to the Regist
June 10, 2010	EX-99.2	CONSENT OF DIRECTOR NOMINEE Exhibit 99.2 CONSENT OF DIRECTOR NOMINEE I hereby consent to being named in the Registration Statement on Form S-1 of Aeroflex Holding Corp., a Delaware corporation (the ?Company?), and in all subsequent amendments, including post-effective amendments, or supplements to the Registration Statement (including the prospectus contained therein and the filing of this consent as an exhibit to the Regist
June 10, 2010	EX-4.6	Section 1. Definitions. Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in this Section 1. Section 2. Demand Registrations. Section 3. Piggyback Registrations. Section 4. Holdback Agreem Exhibit 4.6 EXECUTION COPY REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made as of August 15, 2007 by and among AX Holding Corp., a Delaware corporation (the ?Company?) and VGG Holding LLC, a Delaware limited liability company (?VGG Holding?) and each additional or substituted holder of Common Stock of the Company after the date hereof and executing a join
June 10, 2010	S-1/A	As filed with the Securities and Exchange Commission on June 9, 2010 Use these links to rapidly review the document TABLE OF CONTENTS Prospectus TABLE OF CONTENTS 2 As filed with the Securities and Exchange Commission on June 9, 2010 Registration No.
May 19, 2010	CORRESP	May 18, 2010 Writer’s Direct Number (212) 756-2497 Writer’s E-mail Address [email protected] May 18, 2010 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Allicia Lam Re: Aeroflex Holding Corp. Registration Statement on Form S-1 Filed April 6, 2010 File No. 333-165920 (the “Registration Statement”) Dear Ms. Lam: On behalf o
May 19, 2010	S-1/A	As filed with the Securities and Exchange Commission on May 18, 2010 Use these links to rapidly review the document TABLE OF CONTENTS Prospectus TABLE OF CONTENTS 2 As filed with the Securities and Exchange Commission on May 18, 2010 Registration No.
April 6, 2010	S-1	As filed with the Securities and Exchange Commission on April 6, 2010 Use these links to rapidly review the document TABLE OF CONTENTS Prospectus AEROFLEX HOLDING CORP.
April 6, 2010	CORRESP	919 Third Avenue New York, NY 10022 (212) 756-2000 fax (212) 593-5955 919 Third Avenue New York, NY 10022 (212) 756-2000 fax (212) 593-5955 www.srz.com April 6, 2010 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Aeroflex Holding Corp. (Registration Statement on Form S-1) Ladies and Gentlemen: On behalf of Aeroflex Holding Corp. (the ?Registrant?), we hereby transmit a Registration Statement on Form S-1 for filing in conne

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