ARX / Accelerant Holdings - Документы SEC, Годовой отчет, Доверенное заявление

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

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

ARX / Aeroflex Holding Corp. S-8 POS - - S-8 POS

As filed with the Securities and Exchange Commission on September 16, 2014 Registration No.

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

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

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

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

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).

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

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

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

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

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

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

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

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

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.

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

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.

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

- 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

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

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.

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

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

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

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.

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

- 8-K

QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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

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)

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

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

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

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

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

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

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.

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

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.

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

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

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

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

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.

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

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

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.

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

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

- 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

- 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

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

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

EX-21

Exhibit 21 List of Registrant’s Subsidiaries as of June 30, 2013 Jurisdiction of Name Incorporation Aeroflex Asia Ltd.

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

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

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

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

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

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

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.

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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

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

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

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

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.

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.

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Amendment Number 1 to Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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

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Submission of Matters to a Vote of Security Holders

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- 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

- DEFA14A

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CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS OF AEROFLEX HOLDING CORP.

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List of Registrant’s Subsidiaries as of June 30, 2012

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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 (

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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

-

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

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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.

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

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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

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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

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

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

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.

CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS OF AEROFLEX HOLDING CORP.

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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

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.

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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

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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

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

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.

Financial Statements and Exhibits, Other Events

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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

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

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

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

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Results of Operations and Financial Condition, Financial Statements and Exhibits

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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

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

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

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

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

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

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

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

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

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

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.

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

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.

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

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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,

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

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

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

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

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

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

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.

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

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

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

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

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.

List of Subsidiaries

Exhibit 21 List of Subsidiaries Jurisdiction of Name Incorporation Aeroflex Asia Ltd.

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

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

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

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.

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

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

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

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

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

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

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 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

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.

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.

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