<PAGE>

                                                                     Exhibit 2.2

                         UNITED STATES BANKRUPTCY COURT
                            DISTRICT OF MASSACHUSETTS
                                EASTERN DIVISION
___________________________________
                                   )
In re:                             )
                                   )
            AEROVOX, INC.,         )         Chapter 11
                                   )   Case No. 01-14680-JNF
               Debtor              )
___________________________________)

                    NOTICE OF PRIVATE SALE OF ASSETS FREE AND
        CLEAR OF LIENS, CLAIMS, ENCUMBRANCES, AND INTERESTS, DEADLINE FOR
            SUBMITTING OBJECTIONS AND COUNTEROFFERS, AND HEARING DATE
                          (PARALLAX POWER COMPONENTS)
                          ---------------------------

To Creditors and Parties in Interest:

     Notice is hereby given, pursuant to Sections 105, 363(b) and (f) and
365(a), (b) and (f) of the Bankruptcy Code, Fed. R. Bankr. P. 6004(c) and
6006(a) and MLBR 6004-1 and 6006-1 and the Order of the Court dated April 30,
2002 (the "Sale Procedures Order"), that, pursuant to the Motion by Debtor to
Sell Assets by Private Sale, Free and Clear of Liens, Claims, Encumbrances, and
Interests, and For Authority to Assume and Assign Certain Executory Contracts
and Unexpired Leases (the "Sale Motion"), Aerovox, Inc., (the "Debtor") intends
to sell to Parallax Power Components, LLC ("Purchaser") by private sale the
Acquired Assets (as defined below).

     Pursuant to the Sale Motion, the Debtor hereby solicits counteroffers for
the Acquired Assets.

     Pursuant to Section 363 of the Bankruptcy Code, the Acquired Assets will be
sold free and clear of all liens, claims, encumbrances and interests, including
without limitation all consensual liens and security interests and all liens or
claims arising by operation of law. Any and all such liens, claims, encumbrances
and interests shall attach to the proceeds of sale of the Acquired Assets to the
same extent and priority as existed prior to the filing of the Debtor's
bankruptcy proceeding. Nothing in this notice constitutes a waiver of the right
to review and challenge the extent, priority or validity of any lien, claim,
encumbrance or interest.

     The Debtor has requested that the Bankruptcy Court determine, at the
Hearing (as defined below), that the successful bidder or bidders for the
Acquired Assets be deemed to be a "good faith" purchaser providing to the Debtor
consideration for the Acquired Assets that constitutes payment of "value"
pursuant to Section 363(m) of the Bankruptcy Code (the "Section 363(m)
Findings").

<PAGE>

                                                                     Exhibit 2.2

       Description of Assets and Terms and Conditions of Sales of Assets1
       ------------------------------------------------------------------

                          1. Proposed Sale to Purchaser
                          -----------------------------

     The Debtor is seeking the authority to sell to Purchaser the following
assets:

     (a) all tangible personal property used in connection with the development,
manufacture, sale and distribution of film capacitors and electromagnetic
interference filters and related products (the "Business"), including, without
limitation, furnishings, furniture, office equipment and supplies, computer and
telecommunication equipment, vehicles, rolling stock, tools, tooling and dies,
machinery and equipment, but excluding realty fixtures;

     (b) all inventories of the Business, including without limitation, raw
materials, work-in-process, finished goods, packaging materials, spare parts and
supplies ("Inventory");

     (c) all intangible properties and rights used in connection with the
Business, including all United States and foreign patents and patent
applications, trade names [(including without limitation, the exclusive right to
the names "Aerovox," "Aeromet", "Supermet" and "Blue Mike" and all simulations
and variations thereof (except "CGE Aerovox"), subject only to the Debtor's
right to grant a temporary license to certain third party purchasers of other
assets of the Debtor and/or its subsidiaries], trademark and service mark
registrations and applications, common law trademarks and copyright
registrations, and all other intellectual property and rights, proprietary
information, know-how, trade secrets, inventions, processes, formulas,
specifications, technical data, engineering and production designs, mask work,
computer discs and tapes, spreadsheets, plans, diagrams and schematics, and any
unregistered intellectual property used in connection with the Business, and
Debtor's proprietary computer programs and other software and firmware,
including Debtor's data bases, websites, accounting and reporting formats,
systems and procedures used in connection with the Business, together with the
licenses with respect thereto and all common law rights and goodwill appurtenant
thereto;

     (d) all rights under any of any contracts, agreements, leases and licenses
to which the Debtor is a party that relate to the Business and constitute
contracts or leases to be assumed and assigned (the "Assumed Contracts") as set
forth in Schedule 2.3 to the APA;

     (e) all business licenses and permits of the Debtor used in connection with
the Business, including, without limitation, those licenses and permits listed
on Schedule 2.1(e) to the APA;

     (f) all books, records, files and papers, whether in hard copy or computer
format, including, without limitation, plans and specifications, surveys,
customer lists, credit

___________________
1         The description of the sale contained in this notice is not intended
     to be a substitute for the descriptions contained within the Asset Purchase
     Agreement ("APA") which contains important additional terms and conditions.
     In the case of any conflict between this Notice and the APA, the terms of
     the APA shall govern. Parties in interest may request copies of the APA
     from the undersigned. Parties who submit counteroffers will be subject to
     the terms of the APA.

<PAGE>

                                                                     Exhibit 2.2

information, supplier lists, purchase and sale orders, cost and pricing
information, employment and personnel records and files, sales and promotional
materials and other operating data and information, wherever located, relating
to the Acquired Assets and the Business;

     (g)  all claims and rights of the Debtor against third parties under
          contracts, warranties and guaranties received from vendors, suppliers
          or manufacturers in respect of the Business and/or Acquired Assets;
          and

     (h)  all goodwill appurtenant to the foregoing Acquired Assets, and the
          right to represent to third parties that Purchaser is the successor to
          the Business.

     The Acquired Assets do not include any items not specifically identified
above and shall not include any of the following assets or properties (the
"Excluded Assets"):

     (a)  the assets owned by, and the issued and outstanding capital stock of,
all subsidiaries of the Debtor, including but not limited to Aerovox de Mexico
(the "Mexican Subsidiary") and BHC Aerovox, Ltd. (the "UK Subsidiary");

     (b)  all real property, land, buildings, realty fixtures, improvements,
leasehold interests owned, leased, operated and, or used by Debtor and/or its
subsidiaries and Affiliates, including without limitation, the facilities
located at, at 167 John Vertente Boulevard, New Bedford, Massachusetts (the
"Vertente Facility"), (subject to the sublease identified below); and in
Huntsville Alabama; Juarez, Mexico; Mexico City, Mexico; El Paso, Texas;
Weymouth, United Kingdom, and the Debtor's prior facility located at 740
Belleville Avenue, New Bedford, Massachusetts, at which the Debtor has ceased
business operations (the "Excluded Belleville Avenue Facility");

     (c)  all assets owned by the Debtor which are at the facility of the
Mexican Subsidiary and located in Mexico City, Mexico;

     (d)  all assets owned by the Debtor which are not used in connection with
the Business;

     (e)  all accounts or notes receivable, cash and cash equivalents and
prepaid expenses;

     (f)  all intercompany accounts receivable or notes receivable, which
obligations shall be deemed cancelled as of the closing date;

     (g)  all contracts, agreements, leases or licenses of the Debtor relating
to the Business which do not constitute Assumed Contracts hereunder;

     (h)  all rights to or claims for refunds or rebates of taxes for any period
ending on or prior to the closing date, and the benefit of net operating loss
carryforwards, carrybacks or other credits of the Debtor relating to any such
period;

<PAGE>

                                                                     Exhibit 2.2

     (i) all causes of action, judgments, claims, or demands, rights of recovery
or setoff of whatever nature and condemnation awards, including without
limitation, bankruptcy claims and causes of action under Sections 544 through
551 of the Bankruptcy Code;

     (j) all insurance policies of the Debtor relating to the Business; and

     (k) all documents relating to the organization, maintenance and corporate
existence of the Debtor, the Mexican Subsidiary and the UK Subsidiary.

     The purchase price for the sale and transfer of the Acquired Assets is
$8,500,000.00 in cash (the "Purchase Price"), subject to adjustment for any
change in the Inventory as set forth in the APA.

     The Closing of the sale under the APA is required to occur on or before
June 18, 2002, unless extended until June 28, 2002 under the APA.

     At Closing, the Debtor and the Purchaser shall enter into a sublease or
other arrangement granting to Purchaser the right to use and occupy the Vertente
Facility for a term of one year. Purchaser shall pay a base rental amount based
upon fair rental value as a triple net lease.

                             Bid and Sale Procedures
                             -----------------------

          IN ACCORDANCE WITH THE SALE MOTION, BIDS FOR THE ACQUIRED ASSETS ARE
HEREBY SOLICITED. If you wish to bid on the Acquired Assets, you must comply
with the ORDER ON MOTION BY DEBTOR FOR APPROVAL OF BIDDING PROCEDURES AND
TERMINATION FEE PROVISIONS IN CONNECTION WITH MOTION BY DEBTOR TO SELL ACQUIRED
ASSETS BY PRIVATE SALE, FREE AND CLEAR OF LIENS, CLAIMS, ENCUMBRANCES AND
INTERESTS (the "Sale Procedures Order"), copies of which are available from
Debtor's counsel. In summary, the Sale Procedures Order requires that any bids
be accompanied by a cash deposit in the form of a wire transfer or certified
check, payable to Hanify & King as counsel to Aerovox, Inc., in the respective
amounts set forth herein, accompanied by a Qualified Bid (as defined below) in
writing, to counsel for the Debtor, Harold B. Murphy, Esq., Hanify & King,
Professional Corporation, One Federal Street, Boston, MA 02110, so that it is
received on or before 4:00 p.m. on May 30, 2002 (the "Bid Deadline"). A copy of
any such bid and related asset purchase agreement must also be filed by the Bid
Deadline with the Clerk of the Bankruptcy Court at Clerk's Office, United States
Bankruptcy Court, 1184 Thomas P. O'Neill Federal Building, 10 Causeway Street,
Boston, MA 02222 (the "Clerk"); and must be served upon the following parties
(the "Notice Parties"): (i) the Office of the United States Trustee, 1101 Thomas
P. O'Neill Federal Building, 10 Causeway Street, Boston, MA 02222-1074 (the
"Trustee"); (ii) counsel to the Creditors Committee, John Monaghan, Holland &
Knight, LLP, 10 St. James Avenue, Boston, MA (Creditors' Committee Counsel");
(iii) co-counsel to Parallax, Joshua Glickman, Esq., Shiboleth, Yisraeli,
Roberts & Zisman, L.L.P. , Empire State Building, 350 Fifth Avenue, Suite 6001,
New York, NY 10118-6098; and (iv) co-counsel to Parallax, Karen Ostad, Esq.,
Kelley Drye & Warren, 101 Park Avenue, New York, NY 10178.

<PAGE>

                                                                     Exhibit 2.2

     A bid for the Acquired Assets will be considered and will constitute a
"Qualified Bid" only if the bid satisfies the following requirements (the "Bid
Requirements"):

     (a) be an offer to purchase the Acquired Assets for cash only, or such
other consideration as the Debtor shall agree to;

     (b) not be contingent on obtaining financing or other conditions to
Closing;

     (c) be received by the Bid Deadline and include the amount being offered
for the Assets and expressly state that the offer of the party submitting the
Bid (the "Bidder") is irrevocable until June 28, 2002;

     (d) whether by competing bid, offer, plan of reorganization or other
arrangement, be made upon terms and provisions substantially similar to those
set forth in the APA and in respect of the sale and purchase of substantially
all of the Assets and for an aggregate purchase price in a net aggregate amount
of not less than four (4%) percent in excess of the Purchase Price;

     (e) be accompanied by a deposit to counsel to the Debtor, by wire or
certified check, in an amount equal to four percent (4%) of the total amount of
the purchase price relating to such bid at the time of submission thereof.

     Bids shall be made by open auction. Any incremental bid made subsequent to
the initial overbid shall be at least $50,000 greater than the most recent bid.

     All Bids are subject to approval by the Bankruptcy Court. Only Bidders that
have submitted a Qualified Bid shall be eligible to participate in the Sale
Hearing. To have a Qualified Bid eligible to participate in the Sale Hearing, a
Bidder shall: (a) include each of the Bid Requirements; and (b) be prepared to
demonstrate to the Debtor its ability to consummate the purchase of any such
asset and fulfill its obligations.

     In the event the party who submits the highest and best bid for the Assets
fails to close on the sale through no fault of the Debtor, the Deposit submitted
by such party shall be forfeited to the Debtor. To the extent that a party
submitting the highest and best offer fails to close on the sale of the Assets,
the Debtor may sell the Acquired Assets to the party submitting the second
highest or best offer without further Court approval.

                   Additional Deadlines and Sale Hearing Date
                   ------------------------------------------

     ANY OBJECTIONS to the Sale Motion, including any objection to the Section
363(m) Findings, must be stated in writing and filed with the Clerk, on or
before 4:00 p.m. on May 30, 2002 ("Objection Deadline"). A copy of any objection
must be served upon the counsel to the Debtor so as actually to be received by
4:00 p.m. on the Objection Deadline. A copy of any such objection must also be
served by the Objection Deadline on the Notice Parties. Any objection must state
with particularity the grounds for the objection and why the sale of the

<PAGE>

                                                                     Exhibit 2.2

Acquired Assets should not be authorized. Any objection to the Sale Motion shall
be governed by Fed. R. Bankr. P. 9014. Absent a timely objection, the Bankruptcy
Court may enter an Order binding upon all parties approving the sale of the
Acquired Assets.

     A HEARING on the Sale Motion ("Hearing"), any objections thereto, and any
bids to purchase the Acquired Assets is scheduled to take place on June 4, 2002
before Bankruptcy Judge Joan N. Feeney, United States Bankruptcy Court, Eleventh
Floor, Thomas P. O'Neill Federal Building, 10 Causeway Street, Boston,
Massachusetts 02222. Any party that files an objection or a bid or bids for the
Acquired Assets is expected to be present at the Hearing, failing which the
objection shall be overruled or the bid stricken. If more than one bid is
submitted for all or any portion of the Acquired Assets, then further bidding
among the parties will be permitted by open bidding. If no objection to the Sale
Motion is timely filed, the Bankruptcy Court, in its discretion, may approve the
Sale Motion and the sale of the Acquired Assets to the party or parties
submitting the highest and best bids.

     Any questions concerning the Sale Motion should be addressed to the
undersigned counsel to the Debtor. The Sale Motion and the Sale Procedures Order
are on file at the Clerk's Office of the United States Bankruptcy Court, Thomas
P. O'Neill Federal Building, 11th Floor, 10 Causeway Street, Boston,
Massachusetts 02222 and are available for inspection during regular business
hours; copies may also be obtained, upon request, from the undersigned counsel
to the Debtor.

     For further information respecting the proposed sale, please contact
counsel to the Debtor.

                                                Respectfully submitted,

                                        AEROVOX, INC.,
                                        By its counsel,

                                        BY /S/ HAROLD B. MURPHY (BBO #362610)
                                        -------------------------------------
                                        BY /S/ ANDREW G. LIZOTTE (BBO #559609)
                                        --------------------------------------
                                        HANIFY & KING, P.C.
                                        One Federal Street
                                        Boston, MA  02110
                                        (617) 423-0400
                                        Fax: (617) 556-8985

Dated: April 30, 2002

