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: September 9, 2008
(Date of earliest event reported)
Nu Horizons Electronics Corp.
(Exact name of registrant as specified in its charter)
DELAWARE | 1-8798 | 11-2621097 |
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
70 Maxess Road, Melville, New York | 11747 |
| (Address of principal executive offices) | (Zip Code) |
(631) 396-5000
Registrant's telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 9, 2008, the Registrant entered into a Share Purchase Agreement (the “Agreement”) with C-88 Holding ApS (“Seller”) pursuant to which the Registrant purchased all of the shares of C-88 A/S (“C-88”), a company engaged in the electronic component distribution business in Denmark. Under the terms of the Agreement, the Registrant paid the Seller $3,500,000 in cash. The Agreement also provides for potential additional payments to the Seller from a minimum $500,000 up to a maximum $3,500,000. The payment of any amounts in excess of the $500,000 minimum is contingent upon the attainment of certain earnings milestones by C-88 during the three-year period ending August 31, 2011.
The Registrant issued a press release announcing the transaction, a copy of which is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
The following exhibits are filed herewith:
Exhibit No. | Description |
| 99.1 | Press release dated September 9, 2008 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Nu Horizons Electronics Corp. | ||
| | | |
| By: | /s/ Kurt Freudenberg | |
Kurt Freudenberg | ||
Executive Vice President - Finance and Chief Financial Officer | ||
Date: September 10, 2008
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