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: May 21, 2002
(Date of earliest event reported)
HERLEY INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-5411 23-2413500
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
3061 Industry Drive, Lancaster, Pennsylvania 17603-4025
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (717) 397-2777
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(Former name or former address, if changed since last report.)
Item 4. Changes in Registrant's Certifying Accountant
(a) At a meeting held on May 21, 2002, the Board of Directors of the
Company, at the recommendation of its Audit Committee, approved the engagement
of Ernst & Young LLP as its independent auditors for the fiscal year ending July
28, 2002 to replace the firm of Arthur Andersen LLP, who were dismissed as
auditors of the Company effective May 21, 2002.
The reports of Arthur Andersen LLP on the Company's financial statements
for the past two fiscal years did not contain an adverse opinion or a disclaimer
of opinion and were not qualified or modified as to uncertainty, audit scope, or
accounting principles.
In connection with the audits of the Company's financial statements for
each of the two fiscal years ended July 30, 2000 and July 29, 2001, and through
the date of this report, there were no disagreements or reportable events with
Arthur Andersen LLP on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope and procedures which, if not
resolved to the satisfaction of Arthur Andersen LLP would have caused Arthur
Andersen LLP to make reference to the matter in their report.
(b) The Company has not had any discussions nor received any written
opinion or oral advice from Ernst & Young LLP during the two most recent fiscal
years and any subsequent interim period with respect to either the application
of accounting principles to a specified transaction, either completed or
proposed, or as to the type of audit opinion that might be rendered on the
registrant's financial statements.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
(16) Letter from Arthur Andersen LLP required by Item 304(a)(3) of
Regulation S-K.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
HERLEY INDUSTRIES, INC.
/s/ Myron Levy
By:
Myron Levy
Chief Executive Officer
Dated: May 24, 2002