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: July 11, 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
----------------------------------------------------
(Former name or former address, if changed since last report.)
Item 4. Changes in Registrant's Certifying Accountant
(a) At a meeting held on July 11, 2002, the Board of Directors of the
Company, at the recommendation of its Audit Committee, approved the engagement
of Deloitte & Touche 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.
At a meeting held on May 21, 2002, the Company's Board of Directors, at the
recommendation of the Audit Committee, had approved the engagement of Ernst &
Young LLP as successor auditors to Arthur Andersen, LLP. Shortly thereafter,
however, it was determined that Ernst & Young LLP had been retained in pending
litigation against the Company to perform forensic accounting work on behalf of
a party in that litigation adverse to the Company, and to testify, if necessary,
as to the agreed upon procedures that Ernst & Young LLP had performed. The
Company and Ernst & Young LLP were unable to resolve certain issues with respect
to Ernst & Young's continued participation as a consulting and testifying expert
in the pending litigation. Accordingly, the Company elected to engage Deloitte &
Touche LLP as its independent auditors to succeed Arthur Andersen, LLP.
There were no reports of Ernst & Young LLP with respect to the Company,
including for either of the past two years, since they have never performed any
auditing services for the Company.
Through the date of this report, there were no disagreements or reportable
events with Ernst & Young 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 Ernst & Young LLP would have
caused Ernst & Young LLP to make reference to the matter in their report, had
they issued a report.
(b) The Company has not had any discussions nor received any written
opinion or oral advice from Deloitte & Touche 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 Ernst & Young 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: July 17, 2002