SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: December 23, 2004
(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 Jurisdiction Commission File Number I.R.S. Employer
of incorporation Identification Number
101 North Pointe Boulevard, Lancaster Pennsylvania 17601
- -------------------------------------------------- -----
(Address of principal executive office) (Zip code)
Registrant's telephone number including area code (717) 735-8117
_________________________________________________
(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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
[ ] Pre-commencement communications pursuant to Rule 13e-4c under the Exchange
Act (17 CFR 240.13e-4c)
Item 4.01 Changes in Registrant's Certifying Accountant.
On December 23, 2004, the Registrant dismissed Deloitte & Touche LLP, as
its independent registered public accounting firm, and engaged BDO Seidman, LLP
as its new independent registered public accounting firm for fiscal year ending
July 31, 2005.
Deloitte & Touche LLP's reports on the Company's financial statements for
the past two fiscal years did not contain an adverse opinion or disclaimer of
opinion, and was not qualified or modified as to uncertainty, audit scope or
accounting principles.
During the Registrant's two most recent fiscal years and through December
23, 2004, there have been no disagreements or reportable events with the
Deloitte & Touche LLP on any matter of accounting principles, or practices,
financial statement disclosure or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of the Deloitte & Touche LLP
would have caused them to make reference thereto in their reports on the
financial statements for such years.
During the Registrant's two most recent fiscal years and any subsequent
interim period, the Registrant has not consulted with BDO Seidman, LLP regarding
any matters or reportable events described in Item 304 (a)(2) of Regulation S-B.
The Registrant provided to Deloitte & Touche LLP a copy of the disclosures
made in this Form 8-K and requested that Deloitte & Touche LLP furnish it with a
letter addressed to the Securities and Exchange Commission stating whether or
not it agrees with the above statements in this item relating to the
relationship with Deloitte & Touche LLP and if not, stating the respects in
which it does not agree. A copy of Deloitte & Touche LLP's letter dated December
28, 2004 agreeing with the statements is attached to this report as an Exhibit.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
16 - Letter from Deloitte & Touche LLP
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf aby the
undersigned hereunto duly authorized.
HERLEY INDUSTRIES, INC.
By: /s/Thomas V. Gilboy
------------------------------------------
Thomas V. Gilboy
Vice President and Chief Financial Officer
Dated: January 12, 2005