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: February 1, 2005
(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)
101 North Point Boulevard, Lancaster, Pennsylvania 17601-4133
Address of principal executive offices) (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)
INFORMATION TO BE INCLUDED IN THE REPORT
The information in this Form 8-K Current Report and the exhibit attached hereto
is furnished and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that Section, nor shall it be deemed incorporated
by reference in any filing of the Registrant under the Securities Act of 1933,
as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On February 4, 2005, Herley Industries, Inc. announced the completion,
effective February 1, 2005, of its acquisition of all of the capital stock of
Micro Systems Inc. in an all cash transaction totaling approximately $20
million. Micro Systems, Inc., which is engaged in the manufacture and sale of
command and control systems for operation and tracking of unmanned aerial,
seaborne and ground targets and missiles, had revenues of approximately $14
million for the fiscal year ended December 31, 2004.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statement of Business Acquired. As permitted by Item
9.01(a)(4) of Form 8-K, the Registrant will, if required, file the financial
statements required by Item 9.01(a)(1) of Form 8-K pursuant to an amendment to
this current report on Form 8-K not later than seventy-one (71) calendar days
after the date this current report must be filed.
(b) Pro Forma Financial Information. As permitted by Item 9.01(b)(2) of
Form 8-K, the Registrant will, if required, file the pro forma financial
information required by Item 9.01(b)(1) of Form 8-K pursuant to an amendment to
this current report on Form 8-K no later than seventy-one (71) calendar days
after the date this current report must be filed.
(c) Exhibits.
2.1 Common Stock Purchase Agreement dated as of February 1, 2005.
99.1 Press Release dated February 4, 2005, announcing the completion
of the acquisition of Micro Systems, Inc.
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.
By: /s/ Thomas V. Gilboy
Thomas V. Gilboy
Vice President and CFO
(Principal Financial Officer)
Dated: February 7, 2005