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: April 13, 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 Pointe 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)
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On April 13, 2005, Herley Industries, Inc. announced the completion,
effective April 1, 2005, of its acquisition of all of the capital stock of
Innovative Concepts, Inc. in an all cash transaction totaling approximately $20
million. Innovative Concepts, Inc. provides wireless communications technology
and real-time embedded systems, software, hardware and high speed processing in
support of the defense industry. Innovative Concepts, Inc. had revenues of
approximately $28 million for the fiscal year ended October 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 April 12, 2005.
99.1 Press Release dated April 13, 2005, announcing the completion of the
acquisition of Innovative Concepts, 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: April 18, 2005