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: June 8, 2006
(Date of earliest event reported)
HERLEY INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-5411 23-2413500
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
101 North Point Boulevard, Lancaster, Pennsylvania 17601-4133
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Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (717) 735-8117
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(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 (17 CFR 240.14d-2(b)
[ ] Pre-commencement communications pursuant to Rule 13e-4c under the Exchange
Act (17 CFR 240.13e-4c)
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
1. On June 8, 2006 at a meeting of the Board of Directors of Herley
Industries, Inc. ("Registrant") Lee N. Blatt resigned as Chairman of the Board
and a director. Concurrently therewith, Myron Levy, Chief Executive Officer and
a director of Registrant, was appointed Chairman of the Board, and Adm. Edward
K. Walker, a director of Registrant, was appointed Vice Chairman of the Board of
Directors.
2. On June 12, 2006, Registrant entered into an employment agreement with
Mr. Kevin J. Purcell (the "Employment Agreement") pursuant to which Mr. Purcell
became employed by the Registrant as its Vice President and Chief Financial
Officer. The Employment Agreement has a three year term, provides for (i) a base
salary at the rate of $220,000 per annum; (ii) auto allowance; and (iii) a bonus
at the discretion of the Board of Directors.
In order to induce Mr. Purcell to enter into the Employment Agreement, the
Registrant granted him an option (the "Option") to purchase 25,000 shares of the
Registrant's stock at a price of $19.38 per share, the closing price of the
common stock on June 2, 2006. The Option will vest at the rate of 20% per year
over a five year period.
Prior to joining Registrant, Mr. Purcell was Vice President, Finance,
Contracts and Compliance for Customer Services Americas, a $200 million business
managing the aftermarket for Smiths Aerospace, LLC. Mr. Purcell, 48 years of
age, has over 15 years of experience as a senior financial executive in a
variety of business positions including Vice President and CFO, Controller and
Director. His responsibilities have included financial and contract management
of domestic and international operations in both public and private companies,
most of which conducted business with federal, state or local governments.
Previously, he spent a number of years in the government contractor advisory
services group of KPMG where he was responsible for the development and
management of the practice in the Northeast.
There is no relationship between the Registrant and any of its affiliates,
and Mr. Purcell, other than in respect of the Employment Agreement and the
Option.
Item 9.01 Financial Statements and Exhibits
(c) 10.1 Employment Agreement dated as of June 7, 2006 between Herley
Industries, Inc. and Kevin J. Purcell.
Signatures
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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/ John Kelley
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John Kelley
President
Dated: June 14, 2006