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: September 16, 2008
(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 Pointe 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-4(c)
Item 1.01 Entry into a Material Definitive Agreement
On September 16, 2008, the Company acquired the assets and business of Eyal
Microwave Industries ("EMI"), a privately held Israeli company in an all cash
transaction for the approximate sum of $30 million, subject to certain
adjustments. EMI is a leading supplier of a broad range of innovative,
high-reliability, RF, microwave and millimeter wave components and customized
subsystems, for the global defense industry. EMI included Eyal Microwave Ltd.
and its subsidiary Eyal Mag Ltd. The Company acquired EMI through its own
subsidiary in Israel, Herley GMI Eyal Ltd.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Asset Purchase Agreement dated as of August 1, 2008 by and
between General Microwave Israel Acquisition (2008) Ltd. and Eyal
Microwave Ltd. and Eyal Mag Ltd.
10.2 Addendum to the Asset Purchase Agreement dated as of September
16, 2008 by and between Herley GMI Eyal Ltd. (formerly called
General Microwave Israel Acquisition (2008) Ltd.), Eyal Microwave
Ltd. and Eyal Mag Ltd.
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/ Myron Levy
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Myron Levy
Chairman and Chief Executive Officer
Dated: September 22, 2008