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: November 10, 2008
(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
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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 November 10, 2008, the Company sold all of the outstanding capital stock
of its subsidiary, Innovative Concepts, Inc., to Elbit Systems of America, LLC,
which is a wholly owned subsidiary of Elbit Systems Ltd., of Haifa, Israel, in a
$15 million all cash transaction. Elbit Systems of America, LLC is a leading
provider of high performance products and system solutions, focusing on the
defense, homeland security, commercial aviation and medical instrumentation
markets.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Stock Purchase Agreement dated as of September 18, 2008 among Elbit
Systems of America, LLC, Innovative Concepts, Inc., Herley Industries,
Inc. and ICI Acquisition Corp.
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: November 11, 2008