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: October 5, 2009
(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 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(c) Effective October 5, 2009, Howard Eckstein has been appointed General
Manager for the Company's Lancaster, Pennsylvania facility. Mr. Eckstein will be
receiving annual compensation at the rate of two hundred fifty thousand dollars
($250,000) and will be eligible for an annual bonus, based on defined metrics,
for up to 50% of his annual base compensation. In addition, Mr. Eckstein will be
granted 10,000 stock options under the Company's stock plans, vesting over a
three year period and exercisable at a price of $12.45, and will be granted
5,000 shares of the Company's common stock, which vest at the end of a three
year period. Mr. Eckstein will also be entitled to receive certain perquisites
including an automobile allowance and medical benefits and will be provided with
the Company's employee retention agreement which affords him certain rights in
the event of a change in control of the Company.
Between 1998 and 2004, Howard Eckstein held engineering, business
development and division management positions with the Company. From 2004 to
April 2008, Mr. Eckstein was Vice President of Corporate Business Development
for CPI and President of CPI Malibu Division from April 2008 until October 2009.
CPI Malibu Division is engaged in the design, analysis and simulation of radar,
telemetry, communications and electronic warfare systems to military agencies
and government prime contractors.
There is no relationship between the Company and any of its affiliates, and
Mr. Eckstein.
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/ Richard F. Poirier
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Richard F. Poirier
Chief Executive Officer
Dated: October 6, 2009