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: December 1, 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)
3061 Industry Drive, Lancaster, Pennsylvania 17603
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (717) 397-2777
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101 North Point Boulevard, Lancaster, Pennsylvania 17601
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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.
Effective December 1, 2009 Gerald A. Gagliardi was appointed a director to
serve in Class I until the next Annual Meeting of Stockholders. Mr. Gagliardi,
an independent director under current SEC and Nasdaq rules and regulations, was
also appointed to serve as Chairman of the Audit Committee of the Board of
Directors. Mr. Gagliardi replaces Admiral Robert Moore, who passed away in
October.
Gerald A. Gagliardi, 62 years of age, is currently managing partner of Lyme
Technology, LLC, a company which provides consulting services to data processing
and telecommunications companies. From February 2001 through March 2006, Mr.
Gagliardi was Senior Vice President, Worldwide Customer Services of NCR
Corporation, a global business information solutions provider. In this capacity,
he was responsible for worldwide customer services, a unit with operations in
130 countries and with over 13,000 employees. From June 2000 to January 2001 and
since March 2006, he has served as a consultant to E. M. Warburg Pincus &
Company, LLC, a New York based private equity firm where he has been engaged in
evaluating investments and providing managerial assistance within the Warburg
Pincus portfolios. From October 1999 to June 2000, he served as President and
Chief Executive Officer of Inacom Corp. Prior thereto, he spent 28 years at
Unisys Corporation where he held senior management positions in that company's
services division, including Executive Vice President and President of Global
Customer Services from 1995 to 1999. Mr. Gagliardi has received various awards
during his career, including the Chairman's "Pinnacle of Excellence" award while
at Unisys, which has been awarded to only thirteen persons in that company's 100
year history.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
HERLEY INDUSTRIES, INC.
By: /s/ Anello C. Garefino
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Anello C. Garefino
Chief Financial Officer
Dated: December 7, 2009