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: February 17, 2010
(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)
3061 Industry Drive, Lancaster, Pennsylvania 17603
- --------------------------------------------------------------------------------
Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (717) 397-2777
--------------
----------------------------------------------------
(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 4.01 Changes in Registrant's Certifying Accountant.
----------------------------------------------
On February 17, 2010, Herley Industries, Inc., (the "Company") informed
Marcum LLP (formerly Marcum & Kliegman LLP, and together hereinafter referred to
as "Marcum") that it has been dismissed as the Company's independent registered
public accounting firm effective immediately after the filing of the Company's
quarterly report on Form 10-Q for the quarter ended January 31, 2010. On
February 22, 2010, Grant Thornton LLP ("Grant Thornton") was engaged as the
Company's independent registered public accounting firm, effective immediately
after the effective date of Marcum's dismissal. The dismissal of Marcum as the
Company's independent registered public accounting firm and the engagement of
Grant Thornton as the new independent registered public accounting firm were
both approved by the Audit Committee of the Company's Board of Directors.
Prior to engaging Grant Thornton, the Company did not consult with Grant
Thornton regarding the application of accounting principles to a specified
transaction, either contemplated or proposed, or regarding the type of audit
opinion that might be rendered by Grant Thornton on the Company's financial
statements, and Grant Thornton did not provide any written report or oral advice
that Grant Thornton concluded was an important factor considered by the Company
in reaching a decision as to any such accounting, auditing or financial
reporting issue.
For the fiscal years ended August 3, 2008 and August 2, 2009 and from
August 3, 2009 through February 17, 2010, there were no disagreements with
Marcum on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedures, which disagreements, if not resolved
to the satisfaction of Marcum, would have caused it to make reference to such
disagreement in its reports. In addition, there were no "reportable events" as
such term is described in Item 304(a)(1)(iv) of Regulation S-K.
The reports of Marcum on the Company's financial statements for the fiscal
years ended August 2, 2009 and August 3, 2008 contained no adverse opinion or a
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
The Company has provided Marcum with a copy of this Report on Form 8-K and
has requested that Marcum furnish the Company with a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the above
statements and, if it does not agree, the respects in which it does not agree. A
copy of the letter has been filed as Exhibit 16.1 to this Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
---------------------------------
(d) Exhibits.
Exhibit No. Description
----------- -----------
16.1 Letter from Marcum LLP regarding change in certifying accountant.
2
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
----------------------
Anello C. Garefino
Chief Financial Officer
Dated: February 23, 2010