8-K

UNITED STATES

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 (Date of earliest event reported) September 14, 2006

ANDREW CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	001-14617	36-2092797
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3 Westbrook Corporate Center, Suite 900 Westchester, IL 60154

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (708) 236-6600

None

(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-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On September 14, 2006, Andrew Corporation (the “Company”) along with Andrew Telecommunication Products S.R.L. signed a multi-year Manufacturing Supply Agreement (the “Supply Agreement”) with Elcoteq Network S.A. (“Elcoteq”) pursuant to which Elcoteq will manufacture the Company’s high-volume filter products in Europe and North America. The Supply Agreement has an initial term of three years and will automatically renew on an annual basis thereafter unless it is terminated by either party in accordance with the agreement. The Company currently anticipates that it will purchase approximately $100 million in Elcoteq-produced products during the first year of the agreement. Subject to terms, conditions and exceptions set forth in the Supply Agreement, the Company has agreed that Elcoteq’s revenue from the sale of products under the agreement will exceed certain minimum amounts in Europe annually during the initial three-year term and in North America during the second and third years of the initial three-year term (the “Purchase Commitment”). The Purchase Commitment is not extended by any renewal of the agreement after the initial term. If the Company fails to meet the Purchase Commitment in any year, Elcoteq’s sole remedy is a repricing of the products sold to the Company during that year in accordance with the agreement. The foregoing description is qualified in its entirety by reference to the Supply Agreement, a copy of which will be filed with the Company’s annual report on Form 10-K.

Item 2.05 Costs Associated with Exit or Disposal Activities

On September 14, 2006, the Company undertook strategic actions that included naming Elcoteq as its strategic supplier for filter products in Europe and North America and agreeing to sell to Elcoteq and certain of its affiliates certain filter manufacturing assets. In connection with the signing of the Supply Agreement with Elcoteq on September 14, 2006, the Company announced to its employees its intention to discontinue high-volume filter production at its Capriate facility. The Company also expects to eliminate approximately 215 employee and contractor jobs combined at both its Capriate and Agrate, Italy facilities pending negotiation with local labor unions. The Company will also continue with its existing plan to cease filter production at Amesbury, Massachusetts and will eventually cease filter production at Nogales, Mexico and centralize future North American filter production with Elcoteq in Juarez, Mexico.

As disclosed in the Company’s September 14, 2006 press release, as a result of its decision to implement these strategic actions, the Company expects to recognize pre-tax charges totaling approximately $15 million to $20 million over the next two to three quarters. These pre-tax charges include estimated cash expenditures of $11 million to $15 million, comprised primarily of estimated severance and other employee-related costs of $10 million to $13 million with the balance being other estimated facilities closure and production transition-related costs. These pre-tax charges also reflect estimated non-cash charges of $4 million to $5 million, primarily related to inventory disposals. These charges exclude approximately $3 million of cash expenditures for severance and lease termination costs that the company anticipates spending under its existing plan to close Amesbury, Massachusetts. The timing of the implementation of these initiatives and the resulting charges and cash expenditures will be dependent upon a number of factors including the Company’s efforts to achieve a phased and efficient transition. The Company currently expects to complete implementation of these actions by the end of the third quarter of fiscal 2007.

Item 7.01 Regulation FD Disclosure

On September 14, 2006 the Company issued a press release announcing these initiatives. A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. In addition to the matters described above in Item 1.01 and Item 2.05 hereof, Andrew announced that it is selling certain filter manufacturing assets, including inventory, facility leases, employment contracts, and manufacturing and testing equipment at its Arad, Romania facility to Elcoteq, which will assume immediate operating responsibility for the location. Under these sale agreements, Elcoteq will pay the Company up to approximately $20 million for these assets.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release dated September 14, 2006.

*    *    *    *

Cautionary Statement Regarding Forward-Looking Statements. Statements in this Form 8-K that are not historical, including statements regarding the Company’s implementation of certain strategic initiatives and the anticipated terms, costs and timing of such initiatives, such as statements regarding the amount, cost and timing of purchases from Elcoteq, and the timing and amount of expenses associated with the reduction in employee headcount and facilities closures, are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on management’s current, preliminary, expectations and are subject to various risks and uncertainties that could cause actual results to vary materially from those stated. These risks and uncertainties include the effectiveness, timing and cost of the Company’s production changes, and other general economic and market factors. Other risks and uncertainties are set forth in the Company’s Form 10-K for the year ended September 30, 2005, and other documents filed with the Securities and Exchange Commission. The forward-looking statements are made only as of the date of this Form 8-K, and the Company disclaims any obligation to revise these forward-looking statements or to provide any updates regarding information contained in this release resulting from new information, future events or otherwise except to the extent required by law.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ANDREW CORPORATION
Date: September 19, 2006	By:	/s/ Marty Kittrell
		Marty Kittrell
		Chief Financial Officer

EX-99.1

Exhibit 99.1

Andrew Expands Drive toward Supply Chain Excellence

—Signs Filter Supply Agreement with Elcoteq for Europe and North America;

Will Sell Certain Manufacturing Assets in Europe and

Cease Most In-House Filter Production in Romania, Italy, and North America—

WESTCHESTER, IL, September 14, 2006—In its continuing drive toward global supply chain excellence, Andrew Corporation, a global leader in communications systems and products, has undertaken strategic actions that include naming Elcoteq SE, a world leader in electronics manufacturing services, its strategic supplier for filter products in Europe and North America and selling to Elcoteq certain filter manufacturing assets in Europe.

The strategic actions continue efforts by Andrew to simplify, reduce costs in, and add flexibility to its global filter operations, and include:

• Signing a multi-year strategic supply agreement with Elcoteq, which will serve as manufacturer of Andrew’s high-volume filter products in Europe and North America. Elcoteq’s manufacturing in lower-cost areas of Europe and North America, combined with Andrew’s existing Shenzhen, China manufacturing location, provides Andrew with a global source for low-cost, regionally-produced filter products.

• Selling filter manufacturing assets—including inventory, facility leases, employment contracts, and manufacturing and testing equipment—at its Arad, Romania facility to Elcoteq, which will assume immediate operating responsibility for the location. Elcoteq will retain all of the approximately 250 employee positions in Arad.

• Notifying workers in Italy of its intent to discontinue high-volume filter production at Capriate and eliminate approximately 215 employee and contractor jobs combined at both its Capriate and Agrate locations. Andrew will retain low-volume filter production, supply chain management, and repair services in Capriate, while, in Agrate, Andrew will retain a variety of functions that include product line management, customer sales, research and development, quality, repair, supply chain management, new product introduction, engineering, and staff support. Completion of the workforce reductions is pending labor negotiation.

• Ceasing filter production in Amesbury, MA, and, eventually, Nogales, Mexico, and centralizing future North American filter production with Elcoteq in Juarez, Mexico. Andrew will close the Amesbury facility by year-end, completing the ongoing transfer of filter manufacturing there to lower-cost locations in Mexico and China. All manufacturing related jobs—approximately 80—in Amesbury will be eliminated, while the remaining 30 positions in R&D and new product introduction will be relocated to Andrew’s Warren, NJ, location. Filter production in Nogales involving approximately 30 workers will continue over the next several months until capabilities are ramped up by Elcoteq in Juarez. The remainder of Andrew’s workforce and operations in Nogales for non-filter production are not affected by these changes.

Under the agreements, Elcoteq will pay approximately $20 million for the Andrew filter manufacturing assets, while Andrew is anticipating purchasing approximately $100 million in Elcoteq-produced products during the first year of this multi-year supply agreement to serve its growing global customer base.

Andrew’s cost to implement these strategic actions is estimated to be in the range of $15 million to $20 million, including severance and asset write-offs. These costs are expected to be incurred over the next two to three quarters.

In addition to continuing to operate its high-volume, world class Shenzhen filter manufacturing location, Andrew also will retain in-house the production of low-volume filters and value-added, specialized functions such as testing, research and development, new product introduction, product engineering, design, and quality control in key regions around the world.

“With the rapid growth in Andrew’s filter business over the past few years, we continue efforts to ensure that our filter supply chain remains as flexible, cost-efficient, and regionally-focused as possible in support of our customers’ evolving network requirements around the world,” said Mickey Miller, group president, Base Station Subsystems Group, Andrew Corporation. “Through this strategic relationship with Elcoteq, we are establishing a world-class, flexible manufacturing infrastructure and supply chain for filters that will grow with our business and our customers’ needs.”

“We are extremely honored that Andrew, one of the leaders in its industry, decided to expand its collaboration with Elcoteq,” said Jouni Hartikainen, chief executive officer, Elcoteq SE. “This agreement strengthens the solid relationship that started in 2001. We believe that we can bring many solutions to Andrew based on our profound experience in communications technology. For us this agreement boosts our Communications Network Equipment business in line with our strategy.”

About Andrew Corporation

Andrew Corporation (NASDAQ: ANDW) designs, manufactures, and delivers innovative and essential equipment and solutions for the global communications infrastructure market. The company serves operators and equipment manufacturers from facilities in 35 countries. Andrew (www.andrew.com), headquartered in Westchester, IL, is an S&P 500 company founded in 1937.

END

News Media Contact:

Rick Aspan, Andrew Corporation

+1 (708) 236-6568 or publicrelations@andrew.com

Investor Contact:

Marty Kittrell, Andrew Corporation

+1 (708) 236-6500

Forward Looking Statements

Some of the statements in this news release are forward looking statements and we caution our stockholders and others that these statements involve certain risks and uncertainties. Factors that may cause actual results to differ from expected results include fluctuations in commodity costs, the company’s ability to integrate acquisitions and to realize the anticipated synergies and cost savings, the effects of competitive products and pricing, economic and political conditions that may impact customers’ ability to fund purchases of our products and services, the company’s ability to achieve the cost savings anticipated from cost reduction programs, fluctuations in foreign currency exchange rates, the timing of cash payments and receipts, end use demands for wireless communication services, the loss of one or more significant customers, and other business factors. Investors should also review other risks and uncertainties discussed in company documents filed with the Securities and Exchange Commission.