-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BCnrT7kua5HwkwfNwlWHEoKVx/st1erqtwzSbk0RXdeaBcnwKs0sPsBgIdIKRTG8 rn73sKPblRYYUQtjOAiIAw== 0001099409-06-000003.txt : 20060807 0001099409-06-000003.hdr.sgml : 20060807 20060807152103 ACCESSION NUMBER: 0001099409-06-000003 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060807 DATE AS OF CHANGE: 20060807 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HERLEY INDUSTRIES INC /NEW CENTRAL INDEX KEY: 0000047035 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 232413500 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-34884 FILM NUMBER: 061008747 BUSINESS ADDRESS: STREET 1: 101 NORTH POINTE BOULEVARD CITY: LANCASTER STATE: PA ZIP: 17601-4133 BUSINESS PHONE: 7177358117 MAIL ADDRESS: STREET 1: 101 NORTH POINTE BOULEVARD CITY: LANCASTER STATE: PA ZIP: 17601-4133 FORMER COMPANY: FORMER CONFORMED NAME: HERLEY MICROWAVE SYSTEMS INC DATE OF NAME CHANGE: 19900510 FORMER COMPANY: FORMER CONFORMED NAME: HERLEY INDUSTRIES INC DATE OF NAME CHANGE: 19831103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Veritek Manufacturing Services LLC CENTRAL INDEX KEY: 0001371614 IRS NUMBER: 562515997 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2066 ALDERGROVE AVENUE CITY: ESCONDIDO STATE: CA ZIP: 92029 BUSINESS PHONE: 760 737 6777 MAIL ADDRESS: STREET 1: 2066 ALDERGROVE AVENUE CITY: ESCONDIDO STATE: CA ZIP: 92029 SC 13D 1 hrly.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 Herley Industries, Inc. ------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, (PAR VALUE $0.10 Per Share) ------------------------------------------------------------------------------- (Title of Class of Securities) 427398102 ------------------------------------------------------------ (CUSIP Number) AUGUST 3, 2006 ------------------------------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d- 1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- Page 1 of 8 Pages SCHEDULE 13D CUSIP No. 427398102 Page 2 of 8 Pages - ------------------------------------------------------------------------ 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). Veritek Manufacturing Services, LLC - ------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [ ] b. [ ] - ------------------------------------------------------------------------------- 3 SEC Use Only - ------------------------------------------------------------------------------- 4 Source of Funds (See Instructions) WC - ------------------------------------------------------------------------------- 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF None. SHARES BENEFICIALLY ---------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 262,887 REPORTING PERSON ---------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER None. ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 262,887 - ------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 262,887 - ------------------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - ------------------------------------------------------------------------------- 13 Percent of Class Represented By Amount in Row (11) 1.8% - ------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) OO - ------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 427398102 Page 3 of 8 Pages - ------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Samjor Family Limited Partnership - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - ------------------------------------------------------------------------------- 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Nevada - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 614,201 SHARES BENEFICIALLY ---------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 877,088 REPORTING PERSON ---------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 614,201 ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 877,088 - ------------------------------------------------------------------------------ 11 Aggregate Amount Beneficially Owned by Each Reporting Person 877,088 - ------------------------------------------------------------------------------ 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - ------------------------------------------------------------------------------ 13 Percent of Class Represented By Amount in Row (11) 6.0% - ------------------------------------------------------------------------------ 14 Type of Reporting Person (See Instructions) OO - ------------------------------------------------------------------------------ CUSIP No. 427398102 Page 4 of 8 Pages - ------------------------------------------------------------------------ Item 1. Security and Issuer ------------------- This statement relates to shares of Common Stock, par value $0.10 per share (the "Common Stock") of Herley Industries, Inc., a Delaware corporation (the "Company"), which has its principal executive offices at 101 North Pointe Boulevard, Lancaster, Pennsylvania 17601. Item 2. Identity and Background ----------------------- (a) Name of the person filing: This statement is being jointly filed by the following persons ("Reporting Persons"): Veritek Manufacturing Services, LLC, a Delaware limited liability company ("Veritek"), is primarily engaged in the business of manu- facturing complex electronic components and assemblies. Samjor Family Limited Partnership, a Nevada limited partnership ("SFLP"), is an investment partnership that focuses on public and private equity investments. (b) The principal business address and principal office of Veritek is 2066 Aldergrove Avenue, Escondido, California 92029. The principal business address and principal office of SFLP is 12200 West Colonial Drive, Suite 203, Winter Garden, Florida 34787. (d) During the past five years, none of the Reporting Persons have been & been (i) convicted in a criminal proceeding (excluding traffic (e) violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration ------------------------------------------------- The total amount of funds used by Veritek to purchase the 262,887 shares of Company Common Stock reported hereunder was $2,656,517.53 (including brokerage commission). All such funds were derived from working capital. The total amount of funds used by SFLP to purchase the 614,201 shares of Company Common Stock reported hereunder was $6,643,084.40(including brokerage commission). All such funds were derived from working capital. CUSIP No. 427398102 Page 5 of 8 Pages - ------------------------------------------------------------------------ In the event Veritek or SFLP purchases additional shares of the Company Common Stock, it is currently contemplated that they will use their respective working capital for such purchases. As of the date of this Statement, no other arrangements with third parties have been made with respect to financing the acquisition of additional shares of Company Common Stock. Item 4. Purpose of Transaction ---------------------- The Reporting Persons have acquired the shares of the Company Common Stock indicated herein for investment in the ordinary course of their businesses consistent with the belief that the value of the Company Common Stock exceeded that reflected in the respective market prices of the Company Common Stock on the dates of such purchases. The Reporting Persons may acquire additional shares of the Company Common Stock or sell shares. Any such determination may be based on a number of factors, including the continued attractiveness of investment in the Company shares at then prevailing market prices, the number of shares that are available for purchase, the price or prices thereof, general market conditions and other similar factors. On August 2, 2006, Brian R. Kahn, Veritek's Managing Director, sent a letter (the "Letter") to Mr. Myron Levy, the Company's Vice Chairman and CEO, and to the Company's Board of Directors regarding Veritek's interest in pursuing a business combination with the Company. The description of the Letter contained in this Schedule 13D is qualified in its entirety by reference to the Letter, which is included as Exhibit 2 to this Schedule 13D and is incorporated by reference herein. On August 3, 2006, the Company had its investment banker, Bear Stearns, contact Mr. Kahn with respect to the Letter. Mr. Kahn was told by the Bear Stearns representative that the Company's Board of Directors had reviewed the Letter and their response was that the Company was not for sale and that the management of the Company was not willing to speak with Mr. Kahn about the subject. Except as otherwise described in this Item 4, the Reporting Persons do not have present plans or proposals that relate to or would result in any of the following (although the Reporting Persons reserve the right to develop such plans or proposals or any other plans relating to the Company and to take action with respect thereto): (i) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (ii) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Company or any of its subsidiaries; (iii) a sale or transfer of a material amount of CUSIP No. 427398102 Page 6 of 8 Pages - ------------------------------------------------------------------------ assets of the Company or any of its subsidiaries; (iv) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (v) any material change in the present capitalization or dividend policy of the Company; (vi) any other material change in the Company's business or corporate structure; (vii) changes in the Company's certificate of incorporation, bylaws, or instruments corresponding thereto or other actions that may impede the acquisition of control of the Company by any person; (viii) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (x) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer ------------------------------------ The information concerning percentages of ownership set forth below is based on 14,649,916 shares of Common Stock reported outstanding as of June 5, 2006 in the Company's most recent Quarterly Report on Form 10-Q, for the period ended April 30, 2006. SFLP owns approximately 95% of the limited liability company interests in Veritek. Under the rules and regulations of the Securities and Exchange Commission, SFLP may be deemed to be the beneficial owner of a total of 877,088 shares of the Company Common Stock, representing approximately 6.0% of the issued and outstanding shares of the Company. Of these shares, 262,887 shares (approximately 1.8% of outstanding shares) are owned directly by Veritek and 614,201 shares (approximately 4.2% of outstanding shares) are owned directly by SFLP. During the past 60 days, the Reporting Persons have engaged in the following transactions in shares of the Company Common Stock: No. Shares Purchased/ Date Party (Sold) Price -------- --------- ---------- -------- 06/14/06 Veritek 150,000 $ 9.2792 06/15/06 SFLP 229,215 $10.8906 06/16/06 SFLP 70,678 $10.8865 06/20/06 SFLP 104,496 $10.0836 06/21/06 SFLP 10,000 $ 9.9100 06/22/06 Veritek 50,000 $10.0568 06/23/06 SFLP 25,818 $10.2131 06/26/06 SFLP 14,634 $10.4338 CUSIP No. 427398102 Page 7 of 8 Pages - ------------------------------------------------------------------------ No. Shares Purchased/ Date Party (Sold) Price -------- --------- ---------- -------- 06/27/06 SFLP 30,932 $10.5997 06/28/06 SFLP 4,800 $10.7100 06/29/06 SFLP 4,300 $11.0900 07/11/06 SFLP 2,200 $11.9598 07/14/06 SFLP 11,728 $11.7197 07/14/06 SFLP 5,000 $11.6700 07/17/06 Veritek 5,000 $11.2310 07/18/06 SFLP 10,000 $11.2150 07/26/06 SFLP 8,600 $10.9800 07/27/06 SFLP 12,300 $10.8200 07/28/06 SFLP 4,800 $10.8800 07/31/06 SFLP 11,300 $10.7400 07/31/06 SFLP 3,400 $10.6966 08/03/06 SFLP 50,000 $12.1900 08/03/06 Veritek 57,887 $12.1900 The above transactions were effected by the Reporting Persons on the NASDAQ National Market System. No person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of Company Common Stock beneficially owned by the Reporting Persons. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer ----------------------------------- Except as described in this Statement, the Reporting Parties filing this Statement are not parties to any contract, arrangement, understanding or relationships with any other person with respect to shares of the Company Common Stock including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits -------------------------------- Exhibit 1: Joint Filing Agreement dated August 3, 2006, by and among Veritek Manufacturing Services, LLC and Samjor Family Limited Partnership. Exhibit 2: Letter dated August 2, 2006 from Veritek Manufacturing Services, LLC to Myron Levy, Vice Chairman and CEO of Herley Industries, Inc. CUSIP No. 427398102 Page 8 of 8 Pages - ------------------------------------------------------------------------ After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct. - ------------------------------------------------------------------------------ VERITEK MANUFACTURING SERVICES, LLC Date: August 7, 2006 /s/ Brian R. Kahn ----------------------------------- By: Brian R. Kahn, Managing Director SAMJOR FAMILY LIMITED PARTNERSHIP By: Samjor, Inc., General Partner Date: August 7, 2006 /s/ Brian R. Kahn ----------------------------------- By: Brian R. Kahn, President EX-1 2 filingagt.txt EX-1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 Herley Industries, Inc. ------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, (PAR VALUE $0.10 Per Share) ------------------------------------------------------------------------------- JOINT FILING AGREEMENT Veritek Manufacturing Services, LLC, a Delaware limited liability company, and Samjor Family Limited Partnership, a Nevada limited partnership, hereby agree to file jointly the statement on Schedule 13D to which this Agreement is attached, and any amendments thereto which may be deemed necessary. It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness or accuracy of information concerning the other party unless such party knows or has reason to believe that such information is inaccurate. It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the statement on Schedule 13D, and any amendments thereto, filed on behalf of each of the parties hereto. VERITEK MANUFACTURING SERVICES, LLC Date: August 3, 2006 /s/ Brian R. Kahn ----------------------------------- By: Brian R. Kahn, Managing Director SAMJOR FAMILY LIMITED PARTNERSHIP By: Samjor, Inc., General Partner Date: August 3, 2006 /s/ Brian R. Kahn ----------------------------------- By: Brian R. Kahn, President - -------------------------------------------------------------------------------- EX-2 3 letter.txt EX-2 [Veritek Manufacturing Services Letterhead] August 2, 2006 Mr. Myron Levy Vice Chairman & CEO Herley Industries Inc. 101 North Pointe Blvd Lancaster, PA 17601 Dear Mr. Levy: Veritek Manufacturing Services LLC and its affiliated entities are the beneficial owner of over 4% of the outstanding Common Stock of Herley Industries, Inc. ("Herley" or the "Company"). For two months now, our Managing Director, Brian Kahn, has repeatedly attempted to communicate with you about our interest in pursuing a business combination with Herley. While we enjoyed brief conversations with President John Kelly in June, for the last 30 days all communication lines have been cut off completely. Therefore, we are left with no alternative but to send this formal letter to the entire board. Veritek Manufacturing Services, LLC, is a manufacturer of complex electronic components and assemblies with operations in the United States and Mexico. We would like the opportunity to discuss the potential business combination of Herley and Veritek. Subject to satisfactory completion of due diligence, we believe a combination of Herley and Veritek could generate consideration for Herley shareholders in excess of $15.00 per share, a significant premium to the current stock price of $10.50. We believe Herley's assets possess significant value but that time is of the essence. We believe new ownership and management of Herley assets would be viewed favorably by its customers, vendors, employees, and shareholders alike. A prompt conclusion to the recent turmoil at Herley would also alleviate risks of employee defection while increasing the chances of maintaining the highest level of service for Herley's customers. Once given the opportunity, Veritek is in position to complete due diligence expeditiously, and without further disruption to Herley's business. To reiterate, Veritek has a strong interest in pursuing a strategic business combination with Herley and we believe such a combination would be beneficial for all stakeholders in both companies. We request the opportunity to properly investigate such a transaction. Please call me at (407) 909-8015 to discuss. Sincerely, /s/ Brian Kahn - ----------------------- Brian Kahn Managing Director, Veritek Manufacturing Services LLC cc: Admiral Edward K. Walker, Jr. (Ret.), Director Dr. Edward A. Bogucz, Director Adm. Robert M. Moore (Ret.), Director Mr. John A. Thonet, Director and Secretary Mr. Carlos C. Campbell, Director Mr. John M. Kelly, President 2066 Aldgergrove Avenue Escondido, CA 92029 Tel (760) 737-6777 Fax (760)747-4561 -----END PRIVACY-ENHANCED MESSAGE-----