-----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, SfDAJ/7najyiW6V3W3PdBkauqpXvoBNKv4gyPS00CljdghMjE2mUWVFBIQ8eu9y+ Cx9AlFGhArXn0ZdlN0Zyjg== 0001201800-06-000110.txt : 20060609 0001201800-06-000110.hdr.sgml : 20060609 20060609134653 ACCESSION NUMBER: 0001201800-06-000110 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060605 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060609 DATE AS OF CHANGE: 20060609 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-05411 FILM NUMBER: 06896414 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 8-K 1 hrly8kearnjune06.txt 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: June 5, 2006 (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) 101 North Pointe Boulevard, Lancaster, Pennsylvania 17601-4133 - -------------------------------------------------------------------------------- Address of principal executive offices) (Zip Code) Registrant's telephone number including area code (717) 735-8117 ------------------------------------------------------------- (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 [ ] Pre-commencement communications pursuant to Rule 13e-4c under the Exchange Act (17 CFR 240.13e-4c) INFORMATION TO BE INCLUDED IN THE REPORT The information in this Form 8-K Current Report and the exhibit attached hereto is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Item 2.02 Results of Operations and Financial Condition On June 5, 2006, Herley Industries, Inc. issued an earnings press release announcing its preliminary financial results for the third quarter ended April 30, 2006. A copy of the earnings release is attached as Exhibit 99 to this Current Report on Form 8-K. Item 9.01 Financial Statements and Exhibits (c) Exhibits 99 Earnings Release, dated June 5, 2006, announcing the Registrant's preliminary financial results for the third quarter ended April 30, 2006. Signatures ---------- 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/ Myron Levy ------------------ Myron Levy Chief Executive Officer Dated: June 9, 2006 EX-99 2 hrly8kexhibit99.txt PRESS RELEASE Exhibit 99 HERLEY ANNOUNCES THIRD QUARTER EARNINGS WILL BE BELOW EXPECTATIONS AND ANALYST ESTIMATES Third Quarter EPS expected to be approximately $0.11 Lancaster, PA, June 5, 2006 - Herley Industries, Inc. (Nasdaq:HRLY) announced today that its fiscal 2006 third quarter earnings will be below Company expectations and analyst consensus estimates. Earnings per diluted weighted average share are expected to be $0.11 for the third quarter of fiscal 2006. John Kelley, Herley President, said, "Two of our domestic divisions will report third-quarter losses in contrast to expectations of moderate profits. A significant portion of these losses were caused by non-recurring engineering investments that the Company believes will result in additional business in the coming year." Mr. Kelley continued, "A review of our operations suggests that we may have been too cautious in our approach to consolidating facilities. We know the strengths of each of our manufacturing facilities and we plan to move more aggressively to eliminate redundancies within the Company and build on our strengths. Notwithstanding our third quarter performance, we are seeing strength in a number of areas: - Our operations in Israel and the United Kingdom continue to strengthen. Herley Israel is having the best year in their history and EWST has been successful at winning repeat business which should improve their on-time delivery and profitability. - We have also made good progress with our recent large domestic contract wins and we expect to continue our good batting average as we compete for new business. - The major engineering programs which have dampened recent earnings are moving forward, and Herley will benefit in fiscal 2007 as they begin to enter the initial production phase of these projects. - International orders to our domestic divisions are on an upward trend, and could reach record levels for the year. Herley's international business may reach 30% of our overall sales, and would act as a good hedge against the anticipated downturn in U.S. defense spending." Herley Industries, Inc. is a leader in the design, development and manufacture of microwave technology solutions for the defense, aerospace and medical industries worldwide. Based in Lancaster, PA, Herley has nine manufacturing locations and more than 1000 employees. Additional information about the company can be found on the Internet at www.herley.com For information at Herley contact: Tel: (717) 735-8117 Peg Guzzetti www.herley.com Investor Relations Safe Harbor Statement - Except for the historical information contained herein, this release may contain forward-looking statements. Such statements are inherently subject to risks and uncertainties. When used in this report, words such as "anticipated," "believes," "could," "estimates," "expects," "may," "plans," "potential" and "intends" and similar expressions, as they relate to the Company or its management, identify forward-looking statements. Such forward-looking statements are based on the belief of the Company's management, as well as assumptions made by and information currently available to the Company's management. The Company's results could differ materially based on various factors, including, but not limited to, cancellation or deferral of customer orders, difficulties in the timely development of new products, difficulties in manufacturing, increased competitive pressures, and general economic conditions. The Company undertakes no obligation to update forward-looking statements as a result of future events or developments. -----END PRIVACY-ENHANCED MESSAGE-----