8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) - May 30, 2008

IEC ELECTRONICS CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

0-6508	13-3458955
(Commission File Number)	(IRS Employer Identification No.)

105 Norton Street, Newark, New York 14513

(Address of principal executive offices)(Zipcode)

(315) 331-7742

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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))

Explanatory Note: This Current Report on Form 8-K is being filed to amend Item 9.01 of the Current Report on Form 8-K filed by IEC Electronics Corp. (the "Registrant") on June 5, 2008. In accordance with the instructions to Item 9.01 of Form 8-K, this amendment provides (1) the audited financial statements of the business acquired, as required by Item 9.01(a) of Form 8-K, as well as (2) the unaudited pro forma financial information for the combination of the Registrant and the business acquired, using the Registrant's fiscal reporting periods, as required by Item 9.01(b) of Form 8-K and Article 11 of Regulation S-X. As previously reported, the business acquired by the Registrant consisted of all of the issued and outstanding shares of common stock of Val-U-Tech Corp.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired.

As required by Item 9.01(a) of Form 8-K, the audited financial statements of Val-U-Tech Corp., as of and for the fiscal years ended December 31, 2006 and December 31, 2007 are attached as Exhibit 99.1 to this Current Report.

(b) Pro Forma Financial Information.

As required by Item 9.01(b) of Form 8-K, the pro forma financial information of the Registrant, reflecting the acquisition of all of the issued and outstanding shares of common stock of Val-U-Tech Corp. for the fiscal year ended September 30, 2007 and as of and for the nine months ended June 27, 2008 is attached as Exhibit 99.2 to this Current Report.

(d) Exhibits

23.1	Consent of Rotenberg & Co., LLP
99.1	Audited Financial Statements of Val-U-Tech Corp. as of December 31, 2006 and December 31, 2007
99.2	Unaudited Pro Forma Condensed Combined Financial Information for IEC Electronics Corp.

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Signatures

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.

	IEC ELECTRONICS CORP.
	REGISTRANT
Dated: August 13, 2008	By:
		W. Barry Gilbert
		Chairman and
		Chief Executive Officer

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EX-23.1

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

IEC Electronics Corp.

105 Norton Street

Newark, New York 14513

We hereby consent to the incorporation by reference in the Registration Statements of IEC Electronics Corp. on Forms S-8 (Nos. 33-63816, 33-79360, 333-4634, 333-84471, 333-103847, 331-122181 and 333-151218) our report dated April 18, 2008 with respect to the financial statements of Val-U-Tech Corp. for the years ended December 31, 2007 and December 31, 2006 which appear in the Current Report on Form 8-K/A of IEC Electronics Corp. dated August 13, 2008.

/s/ Rotenberg and Co., LLP

Rochester, New York

August 13, 2008

EX-99.1

EXHIBIT 99.1

Audited Financial Statements

Val-U-Tech Corp

Years ended December 31, 2006 and December 31, 2007 with Report of Independent Auditors

Contents

Report of Independent Auditors	1
Audited Financial Statements:
Balance Sheets	2
Statements of Operations	3
Notes to Consolidated Financial Statements	5

ROTENBERG &Co. LLP

Certified Public Accountants

585.295.2400 • 585.295.2150 (fax)

1870 Winton Road South • Rochester, NY 14618 • www.rotenbergllp.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Val-U-Tech

We have audited the accompanying balance sheets of Val-U-Tech as of December 31, 2007 and 2006, and the related statements of income and cash flows for each of the years in the two-year period ended December 31, 2007. Val-U-Tech’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Val-U-Tech as of December 31, 2007 and 2006, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2007 in conformity with accounting principles generally accepted in the United States of America.

Rochester, New York

April 18, 2008

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VAL-U-TECH

Victor, New York

AUDITED FINANCIAL REPORTS

BALANCE SHEETS AS OF DECEMBER 31

	2007		2006
ASSETS
Current Assets
Cash and Cash Equivalents	$	-	$	394,577
Accounts Receivable (NET)		1,853,893		932,783
Inventory(Net)		1,701,342		795,072
		3,555,235		2,122,432
Property and Equipment
Machinery and Equipment		315,745		315,745
Autos and Trucks		19,606		19,606
Computer Equipment and Software		28,071		28,071
Leasehold Improvements		10,106		10,106
Furniture and Fixtures		41,977		41,977
		415,505		415,505
Less: Accumulated Depreciation		408,127		406,922
		7,378		8,583
	$	3,562,613		2,131,015
		2007		2006
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts Payable	$	656,630	$	350,285
Short Term Cash Deficiency		352,516		-
Accrued Payroll and Payroll Taxes		36,422		20,397
Accrued Vacation		28,249		18,833
		1,073,817		389,515
Stockholders Equity
Common Stock, no par, 100 shares authorized, issued, outstanding		5,000		5,000
Additional Paid in Capital		60,888		60,888
Retained Earnings		2,422,908		1,675,612
		2,488,796		1,741,500
	$	3,562,613	$	2,131,015

The accompanying notes are an integral part of these financial statements.

2

INCOME STATEMENTS - YEARS ENDED DECEMBER 31

	2007			2006
Revenue	$	11,022,580		$	7,635,451
Cost of Sales
Inventory Beginning		795,072			732,282
Purchases		7,273,057			4,133,723
Labor		2,083,515			1,772,842
Utilities/Maint		33,751			34,652
Shop supplies		49,755			55,135
Building Lease		149,608			145,358
Equipment rental		51,356			46,050
Obsolescence		23,758			4,415
Bad Debts		23,618			3,296
Depreciation		1,205			1,080
Freight		32,735			37,945
Inventory Ending		(1,701,342	)		(795,072	)
Total Cost of Goods Sold		8,816,088			6,171,706
Gross Profit		2,206,492			1,463,745
Officer Compensation		592,580			317,713
Selling, General and Administrative		465,540			352,877
Income from Operations		1,148,372			793,155
Other income (expense)
Other income		11,424			9,861
Interest expense		-			(3,416	)
		11,424			6,445
Net Income		1,159,796			799,600
Retained Earnings, beginning		1,675,612			1,176,012
Distributions		(412,500	)		(300,000	)
Retained Earnings, ending	$	2,422,908		$	1,675,612

The accompanying notes are an integral part of these financial statements.

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CASH FLOW STATEMENTS - YEARS ENDED DECEMBER 31

	2007			2006
CASH PROVIDED FROM OPERATIONS
Net income	$	1,159,796		$	799,600
Adjustments to reconcile net income to net cash
provided by operating activities
Bad Debts		23,618			3,296
Depreciation		1,205			1,723
		1,184,619			804,619
Increase (decrease) in cash due to changes
in operating assets and liabilities
Accounts Receivable		(944,728	)		(131,812	)
Inventory		(906,270	)		(62,790	)
Accounts Payable		306,345			1,510
Short Term Cash Deficiency		352,516			-
Accrued Payroll and Payroll Taxes		16,025			5,860
Accrued Vacation		9,416			(262	)
		17,923			617,125
CASH USED IN FINANCING ACTIVITIES
Distributions		(412,500	)		(300,000	)
Loan from shareholder		-			(110,000	)
		(412,500	)		(410,000	)
Change in Cash and Cash Equivalents		(394,577	)		207,125
Cash and Cash Equivalents, beginning		394,577			187,452
Cash and Cash Equivalents, ending	$	-		$	394,577
Supplemental disclosure
Cash paid for interest	$	-		$	3,416

The accompanying notes are an integral part of these financial statements.

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VAL-U-TECH

Notes to Financial Statements

December 31, 2007 and December 31, 2006

1. Description of Business

Val-U-Tech (Company) is a contract manufacturer of cable and harness assemblies and various other electrical components. The Company offers specialized services such as project management and engineering to its customers. Markets serviced include the military, industrial and medical markets. The Company grants credit to its customers in the ordinary course of business.

2.  Summary of Significant Accounting Policies

Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents.

Accounts Receivable

The Company utilizes a 2.5% reserve for doubtful accounts on accounts receivable. The Company has little to no history of write-offs.

Inventory

Inventory is stated at the lower of cost, on a first-in, first-out basis, or market. The company also utilizes an obsolescence reserve for inventory which is 4% of raw material and 3% as a percent to total inventory.

Property and Equipment

Property and equipment are stated at cost. Depreciation is computed using the straight-line method based on the useful lives of the related assets, which range from 3 to 10 years. Repairs and maintenance of relatively minor items are expensed as incurred. Renewals or betterments of significant items are capitalized. The costs of assets sold or otherwise disposed of and the related accumulated depreciation are eliminated from the accounts and any gain or loss is included as a component of other income or loss.

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VAL-U-TECH

Notes to Financial Statements

December 31, 2007 and December 31, 2006

2. Summary of Significant Accounting Policies (Continued)

Income taxes

The Company has elected Subchapter “S” status under the Internal Revenue Code. This election results in direct taxation to the individual shareholders on their proportionate share of taxable income in lieu of corporate federal income and New York State franchise tax.

Accordingly, no current provision for income taxes has been included in the accompanying financial statements.

Revenue Recognition

The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable, and collectability of the selling price is reasonably assured.

Shipping and Handling Costs

Shipping and handling costs are included as a component of cost of sales in the accompanying statements of operations.

Advertising

Advertising costs are expensed as incurred.

Concentration of credit risk

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and trade accounts receivable. The Company places cash with high credit quality institutions. At times, such investments may exceed the FDIC insurance limit. The Company routinely assesses the financial strength of its customers, and as a consequence believes that its credit risk exposure related to trade accounts receivable is limited. A 2.5% reserve is kept against the open receivables to cover risk of uncollectible accounts. The company has little to no experience of writing off uncollectible accounts.

3. Accounts Receivable

Accounts receivable consists of the following:

December 31,	2007			2006
Trade Accounts Receivable	$	1,901,429		$	956,701
Allowance for Doubtful Accounts		(47,536	)		(23,918	)
	$	1,853,893		$	932,783

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VAL-U-TECH

Notes to Financial Statements

December 31, 2007 and December 31, 2006

4. Inventory

Inventory consists of the following:

	2007			2006
Raw materials	$	705,083		$	481 ,265
Work in process		923,271			324,448
Finished goods		124,288			16,901
Obsolescence Reserve		(51,300	)		(27,542	)
	$	1,701,342		$	795,072

5. Operating Leases

The Company leases its building and an automobile under the terms of non-cancelable operating leases. The building lease expires in December 2012. The Company also leases several pieces of equipment on a month-to-month basis. Lease expense for all leases for the years ended December 31, 2007 and 2006 totaled $200,964 and $191,408, respectively.

Annual minimum lease obligations are as follows:

Year	Amount
2008	$	176,857
2009		176,857
2010		176,857
2011		187,150
2012		187,150
Total minimum lease payments	$	904,871

6. Major Customers

The top customer of the company accounted for 49% of sales for the year ended December 31, 2007. The same customer accounted for 37% of the sales for the year ended December 31, 2006. The Company had four customers who accounted for 82% and 83% of sales for the years ended December 31, 2007 and 2006, respectively. The Company had three customers who accounted for 74% and 61% of accounts receivable at December 31, 2007 and December 31, 2006, respectively.

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VAL-U-TECH

Notes to Financial Statements

December 31, 2007 and December 31, 2006

7. Retirement Plan

The Company maintains a 401(k) profit sharing plan for their employees. Under the plan, eligible participants who meet certain age and length of service requirements may contribute any percentage up to 15% of their compensation. Employer discretionary matching contributions are provided for in the plan up to 50% of employee contributions, not to exceed 4% of gross wages. The plan also allows for a discretionary profit-sharing contribution by the Company.

Pension and profit sharing plan expense was $9,817 and $9,450 for the years ended December 31, 2007 and 2006, respectively.

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EX-99.2

EXHIBIT 99.2

IEC Electronics Corp.

Unaudited Pro Forma Combined Condensed Consolidated

Statements of Operations

     The following unaudited pro forma combined condensed consolidated statements of operations have been prepared to give effect to IEC Electronics Corp.’s (“IEC”) acquisition of Val-U-Tech on May 30, 2008, using the purchase method of accounting and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma combined condensed consolidated statements of operations. These unaudited pro forma statements of operations were prepared as if the Acquisition had been completed on October 1, 2006.

     IEC’s fiscal year end is September 30, whereas Val-U-Tech’s fiscal year end has been December 31. The unaudited pro forma combined condensed consolidated statement of operations for the year ended September 30, 2007, includes the historical statements of operations of IEC for the same period and the audited statement of operations of Val-U-Tech for the twelve months ended December 31, 2007. The unaudited pro forma combined condensed consolidated statement of operations for the nine months ended June 27, 2008, includes the historical statements of operations of IEC and Val-U-Tech for the same nine month period.

     The unaudited pro forma combined condensed consolidated statements of operations are based upon the respective historical financial statements of IEC and Val-U-Tech after giving effect to the acquisition. These unaudited pro forma combined condensed consolidated statements of operations should be read in conjunction with: (i) IEC’s Quarterly Report on Form 10-Q for the quarter ended June 27, 2008, filed on July 30, 2008; (ii) IEC’s Annual Report on form 10-K for the year ended September 30, 2007, filed on November 15, 2007; (iii) Val-U-Tech’s audited financial statements for the years ended December 31, 2007 and December 31, 2006, included in this Form 8-K/A as exhibit 99.1; and (v) the accompanying notes to the unaudited pro forma combined condensed consolidated statements of operations.

     The unaudited pro forma combined condensed consolidated statements of operations include adjustments which are based upon preliminary estimates. The purchase price allocation presented herein is preliminary, and final allocation of the purchase price will be based upon actual net working capital acquired as well as performance of certain sales milestones as detailed in the Merger Agreement. Accordingly, final purchase accounting adjustments may differ from the pro forma adjustments presented herein.

     The unaudited pro forma combined condensed consolidated statements of operations are intended for informational purposes only and, in the opinion of management, are not indicative of the results of operations of IEC after the Acquisition or the results of operations had the Acquisition actually been effected as of the date indicated, nor are they indicative of future results of operations.

     The unaudited pro forma combined condensed consolidated statements of operations do not include potential cost savings from operating efficiencies or synergies that may result from the Acquisition.

1

IEC Electronics Corp.

Pro Forma Combined Condensed Consolidated

Statement of Operations in thousands

For Fiscal Year Ended

September 30, 2007

	IEC Electronics 30-Sep-07			Val-U-Tech 31-Dec-07			Combined			Pro Forma  Adjustments				Pro Forma Combined
Net Sales		40,914			11,023			51,937							51,937
Total Cost of Sales		37,036			8,816			45,852			97		a		45,949
Total Selling and Administrative Expense		2,893			1,058			3,951			(145	)	b		3,806
Total Other (Income)/Expenses		41			(11	)		30			75		c		105
Interest Expense		440			0			440			105		d		545
Net Income before Income Taxes		503			1,160			1,663							1,531
Benefit from Income Taxes		(372	)		0			(372	)						(372	)
Net Income		875			1,160			2,035							1,903
Basic Net Earnings Per Share		0.11													0.22
Average Shares Outstanding (000’s)		8,114									500		e		8,614
Diluted Net Earnings Per Share		0.10													0.20
Average Shares Outstanding (000’s)		8,896									500		e		9,396

IEC Electronics Corp.

Pro Forma Combined Condensed Consolidated

Statement of Operations in thousands

For the Nine Months Ended

June 27, 2008

	IEC Elecronics			Val-U-Tech					Pro Forma			Pro Forma
	27-Jun-08			27-Jun-08		Combined			Adjustments			Combined
Net Sales		33,957			10,501		44,457						44,457
Total Cost of Sales		30,210			8,472		38,682			70	f		38,752
Total Selling and Administrative Expense		2,372			1,170		3,542			(218)	g		3,325
Total Other (Income)/Expense		440			4		444			(75)	h		369
Interest Expense		276			6		282			127	i		409
Net Income Before Income Taxes		658			849		1,507						1,602
Benefit from Income Taxes		(1,181	)		0		(1,181	)					(1,181	)
Net Income		1,839			849		2,688						2,783
Basic Net Earnings Per Share		0.22											0.32
Average Shares Outstanding (000's)		8,322								500	j		8,822
Diluted Net Earnings Per Share		0.20											0.29
Average Shares Outstanding (000's)		9,079								500	j		9,579

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IEC Electronics, Corp.

Form 8-K/A

NOTES TO UNAUDITED PRO FORMA

COMBINED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

The unaudited pro forma combined condensed consolidated statements of operations included herein have been prepared in accordance with the rules and regulation of the Securities and Exchange Commission. Certain information and certain footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations; however, management believes that the disclosures are adequate to make the information presented not misleading.

1.BASIS OF PRO FORMA PRESENTATION

On May 30, 2008, IEC Electronics Corp. (“IEC”) acquired all of the stock of Val-U-Tech Corp. (“Val-U-Tech”). The acquired business enables IEC to enter the wire and cable harness interconnect business with leased facilities in Victor, New York. The acquisition substantially enhances the Company’s sales mix. Val-U-Tech’s interconnect expertise, supported by a solid management team, supplements the Company’s core market sectors in Military/Aerospace and Industrial marketplace.

The unaudited pro forma combined condensed consolidated statements of operations for the year ended September 30, 2007, and for the nine months ended June 27, 2008 give effect to the Acquisition as if it had occurred on October 1, 2006. The unaudited pro forma combined condensed consolidated statement of operations for the year ended September 30, 2007, combines the results of operations of IEC for its fiscal year ended September 30, 2007 and Val-U-Tech for its fiscal year ended December 31, 2007. The unaudited pro forma combined condensed consolidated statement of operations for the nine months ended June 27, 2008 combines the results of operations of IEC and Val-U-Tech for the nine months ended June 27, 2008.

2.PURCHASE PRICE ALLOCATION

The purchase price for the Val-U-Tech acquisition was $10.4 million, which includes a post closing working capital adjustment of approximately $.4 million, funded by senior bank debt, seller notes, sale leaseback of some of IEC’s fixed assets, and the issuance of 500,000 shares of common stock to the sellers. In addition, the Company assumed working capital liabilities of approximately $.5 million, primarily trade accounts payable. The purchase price may be increased or decreased depending upon the gross revenues of Val-U-Tech for its calendar year ending December 31, 2008 and depending upon the sales by Val-U-Tech to its largest customer in calendar year 2009. In addition, the Seller Notes are subject to a final working capital reconciliation.

Under the purchase method of accounting, the initial purchase price is allocated to Val-U-Tech’s net tangible and intangible assets based upon their estimated fair values as of the date of the acquisition. The preliminary purchase price allocation as of May 30, 2008 is as follows:

(Dollars in thousands)	At May 30, 2008
Current Assets	$	3,851
Property and Equipment		175
Deferred Tax Asset		6,927
Total assets acquired		10,953
Current Liabilities	$	511
Net assets acquired	$	10,442
Cash paid to Sellers	$	5,500
Stock Issued to sellers [500,000 @ $2.10]		1,050
Seller Notes		3,892
Net assets acquired	$	10,442

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3.PRO FORMA ADJUSTMENTS

The unaudited pro forma combined condensed consolidated statements of operations give effect to the following pro forma adjustments:

INCOME STATEMENT

FISCAL YEAR ENDED SEPTEMBER 30, 2007

a. Represents incremental engineering.

b. Represents incremental systems and administrative costs offset by elimination of officer draws.

c. Represents termination costs associated with exiting relationship with senior lender.

d. Represents incremental interest expense as a result of the $10.4 million Val-U-Tech acquisition. Incremental debt is computed at a weighted-average annual interest rate of 4.8%, reflecting a combination of variable and fixed rate debt.

e. To reflect the incremental shares of common stock provided to sellers.

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INCOME STATEMENT

NINE MONTHS ENDED JUNE 27, 2008

f. Represents incremental engineering.

g. Represents incremental systems and administrative costs offset by elimination of officer draws.

h. Represents termination costs associated with exiting relationship with senior lender.

i. Represents incremental interest expense as a result of the $10.4 million Val-U-Tech acquisition. Incremental debt is computed at a weighted-average annual interest rate of 4.8%, reflecting a combination of variable and fixed rate debt.

j. To reflect the incremental shares of common stock provided to sellers.

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