8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 30, 2008

JACO ELECTRONICS, INC.

(Exact name of registrant as specified in its charter)

New York	000-05896	11-1978958
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

145 Oser Avenue, Hauppauge, New York	11788
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (631) 273-5500

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 to the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 Definitive Material Agreement.

On December 30, 2008, Jaco Electronics, Inc. (the “Registrant”) entered into a First Amendment (the “Amendment”) to the Asset Purchase Agreement (the “Purchase Agreement”) between the Registrant and WPG Americas, Inc. (“WPG Americas”), dated November 7, 2008.  Among other things, the Amendment extends the date by which the Purchase Agreement may be terminated by either the Registrant or WPG Americas if the transactions contemplated therein have not been completed by January 5, 2009.

A copy of the Amendment is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

Exhibit 2.1     First Amendment to Asset Purchase Agreement between Jaco Electronics, Inc. and WPG Americas, Inc., dated as of December 30, 2008.*  

*           All schedules and exhibits to this Exhibit have been omitted in accordance withRegulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copyof all omitted schedules and exhibits to the Securities and Exchange Commission upon its request.

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.

Dated: December 30, 2008	Jaco Electronics, Inc.
	By:	/s/ Jeffrey D. Gash
		Name: Jeffrey D. Gash
		Title:  Executive Vice President

EX-2.1

FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

This FIRST AMENDMENT TO ASSET PURCHASEAGREEMENT (this “Amendment”) is dated as of December 30, 2008, by and between Jaco Electronics, Inc., a New York corporation (“Seller”), and WPG Americas, Inc., a California corporation (“Purchaser”).

 WHEREAS, Seller and Purchaser are parties to that certain Asset Purchase Agreement, dated as of November 7, 2008 (the “Original Agreement”).

 NOW, THEREFORE, in consideration of the premises contained herein and other good and valuable consideration, the parties hereto irrevocably and mutually agree as follows:

Capitalized terms used herein without definition shall have the meanings given to such terms in the Original Agreement.

The definition of “Closing Date” in the Original Agreement is hereby amended to read in its entirety as follows:

 “‘Closing Date’ means the third Business Day following the date on which the conditions specified in Section 7 are satisfied (subject to waiver of such conditions as provided in Section 7) and on which the Closing takes place, but in no event later than January 5, 2009, time being of the essence.”

The definition of “Escrow Agent” in the Original Agreement is hereby amended to read in its entirety as follows:

 “‘Escrow Agent’ means Business & Escrow Service Center Inc.”

The definition of “Escrow Agreement” in the Original Agreement is hereby amended to read in its entirety as follows:

 “‘Escrow Agreement’ means the Escrow Agreement among Purchaser, Seller and Escrow Agent, to be dated on or about February 17, 2009 and substantially in the form attached as Exhibit A hereto.”

Section 2(b) of the Original Agreement is hereby amended to read in its entirety as follows:

 “At the Closing, the Purchaser shall pay to the Seller, or such other Persons as the Seller shall direct in writing, an amount equal to Closing Purchase Price in cash or by wire transfer of immediately available funds to such account(s) as Seller shall so indicate.  On or before February 17, 2009, the Seller shall pay to the Escrow Agent the Escrow Amount to be held by the Escrow Agent subject to the terms and conditions of the Escrow Agreement.”

A new Section 6(l) shall be added to the Original Agreement as follows:

 “Notwithstanding anything herein to the contrary, the Escrow Agreement shall be executed and delivered on or about February 17, 2009 and the Escrow Amount shall be deposited with the Escrow Agent at that time.”

Section 7(c)(iii) of the Original Agreement is hereby amended to read in its entirety as follows:

 “The Purchaser shall have paid to the Seller the Closing Purchase Price as contemplated by Section 2(b) hereof.”

Section 11(a)(iii) of the Original Agreement is hereby amended to read in its entirety as follows:

 “by January 5, 2009, if the transactions herein contemplated have not closed by said date.”

Purchaser hereby waives the condition set forth in Section 7(b)(iii)(B) of the Original Agreement.

Purchaser hereby agrees that the term Material Adverse Effect shall not include any change in the assets, operations, properties, results of operations or financial condition of the Business occurring after December 1, 2008; provided, that from and after the date hereof until the Closing Date Seller shall operate the Business in the Ordinary Course of Business and in any event the net book value of the Inventories of the Acquired Assets shall not exceed $21,000,000. In the event that the net book value of the Inventories herein shall exceed $21,000,000 such change shall only be acceptable to the parties subject to mutual agreement.

Purchaser hereby confirms that notwithstanding anything to the contrary in the Original Agreement, the term of the Sublease for the Hauppauge Office shall be for one (1) year and shall thereafter be extended for successive one (1) year periods cancellable by either party during any such extended period upon giving not less than 120 days written notice thereof.

This Amendment and the Original Agreement set forth the entire agreement of the parties hereto with respect to the subject matter hereof.

Except as otherwise provided herein, all terms and conditions of the Original Agreement shall remain in full force and effect.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above.

JACO ELECTRONICS, INC.

By: /s/ Joel Girsky                                                                

Name:  Joel Girsky

Title: President

WPG AMERICAS, INC.

By: /s/ KY Chai                                                                

Name: KY Chai

Title: President

[Signature Page to First Amendment to Asset Purchase Agreement]