8-K

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): January 8, 2008

Nu Horizons Electronics Corp.

(Exact name of registrant as specified in its charter)

DELAWARE	1-8798	11-2621097
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

70 Maxess Road, Melville, New York	11747
(Address of principal executive offices)	(Zip Code)

(631) 396-5000

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 (see General Instruction A.2. below):

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-14(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition..

On January 8, 2008, the Registrant issued a press release announcing the Registrant’s financial results for the fiscal quarter ended November 30, 2007. A copy of the Registrant’s press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit No.	Description
99.1	Press release dated January 8, 2008

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.

Nu Horizons Electronics Corp.
By:	/s/ Kurt Freudenberg
	Kurt Freudenberg
	Executive Vice President - Finance and Chief Financial Officer

Date: January 8, 2008

EX-99.1

70 Maxess Road ▪ Melville, NY 11747

631-396-5000 ▪ Fax: 631-396-3016

FOR IMMEDIATE RELEASE

NU HORIZONS REPORTS THIRD QUARTER FISCAL YEAR 2008 RESULTS

MELVILLE, NY, January 8, 2008 --- Nu Horizons Electronics Corp. (Nasdaq/NM: NUHC), a leading distributor of active and passive electronic components today reported financial and operating results for the third quarter and nine months ended November 30, 2007.

Net sales for the quarter ended November 30, 2007 increased 13.3% to $210,824,000 as compared to $186,080,000 for the comparable period last year. Net income (loss) for the quarter was ($373,000) or $(.02) loss per diluted share, as compared to net income of $1,933,000 or $.10 per diluted share for the third quarter of the prior year. Sales increased from the immediately preceding quarter by 3.6% or $7,248,000.

For the nine months ended November 30, 2007, net sales increased to $606,727,000 from $567,361,000 in the comparable period last year, an increase of 6.9%. Net income for the first nine months of fiscal 2007 was $2,098,000 or $.11 per diluted share, compared to net income of $7,191,000 or $.39 per diluted share in the same period last year.

A comparison of sales by geographic area and type is included as Exhibit A.

On a proforma basis, excluding unusual items such as professional fees related to our financial statement restatement and the ongoing SEC investigation of Vitesse Semiconductor Corp., as well as Germany start-up costs (see Exhibit B), diluted earnings per share would have been $.10 and $.31 for the three and nine months ended November 30, 2007, respectively, compared to $.10 and $.39 per diluted share in the comparable periods in the prior fiscal year.

Arthur Nadata, Chairman of the Board and Chief Executive Officer stated, "Earnings for the quarter were adversely affected by certain unusual items that were announced in our second quarter, such as expected incremental operating expenses for professional fees related to our financial statement restatement and the ongoing SEC inquiry of Vitesse, as well as start-up costs in Germany and severance related to our reduction in workforce. We expect $3,000,000 in annual cost savings from the reduction in our workforce to begin in the fourth quarter and a portion of these savings may be reinvested in the business. We are committed to increasing operating income through a variety of additional cost control strategies while growing our revenues and we are also encouraged by current booking and sales trends, as well as our continued growth in the Asian and European markets."

A conference call to further discuss earnings will be held today at 4:15 pm Eastern time. The call can be accessed by dialing 1-877-874-1563, (international, dial 1-719-325-4792). A rebroadcast of the call will be available beginning at 7:15 pm Eastern time at 1-888-203-1112 (international, dial 1-719-457-0820) Please refer to confirmation code 9138904. A webcast of the call will also be available, online (both live and after the call), at www.nuhorizons.com.

Nu Horizons Reports Third Quarter Fiscal Year 2008 Results Page 2

About Nu Horizons Electronics Corp.

Nu Horizons Electronics Corp. is a leading global distributor of advanced technology semiconductor, display, illumination, power and system solutions to a wide variety of commercial original equipment manufacturers (OEMs) and Electronic Manufacturing Services providers (EMS). With sales facilities in 51 locations across North America, Europe and Asia and regional logistics centers throughout the globe, Nu Horizons partners with a limited number of best-in-class suppliers to provide in-depth product development, custom logistics and life-cycle support to its customers. Information on Nu Horizons and its services is available at http://www.nuhorizons.com

Cautionary Statement Regarding Forward-Looking Statements

Except for historical information contained herein, the matters set forth in this news release are forward looking statements. When used in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to Nu Horizons or its management, identify forward-looking statements. Such forward-looking statements are based on the current beliefs of Nu Horizons’ management, as well as assumptions made by and information currently available to its management. Forward-looking statements involve certain risks and uncertainties that could cause actual results to differ from those in the forward looking-statements. Potential risks and uncertainties include such factors as the level of business and consumer spending for electronic products, the amount of sales of the Company’s products, the competitive environment within the electronics industry, the ability of the Company to continue to expand its operations, the level of costs incurred in connection with the Company’s expansion efforts, the financial strength of the Company’s customers and suppliers and risks related to the pending Vitesse-related SEC investigation and class action litigation. Investors are also directed to consider other risks and uncertainties discussed in documents filed by the Company with the Securities and Exchange Commission. Such statements reflect our current view with respect to the future and are subject to these and other risks, uncertainties and assumptions relating to Nu Horizons’ financial condition, results of operations, growth strategy and liquidity. The Company does not undertake any obligation to update its forward-looking statements.

Company Contact:

Kurt Freudenberg, Chief Financial Officer

Nu Horizons Electronics Corp.

kurt.freudenberg@nuhorizons.com

631-396-5000

(Tables Follow)

Nu Horizons Reports Third Quarter Fiscal Year 2008 Results Page 3

NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended						For the Nine Months Ended
	November 30, 2007			November 30, 2006			November 30, 2007			November 30, 2006
				(As Restated)						(As Restated)
NET SALES	$	210,824,000		$	186,080,000		$	606,727,000		$	567,361,000
COSTS AND EXPENSES:
Cost of sales		178,999,000			157,025,000			514,274,000			480,913,000
Operating expenses		30,259,000			23,994,000			83,733,000			68,991,000
		209,258,000			181,019,000			598,007,000			549,904,000
OPERATING INCOME		1,566,000			5,061,000			8,720,000			17,457,000
OTHER (INCOME) EXPENSE
Interest expense		1,175,000			1,036,000			3,150,000			2,928,000
Interest income		(14,000	)		(24,000	)		(34,000	)		(536,000	)
		1,161,000			1,012,000			3,116,000			2,392,000
INCOME BEFORE PROVISION FOR INCOME TAXES AND MINORITY INTERESTS		405,000			4,049,000			5,604,000			15,065,000
Provision for income taxes		653,000			2,002,000			3,189,000			7,449,000
INCOME (LOSS) BEFORE MINORITY INTERESTS		(248,000	)		2,047,000			2,415,000			7,616,000
Minority interest in earnings of subsidiaries		125,000			114,000			317,000			425,000
NET INCOME (LOSS)	$	(373,000	)	$	1,933,000		$	2,098,000		$	7,191,000
NET INCOME (LOSS) PER COMMON SHARE:
Basic	$	(.02	)	$	.11		$	.11		$	.40
Diluted	$	(.02	)	$	.10		$	.11		$	.39
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic		18,377,582			18,059,849			18,322,489			17,777,952
Diluted		18,377,582			19,018,687			19,047,418			18,558,163

Nu Horizons Reports Third Quarter Fiscal Year 2008 Results Page 4

NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

	November 30, 2007			February 28, 2007
	(unaudited)			(As Restated)
- ASSETS -
CURRENT ASSETS:
Cash	$	1,542,000		$	4,747,000
Accounts receivable - net of allowance for doubtful accounts of $4,782,000 and $4,985,000 as of November 30, 2007 and February 28, 2007, respectively		145,988,000			119,946,000
Inventories		143,247,000			119,311,000
Prepaid expenses and other current assets		4,437,000			4,625,000
TOTAL CURRENT ASSETS		295,214,000			248,629,000
PROPERTY, PLANT AND EQUIPMENT - NET		4,788,000			3,381,000
OTHER ASSETS:
Cost in excess of net assets acquired		8,079,000			8,332,000
Intangibles - net		3,654,000			-
Deferred tax asset		3,082,000			3,082,000
Other assets		6,035,000			4,055,000
TOTAL ASSETS	$	320,852,000		$	267,479,000
- LIABILITIES AND SHAREHOLDERS’ EQUITY -
CURRENT LIABILITIES:
Accounts payable	$	81,682,000		$	62,410,000
Accrued expenses		12,751,000			8,765,000
Bank credit line		770,000			2,327,000
Income taxes payable		4,709,000			8,179,000
TOTAL CURRENT LIABILITIES		99,912,000			81,681,000
LONG TERM LIABILITIES
Revolving credit line		64,000,000			30,000,000
Due to seller		-			3,378,000
Deferred tax liability		3,878,000			2,725,000
TOTAL LONG TERM LIABILITIES		67,878,000			36,103,000
MINORITY INTEREST IN SUBSIDIARIES		2,266,000			1,948,000
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY:
Preferred stock, $1 par value, 1,000,000 shares authorized; none issued or outstanding		-			-
Common stock, $.0066 par value, 50,000,000 shares authorized; 18,393,314 and 18,158,034 shares issued and outstanding as of November 30, 2007 and February 28, 2007, respectively		121,000			120,000
Additional paid-in capital		54,561,000			53,512,000
Retained earnings		96,200,000			94,102,000
Other accumulated comprehensive (loss) income		(86,000	)		13,000
TOTAL SHAREHOLDERS’ EQUITY		150,796,000			147,747,000
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	320,852,000		$	267,479,000

Nu Horizons Reports Third Quarter Fiscal Year 2008 Results Page 5

EXHIBIT A

Quarterly Analysis of Sales

($ in Thousands)

	FY 2008					FY2007
			% of					% of
	Q3		Total			Q3		Total
Sales by Geographic Area:
North America	$	132,544		62	%	$	136,402		73	%
Asia		58,121		28	%		36,954		20	%
Europe		20,159		10	%		12,724		7	%
	$	210,824		100	%	$	186,080		100	%

	FY 2008					FY 2007
			% of					% of
	YTD		Total			YTD		Total
North America	$	403,664		66	%	$	434,332		76	%
Asia		150,044		25	%		110,781		20	%
Europe		53,019		9	%		22,248		4	%
	$	606,727		100	%	$	567,361		100	%

	FY 2008					FY 2007
			% of					% of
	Q3		Total			Q3		Total
Nu Horizons Core Distribution	$	197,680		94	%	$	171,861		92	%
Systems		13,144		6	%		14,219		8	%
	$	210,824		100	%	$	186,080		100	%

	FY 2008					FY 2007
			% of					% of
	YTD		Total			YTD		Total
Nu Horizons Core Distribution	$	568,639		94	%	$	493,302		87	%
Systems		38,088		6	%		74,059		13	%
	$	606,727		100	%	$	567,361		100	%

Nu Horizons Reports Third Quarter Fiscal Year 2008 Results Page 6

EXHIBIT B

Proforma Effect of Unusual Items:

The table below presents proforma net income and proforma diluted earnings per share which gives effect to the core operating results, excluding material unusual items:

Effect of Unusual Items on Net Income

And Diluted Earnings Per Share

	Quarter Ended November 30, 2007			Nine Months Ended November 30, 2007
	(Unaudited)			(Unaudited)
Reported actual net income (loss)	$	(373,000	)	$	2,098,000
Add: Unusual items net of tax:
Professional fees(1)		1,369,000			1,505,000
Germany Start-Up: net losses(2)		528,000			1,031,000
Interest and penalties related to tax restatement(3)		238,000			1,035,000
Severance(4)		158,000			158,000
Proforma net income	$	1,920,000		$	5,827,000
Proforma diluted earnings per share	$	.10		$	.31
Diluted shares outstanding		18,896,611			19,047,418

Notes:

⁽¹⁾ Professional fees related to the SEC inquiry related to "In the matter of Vitesse Semiconductor" and the restatement of our financial statements previously reported.

⁽²⁾ The Company commenced operations in Germany in fiscal 2008. This investment in Germany is expected to have net losses due to it being a "Start-Up". Net losses are being deducted to arrive at proforma core earnings, excluding our Start-Up investment.

⁽³⁾ Interest and penalties related to income taxes associated with the previously announced restatement of our financial statements.

⁽⁴⁾ Severance cost associated with the domestic reduction in workforce previously announced November 29, 2007.

* * * * *