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): October 8, 2008

Nu Horizons Electronics Corp.

(Exact name of registrant as specified in its charter)

DELAWARE	1-8798	11-2621097
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer 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 October 8, 2008, the Registrant issued a press release announcing the Registrant’s financial results for the fiscal quarter and period ended August 31, 2008. 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 October 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.
	(Registrant)
Date: October 8, 2008	By:	/s/ Kurt Freudenberg
		Name:   Kurt Freudenberg
		Title:Chief Financial Officer

EX-99.1

70 Maxess Road ▪ Melville, NY 11747

631-396-5000 ▪ Fax: 631-396-3016

FOR IMMEDIATE RELEASE

NU HORIZONS ELECTRONICS CORP. REPORTS

SECOND QUARTER FISCAL YEAR 2009 RESULTS

MELVILLE, NY, October 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 second quarter and six months ended August 31, 2008.

Net sales for the quarter ended August 31, 2008, increased 14.3 percent to $211,813,000 as compared to $185,369,000 for the comparable period last year. This increase resulted primarily from continued growth in the company’s core electronics distribution business in the Asia-Pacific region, as well as from significant end-of-life sales in its systems business in North America. Net income for the quarter was $192,000, or $0.01 per diluted share, as compared to a net income of $783,000, or $0.04 per diluted share for the second quarter of the prior year.

For the six months ended August 31, 2008, net sales increased 14.2 percent to $411,965,000 from $360,601,000 in the comparable period last year. Net income for the first half of fiscal 2009 was $1,347,000, or $0.07 per diluted share, compared to net income of $2,471,000, or $0.13 per diluted share in the same period last year.

The decline in net income in fiscal 2009 during both the three- and six-month periods was primarily due to professional fees related to the SEC investigation entitled “In the Matter of Vitesse Semiconductor Corp.,” as well as the related internal investigation being conducted by the company’s audit committee. Management believes the audit committee's internal investigation is nearing completion and, consequently, expects total monthly costs to decline by the end of fiscal 2009. In addition, the company incurred severance costs during the second quarter of fiscal 2009 as a result of its previously announced decision to consolidate its Melville, New York warehouse into an expanded Mississippi warehouse. This consolidation plan is expected to be completed in January 2009 and to result in estimated recurring annual savings of $1,100,000, excluding approximately $500,000 of warehouse consolidation costs, primarily consisting of severance. On a proforma basis, excluding unusual items, the diluted earnings per share would have been $0.09 for the second quarter of fiscal 2009 and $0.17 for the six-month period compared to $0.08 and $0.20, respectively, for the prior year periods (see Exhibit B).

According to Arthur Nadata, Nu Horizons’ chairman of the board and chief executive officer, sales in the company’s core distribution business grew 6.9 percent to $185,502,000 during the second quarter of fiscal 2009 compared to $173,543,000 in the prior year period.

Nu Horizons Electronics Corp. Reports Second Quarter Fiscal Year 2009 Results Page 2

“While growth in our core electronics distribution business slowed during the second quarter, primarily due to the current weakness in worldwide demand and the economic uncertainty in the U.S., we expect growth in our core business over the longer term to outperform industry growth rates. The strongest performance continued to be in the Asia-Pacific region where sales grew 40.9 percent to $56,385,000 in the second quarter compared to $40,021,000 in the second quarter of fiscal 2008. Growth in Europe was particularly strong in Germany, although this growth was offset by significant weakness in the U.K., primarily resulting from softening in that market,” Nadata said.

Since 2006, Nu Horizons has made several key acquisitions in the European market including the recently announced acquisition of C-88 AS in Denmark on September 9, 2008, which had approximately $18.0 million in sales for the 12-month period ended April 30, 2008, and is expected to be accretive to Nu Horizons' fiscal 2009 net income.

“Despite some current weakness, we believe the European market represents an important growth opportunity for us. With our increased presence in the UK, Germany, Austria, Poland, Hungary, the Czech Republic and now the Nordic region, we believe we are in a strong position to grow as these markets expand over time," Nadata said.

A comparison of sales by geographic area is included on Exhibit A below.

“Sales from our systems business increased to $26,311,000 in the second quarter from $11,826,000 during the same period in fiscal 2008, primarily driven by significant sales of end-of-life products, which generally have lower margins. We do not believe that the company will have significant additional end-of life product sales such as these in upcoming quarters. Going forward, we believe our focus on higher margin business with mid-tier customers and our previously discussed addition of IBM as a supplier provide an important opportunity for us to rebuild our systems business with improved operating margins,” he said.

The company continues to be successful in growing its demand creation business aimed at working with its customers - the manufacturers of electronic equipment - to bring increasingly complex solutions to market more quickly by providing customers with engineering expertise related to technology solutions available from Nu Horizons’ broad array of suppliers.

According to Nadata, total design win revenue in the second quarter of fiscal 2009 increased 19.0 percent to $50,593,000 compared to $42,516,000 in the prior year period, while design registrations increased 14.0 percent year-over-year. For the first six months of the current fiscal year, design win revenue increased 15.5 percent to $97,070,000 from $84,079,000 from the prior year, while the number of design registrations increased 45.0 percent compared to fiscal 2008.

At August 31, 2008, the company had $204,040,000 of working capital and approximately $56,000,000 of cash available under its credit agreements. The company anticipates that its resources provided by its cash flow from operations and credit agreements will be sufficient to meet its capital requirements for at least the next twelve months.

Nu Horizons Electronics Corp. Reports Second Quarter Fiscal Year 2009 Results Page 3

Certain Non-GAAP Financial Information

In addition to disclosing results that are determined in accordance with Generally Accepted Accounting Principles ("GAAP"), the company provides certain non-GAAP financial information relating to net income and net income per diluted share, each as adjusted for certain expenses that the company believes impact the comparability of its results of operations. These expenses arise from professional fees related to the SEC investigation entitled, "In the Matter of Vitesse Semiconductor Corp." and the related internal investigation being conducted by the company's audit committee, as well as costs related to the company's warehouse consolidation. A reconciliation of the company's non-GAAP financial information to GAAP is set forth in Exhibit B.

The company believes that such non-GAAP financial information is useful to investors to assist in assessing and understanding the company's operating performance and underlying trends in the company's business because management considers the expenses referred to above to be outside the company's normal operating results. This non-GAAP financial information is among the indicators management uses as a basis for evaluating the company's financial and operating performance.

The presentation of this additional non-GAAP financial information is not meant to be considered in isolation or as a substitute for, or alternative to, operating income, net income and net income per diluted share determined in accordance with GAAP. Analysis of results and outlook on a non-GAAP basis should be used as a complement to, and in conjunction with, data presented in accordance with GAAP.

A conference call to further discuss earnings will be held today at 4:30 pm Eastern time. The call can be accessed by dialing 1-877-879-6184, (international, dial 1-719-325-4794). The teleconference ID number is 4383799. A rebroadcast of the call will be available beginning at 8:30 pm Eastern time on October 8, 2008 until 12:00am on October 15, 2008 at 1-888-203-1112 (international, dial 1-719-457-0820). Please refer to confirmation code 4383799. A webcast of the call will also be available, online (both live and after the call), at www.nuhorizons.com.

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 54 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

Nu Horizons Electronics Corp. Reports Second Quarter Fiscal Year 2009 Results Page 4

consumer spending for electronic products, the amount of sales of the company’s products, the competitive environment within the electronics industry, the ability of Nu Horizons to integrate C-88 AS’ operations, 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, the current economic and credit crisis and risks and costs related to the pending Vitesse-related SEC and related internal investigations. Investors are also directed to consider other risks, costs 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 Contacts:

Kurt Freudenberg

Executive Vice President & Chief Financial Officer

Nu Horizons Electronics Corp.

kurt.freudenberg@nuhorizons.com

631-396-5000

Connie Chandler

Investor Relations

connie.chandler@nuhorizons.com

212-842-4698

(Tables Follow)

Nu Horizons Electronics Corp. Reports Second Quarter Fiscal Year 2009 Results Page 5

NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended						For the Six Months Ended
	August 31, 2008			August 31, 2007			August 31, 2008			August 31, 2007
NET SALES	$	211,813,000		$	185,369,000		$	411,965,000		$	360,601,000
COSTS AND EXPENSES:
Cost of sales		180,969,000			154,272,000			350,195,000			299,902,000
Operating expenses		29,277,000			27,884,000			57,424,000			53,545,000
		210,246,000			182,156,000			407,619,000			353,447,000
OPERATING INCOME		1,567,000			3,213,000			4,346,000			7,154,000
OTHER (INCOME) EXPENSE
Interest expense		882,000			1,047,000			1,816,000			1,975,000
Interest income		(2,000	)		(5,000	)		(4,000	)		(20,000	)
		880,000			1,042,000			1,812,000			1,955,000
INCOME BEFORE PROVISION FOR INCOME TAXES AND MINORITY INTERESTS		687,000			2,171,000			2,534,000			5,199,000
Provision for income taxes		403,000			1,286,000			976,000			2,536,000
INCOME BEFORE MINORITY INTERESTS		284,000			885,000			1,558,000			2,663,000
Minority interest in earnings of subsidiaries		92,000			102,000			211,000			192,000
NET INCOME	$	192,000		$	783,000		$	1,347,000		$	2,471,000
NET INCOME PER COMMON SHARE:
Basic	$	.01		$	.04		$	.07		$	.14
Diluted	$	.01		$	.04		$	.07		$	.13
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic		18,066,923			18,371,908			18,019,381			18,295,096
Diluted		18,206,320			19,237,927			18,246,377			19,130,479

Nu Horizons Electronics Corp. Reports Second Quarter Fiscal Year 2009 Results Page 6

NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

	August 31, 2008			February 29, 2008
	(unaudited)
- ASSETS -
CURRENT ASSETS:
Cash	$	9,038,000		$	3,886,000
Accounts receivable - net of allowance for doubtful accounts of $4,049,000 and $4,269,000 as of August 31, 2008 and February 29, 2008, respectively		143,582,000			150,270,000
Inventories		136,314,000			122,761,000
Deferred tax asset		3,135,000			3,135,000
Prepaid expenses and other current assets		5,272,000			4,306,000
TOTAL CURRENT ASSETS		297,341,000			284,358,000
PROPERTY, PLANT AND EQUIPMENT - NET		5,016,000			4,529,000
OTHER ASSETS:
Cost in excess of net assets acquired		10,090,000			9,925,000
Intangibles - net		2,398,000			2,500,000
Other assets		5,111,000			5,101,000
TOTAL ASSETS	$	319,956,000		$	306,413,000
- LIABILITIES AND SHAREHOLDERS’ EQUITY -
CURRENT LIABILITIES:
Accounts payable	$	79,992,000		$	67,306,000
Accrued expenses		9,389,000			8,615,000
Due to seller		-			3,245,000
Bank credit line		3,920,000			603,000
Income taxes payable		-			133,000
TOTAL CURRENT LIABILITIES		93,301,000			79,902,000
LONG TERM LIABILITIES
Revolving credit lines		66,200,000			69,300,000
Executive retirement plan		2,042,000			1,684,000
Deferred tax liability		2,094,000			2,072,000
TOTAL LONG TERM LIABILITIES		70,336,000			73,056,000
MINORITY INTEREST IN SUBSIDIARIES		2,473,000			2,261,000
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; 18,589,450 and 18,392,457 shares issued and outstanding as of August 31, 2008 and February 29, 2008, respectively		122,000			121,000
Additional paid-in capital		55,906,000			54,979,000
Retained earnings		97,968,000			96,621,000
Other accumulated comprehensive (loss)		(150,000	)		(527,000	)
TOTAL SHAREHOLDERS’ EQUITY		153,846,000			151,194,000
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	319,956,000		$	306,413,000

Nu Horizons Electronics Corp. Reports Second Quarter Fiscal Year 2009 Results Page 7

EXHIBIT A

Sales by Geographic Area

($ in Thousands)

	FY 2009
	YTD		% of Total		Q2		% of Total		Q1		% of Total
North America	$	269,284		65.4	$	138,927		65.6	$	130,357		65.1
Asia		109,332		26.5		56,385		26.6		52,947		26.5
Europe		33,349		8.1		16,501		7.8		16,848		8.4
	$	411,965		100.0	$	211,813		100.0	$	200,152		100.0

	FY 2008
	YTD		% of Total		Q2		% of Total		Q1		% of Total
North America	$	260,601		72.3	$	128,891		69.5	$	131,710		75.2
Asia		72,449		20.1		40,021		21.6		32,428		18.5
Europe		27,551		7.6		16,457		8.9		11,094		6.3
	$	360,601		100.0	$	185,369		100.0	$	175,232		100.0

* * * *

Nu Horizons Electronics Corp. Reports Second Quarter Fiscal Year 2009 Results Page 8

EXHIBIT B

Pro-forma Effect of Unusual Items:

The table below presents pro-forma net income and pro-forma diluted earnings per share, for all periods presented, 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 August 31, 2008		Quarter Ended August 31, 2007
	(Unaudited)		(Unaudited)
Reported actual net income	$	192,000	$	783,000
Add: Unusual items net of tax:
Professional fees(1)		1,161,000		241,000
Interest and penalties related to tax restatement(2)		--		560,000
Warehouse consolidation charges(3)		205,000		--
Pro-forma net income	$	1,558,000	$	1,584,000
Pro-forma diluted earnings per share	$	0.09	$	0.08
Diluted shares outstanding		18,206,320		19,237,927

	Six Months Ended August 31, 2008		Six Months Ended August 31, 2007
	(Unaudited)		(Unaudited)
Reported actual net income	$	1,347,000	$	2,471,000
Add: Unusual items net of tax:
Professional fees(1)		1,620,000		471,000
Interest and penalties related to tax restatement(2)		--		797,000
Warehouse consolidation charges(3)		205,000		--
Pro-forma net income	$	3,172,000	$	3,739,000
Pro-forma diluted earnings per share	$	0.17	$	0.20
Diluted shares outstanding		18,246,377		19,130,479

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

⁽³⁾ Severance costs and accelerated depreciation associated with the warehouse consolidation project previously announced July 9, 2008.