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, 2009

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 October 8, 2009, the Nu Horizons Electronics Corp. (the “Company”) issued a press release announcing the Company’s financial results for the fiscal quarter ended August 31, 2009.  A copy of the Company’s press release is attached hereto as Exhibit 99.1.

As provided in General Instruction B.2 to Form 8-K, the information contained in Item 2.02 and Exhibit 99.1 of this Current Report on Form 8-K is being furnished to the Securities and Exchange Commission and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure.

On October 8, 2009, at 4:30 p.m. Eastern time, the Company will hold a conference call to discuss its financial results for the fiscal quarter ended August 31, 2009.  This scheduled call and instructions for accessing the call were previously announced in a press release issued by the Company on August 21, 2009 and again in the press release that was issued on October 8, 2009, which is attached as Exhibit 99.1 hereto.

A replay of the investor conference will be accessible for a period of 60 days through a link under the Investor Relations section of the Company’s website at www.nuhorizons.com. and a transcript of the call will be posted on the Company’s website for at least twelve months after the date of the call on the Company’s website at www.nuhorizons.com.

As provided in General Instruction B.2 to Form 8-K, the information contained in Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K is being furnished to the Securities and Exchange Commission and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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, 2009

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, 2009	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

FINANCIAL RESULTS FOR THE

SECOND QUARTER AND SIX MONTHS OF FISCAL YEAR 2010

MELVILLE, NY, October 8, 2009 - -- Nu Horizons Electronics Corp. (Nasdaq/NM: NUHC), a leading distributor of active and passive electronic components, today reported financial results for the second quarter and six months of fiscal 2010 ended August 31, 2009.

Net sales for the quarter ended August 31, 2009 were $156,600,000 as compared to $211,813,000 for the comparable period last year, a decrease of 26.1%.  Net income for the quarter was $543,000 or $0.03 per diluted share as compared to net income of $192,000 or $0.01 per diluted share for the second quarter of the prior year.  The current quarter included a tax benefit of $0.07 per diluted share primarily related to a net operating loss and foreign income taxed at lower rates than the U.S.  Sequentially, net sales for the quarter ended August 31, 2009 increased $8,841,000 or 6.0%, from $147,759,000 in the first quarter of fiscal 2010.  Sequentially, for the current quarter ended August 31, 2009, growth in North America and Asia was $9,919,000 (11.9%) and $2,001,000 (4.4%), respectively, which was partially offset by a $3,079,000 (16.3%) decline in Europe.

For the six months ended August 31, 2009, net sales decreased to $304,360,000 or 26.1% from $411,965,000 in the comparable period last year.  The net loss for the six-month period was $401,000 or $0.02 per diluted share (including a tax benefit of $0.08 per diluted share) compared to net income of $1,347,000 or $0.07 per diluted share in the prior year.

Net of tax, the effect on diluted earnings per share related to professional fees associated with the ongoing SEC investigation of Vitesse Semiconductor Corp. was $0.01 and $0.06 for the three months and $0.02 and $0.08 for the six months ended August 31, 2009 and 2008, respectively.

Gross profit in the second quarter of fiscal 2010 decreased 27.1% compared to the prior comparable period.  The decline in gross profit is attributed to lower sales, as well as a change in the product mix to include a higher volume of lower margin business.  However, sequential gross profit increased $1,437,000 or 6.8% on the sequential increase in sales.

Arthur Nadata, Executive Chairman and Interim Chief Executive Officer of Nu Horizons stated, "During the second quarter economic conditions remained challenging but we are encouraged by the modest sequential increase in sales over the prior quarter.  Visibility remains unclear for the remainder of the year, however based on an improved backlog and previously announced new business initiatives, we believe the company is poised for improving financial performance compared to recent prior periods subject to the world economy continuing to emerge from the deep recession.  In August, we became a North American Alcatel-Lucent Master Distributor, which is expected to provide us the opportunity to elevate our Systems division by broadening our marketplace beyond the OEM community.  We continue to focus on cost-saving initiatives combined with our aggressive sales efforts.  Selling, general and administrative expenses decreased $6,425,000 or 22.0% over the second quarter of fiscal 2009 and $12,879,000 or 22.4% from the six month period ended August 31, 2008.  The decrease in selling, general and administrative expenses is primarily due to lower commission expenses as a result of lower sales, combined with cost-cutting initiatives instituted in the third and fourth quarter of fiscal 2009, including a reduction in workforce in both the third and fourth quarters of fiscal 2009, a salary reduction program implemented in the fourth quarter of fiscal 2009, a mandatory furlough program in both the first and second quarters of fiscal 2010, and a decrease in other operating expenses, including professional fees related to the ongoing SEC investigation of Vitesse."

Nu Horizons Electronics Corp. Reports Financial Results
for the Second Quarter and Six Months of Fiscal Year 2010	Page 2

"In the six months ended August 31, 2009, the company generated $18,329,000 of cash from operations and approximately $3,243,000 of debt was repaid.  We have a strong balance sheet and at August 31, 2009, the company had $146,994,000 in working capital including $19,046,000 of cash on hand," added Kurt Freudenberg, Executive Vice President and Chief Financial Officer.

A conference call to further discuss earnings will be held today at 4:30 pm ET.  The conference call may be accessed by dialing 1-800-263-8506 (international, dial 1-719-457-2665) and providing the passcode 7400008.  Listeners can also access the webcast live through the company's website at www.nuhorizons.com.  The webcast will be archived on the company’s website for 60 days following the call. An audio replay of the conference call will be available for seven days beginning at 7:30 p.m. Eastern time on October 8, 2009.  The audio replay dial-in number for North America is 1-888-203-1112 and 1-719-457-0820 for international callers.  The replay passcode is 7400008.  A transcript of the call will remain available on the company's website.

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 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 and costs related to the pending Vitesse-related SEC investigation.  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

Executive Vice President and Chief Financial Officer

Nu Horizons Electronics Corp.

kurt.freudenberg@nuhorizons.com

631-396-5000

(Tables Follow)

Nu Horizons Electronics Corp. Reports Financial Results
for the Second Quarter and Six Months of Fiscal Year 2010	Page 3

NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended						For the Six Months Ended
	August 31, 2009			August 31, 2008			August 31, 2009			August 31, 2008
NET SALES		$156,600,000			$211,813,000			$304,360,000			$411,965,000
COSTS AND EXPENSES:
Cost of sales		134,125,000			180,969,000			260,846,000			350,195,000
Selling, general and administrative expenses		22,852,000			29,277,000			44,545,000			57,424,000
		156,977,000			210,246,000			305,391,000			407,619,000
OPERATING (LOSS) INCOME		(377,000	)		1,567,000			(1,031,000	)		4,346,000
OTHER EXPENSE (INCOME)
Interest expense		270,000			882,000			693,000			1,816,000
Interest income		(7,000	)		(2,000	)		(10,000	)		(4,000	)
		263,000			880,000			683,000			1,812,000
(LOSS) INCOME BEFORE (BENEFIT) PROVISION FOR INCOME TAXES AND NONCONTROLLING INTEREST		(640,000	)		687,000			(1,714,000	)		2,534,000
(Benefit) provision for income taxes		(1,253,000	)		403,000			(1,414,000	)		976,000
CONSOLIDATED NET INCOME (LOSS)		613,000			284,000			(300,000	)		1,558,000
Net income attributable to noncontrolling interest		70,000			92,000			101,000			211,000
NET INCOME (LOSS) ATTRIBUTED TO NU HORIZONS ELECTRONICS CORP.		$543,000			$192,000			$(401,000	)		$1,347,000
NET INCOME (LOSS) PER COMMON SHARE ATTRIBUTABLE TO NU HORIZONS ELECTRONICS CORP.
Basic		$.03			$.01			$(.02	)		$.07
Diluted		$.03			$.01			$(.02	)		$.07
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic		18,103,244			18,066,923			18,095,668			18,019,381
Diluted		18,156,640			18,206,320			18,095,668			18,246,377

(more)

Nu Horizons Electronics Corp. Reports Financial Results
for the Second Quarter and Six Months of Fiscal Year 2010	Page 4

NU HORIZONS ELECTRONICS CORP. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

	August 31, 2009		February 28, 2009
	(unaudited)
- ASSETS -
CURRENT ASSETS:
Cash		$19,046,000		$4,793,000
Accounts receivable – net of allowance for doubtful accounts of  $3,310,000 and $3,438,000 as of August 31, 2009 and February 28, 2009, respectively		106,324,000		111,572,000
Inventories		85,917,000		107,877,000
Deferred tax asset		5,172,000		3,323,000
Prepaid expenses and other current assets		4,853,000		4,979,000
TOTAL CURRENT ASSETS		221,312,000		232,544,000
PROPERTY, PLANT AND EQUIPMENT – NET		4,828,000		4,827,000
OTHER ASSETS:
Cost in excess of net assets acquired		5,022,000		5,020,000
Intangibles – net		3,573,000		3,742,000
Other assets		4,268,000		5,222,000
TOTAL ASSETS		$239,003,000		$251,355,000
- LIABILITIES AND SHAREHOLDERS’ EQUITY -
CURRENT LIABILITIES:
Accounts payable		$57,747,000		$67,133,000
Accrued expenses		7,730,000		8,498,000
Bank debt		7,365,000		8,450,000
Income taxes payable		1,476,000		1,322,000
TOTAL CURRENT LIABILITIES		74,318,000		85,403,000
LONG TERM LIABILITIES
Bank debt		13,000,000		14,950,000
Deferred tax liability		1,899,000		1,903,000
Other long term liabilities		2,939,000		2,590,000
TOTAL LONG TERM LIABILITIES		17,838,000		19,443,000
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; 18,517,379 and 18,578,946 shares issued and outstanding as of August 31, 2009 and February 28, 2009, respectively		122,000		122,000
Additional paid-in capital		56,937,000		56,386,000
Retained earnings		86,985,000		87,386,000
Other accumulated comprehensive income		170,000		83,000
Total Shareholders’ Equity		144,214,000		143,977,000
Noncontrolling interest		2,633,000		2,532,000
TOTAL EQUITY		146,847,000		146,509,000
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$239,003,000		$251,355,000

Nu Horizons Electronics Corp. Reports Financial Results
for the Second Quarter and Six Months of Fiscal Year 2010	Page 5

EXHIBIT A

Quarterly Sales Analysis

($ in Thousands)

	FY 2010
	YTD		% of Total		Q2	% of Total		Q1	% of Total
North America		$177,273		58.2	$93,596		59.8	$83,677		56.6
Asia		92,401		30.4	47,201		30.1	45,200		30.6
Europe		34,686		11.4	15,803		10.1	18,882		12.8
		$304,360		100.0	$156,600		100.0	$147,759		100.0

	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