UNITED STATESTable of Contents

~~SECURITIES~~UNITED STATES 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

~~Pursuant to~~November 12, ~~Section 13 or 15(d) of the Securities Exchange Act of 1934~~2010

~~October~~(Date ~~5, 2010~~of earliest event reported)

~~(Date~~Henry ~~of earliest~~Bros. ~~event~~Electronics, ~~reported)~~Inc.

~~Henry Bros.~~(Exact ~~Electronics,~~Name ~~Inc.~~of Registrant as Specified in its Charter)

(Exact Name of Registrant as Specified in its Charter)


DELAWARE	001-16779	22-3690168

(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

DELAWARE	001-16779	22-3690168
17-01 Pollitt Drive Fair Lawn, NJ	07410	(201) 794-6500
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(Address of principal executive offices)	(Zip Code)	(Registrant’s telephone number including area code)

17-01 Pollitt Drive Fair Lawn, NJ		07410		(201) 794-6500
(Address of principal executive offices)		(Zip Code)		(Registrant's telephone number including area code)

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:

~~Check~~o Written communications pursuant to Rule 425 under the ~~appropriate~~ ~~box~~Securities ~~below~~Act if(17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the ~~Form~~Exchange 8Act (17 CFR 240.14a-K12) ~~filing~~o isPre-commencement ~~intended~~communications pursuant to ~~simultaneously satisfy~~Rule 14d-2(b) under the ~~filing~~Exchange ~~obligation~~Act of(17 ~~the~~CFR ~~registrant~~240.14d-2(b)) ~~under~~o ~~any~~Pre-commencement ofcommunications pursuant to Rule 13e-4(c) under the ~~following provisions:~~Exchange Act (17 CFR 240.13e-4(c))

¨TABLE ~~Written~~OF ~~communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)~~CONTENTS

xItem ~~Soliciting~~1.01 ~~material~~Entry ~~pursuant~~into toa ~~Rule~~Material ~~14a-12~~Definitive ~~under~~Agreement ~~the~~Item ~~Exchange~~2.02. ~~Act~~Results ~~(17~~of ~~CFR~~Operations ~~240~~and Financial Condition Item 9.~~14a~~01. Financial Statements and Exhibits SIGNATURES EXHIBIT INDEX EX-~~12)~~2.1 EX-99.1 EX-99.2 EX-99.3

¨Table Pre-commencementof communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))Contents

¨Item 1.01 ~~Pre-commencement~~Entry ~~communications~~into ~~pursuant~~a toMaterial ~~Rule~~Definitive ~~13e-4(c) under the Exchange Act (17 CFR 240~~Agreement.~~13e-4(c))~~

~~Item~~ On 1November 13, 2010, the Agreement and Plan of Merger (the “Merger Agreement”), dated October 5, 2010, by and among Henry Bros.01 ~~Entry~~Electronics, ~~into~~Inc., a ~~Material~~Delaware corporation (the ~~Definitive~~“Company”), Kratos Defense & Security Solutions, Inc., a Delaware corporation (“Parent”) and Hammer Acquisition Inc., a Delaware corporation and a wholly-owned subsidiary of Parent, was amended to increase the Merger Consideration payable to the Company’s shareholders from $7.00 per share to $8.20 per share (the “Amendment”). Amendments to the Termination Fee and Option Exchange Ratio were made as follows: the Termination Fee was increased from $1,788,000.00 to $2,180,582.00 and the Option Exchange Ratio from 0.6552 to 0.7715. Capitalized terms not defined in this Current Report shall have the meanings set forth in Amendment and the Merger Agreement.

On ~~October~~ 5November 15, 2010, ~~Henry~~the ~~Bros.~~Company ~~Electronics,~~issued ~~Inc.,~~ a ~~Delaware~~press ~~corporation~~release ~~(the "Company"), entered~~announcing ~~into~~that anit ~~Agreement~~had ~~and~~amended ~~Plan of Merger (~~the " Merger Agreement~~") with~~ ~~Kratos Defense & Security Solutions, Inc., a Delaware corporation ("Parent"),~~ and ~~Hammer~~ ~~Acquisition~~announcing ~~Inc.,~~the aresults ~~Delaware corporation and a wholly owned subsidiary~~ of ~~Parent~~ ~~("Merger Sub").~~the ~~The~~“go-shop” ~~Merger Agreement provides that~~process, ~~upon~~including the ~~terms~~receipt ~~and~~of ~~subject to~~a ~~the~~non-binding ~~conditions~~third ~~set~~party ~~forth~~proposal. inA ~~the~~copy ~~Merger~~of ~~Agreement, Merger Sub will be merged with and into~~ the ~~Company,~~press ~~with~~release ~~the~~is ~~Company~~attached ~~continuing~~hereto as ~~the surviving corporation~~Exhibit ~~and a wholly-owned subsidiary of Parent (the "Merger")~~99.1.

~~Pursuant to~~ The ~~the~~foregoing ~~terms~~description of the ~~Merger~~Amendment ~~Agreement,~~is ~~upon~~only ~~consummation~~a ~~of the Merger~~summary, ~~each issued~~does ~~and~~not ~~outstanding~~purport ~~share of Company common stock, other than shares held by any stockholders who are entitled~~ to, ~~and who properly exercise, appraisal rights under Delaware law, will~~ be ~~canceled and extinguished and automatically~~complete ~~converted into the right to receive cash in an amount equal to $7.00, without interest. Any issued~~ and ~~outstanding~~is ~~shares~~qualified ~~of the Company common stock held by the Company, Parent or Merger Sub, or their respective wholly-owned subsidiaries, including shares held~~ in ~~the~~its ~~Company's~~entirety treasury, will be canceled and extinguished without payment of consideration. Options to purchase the Company's common stock which are outstanding ("Assumed Options") immediately prior to the Merger will be assumed by ~~Parent~~reference ~~and converted into options~~ to ~~purchase a number of shares of common stock of Parent equal to~~ the ~~product~~ ~~(rounded~~Amendment, ~~down to the nearest whole share) of (~~a) ~~the~~copy ~~number~~ of ~~shares of Company common stock that could be purchased under the Assumed Options multiplied (b) by 0.6552 (~~which ~~represents~~is ~~the~~filed ~~fraction obtained by dividing~~as $7Exhibit 2.001 byhereto the average closing sales price for one share of Parent common stock on the Nasdaq National Market for the ten (10) trading-day period ending on the first business day immediately preceding the date of the Merger Agreement) (the "Option Exchange Ratio"). The Assumed Options will otherwise have the same terms as in effect prior to the conversion, except that (i) the Assumed Options will be denominated in Parent's common stock rather than the Company's common stock, as appropriately adjusted to reflect the Merger and ~~(ii)~~is ~~the~~incorporated ~~per~~herein ~~share exercise price of each Assumed Option shall be adjusted~~ by ~~dividing such exercise price by the Option Exchange Ratio~~reference.

~~In addition,~~ On ~~concurrently with the execution of the Merger Agreement~~November 17, ~~Richard Rockwell and James Henry and each member of the board of directors~~2010, ~~who collectively held approximately 60% of~~ the Company's ~~issued~~mailed ~~and~~a ~~outstanding common~~supplement ~~stock as of October 5, 2010, have entered into voting agreements whereby they have agreed~~ to ~~vote~~its ~~all~~proxy ~~shares~~statement ofdisclosing the ~~Company's common stock held by them~~ inresults ~~favor~~ of the ~~Merger,~~“go-shop” ~~subject~~process toand ~~termination~~the ofAmendment. ~~such~~The ~~agreements~~supplement ~~if the Merger Agreement~~ is ~~terminated,~~available ~~including~~for ifreview ~~the~~on ~~Merger Agreement is terminated by~~ the ~~Company~~SEC’s toEDGAR ~~accept a superior proposal (as discussed below)~~website-www.sec.gov.

~~The Company~~Item 2.02. ~~has~~Results ~~agreed, among other things and subject to certain exceptions as described in the Merger Agreement, (i) to conduct its business in the ordinary and usual course~~ of ~~business~~Operations and inFinancial ~~a manner consistent with past practice~~Condition during the interim period between the execution of the Merger Agreement and consummation of the Merger, (ii) not to take certain actions or engage in certain transactions during such period, (iii) to cause a stockholder meeting to be held to consider adoption and approval of the Merger Agreement and the Merger, (iv) subject to certain limited exceptions to permit the board of directors to comply with their fiduciary duties, for the Company's board of directors to recommend that the stockholders adopt the Merger Agreement and thereby approve the Merger, and (v) subject to certain limited exceptions to permit the board of directors to comply with their fiduciary duties, not to solicit proposals relating to alternative transactions and, not to enter into discussions or negotiations concerning, or to provide information in connection with, alternative transactions, except during the first 40 days after signing of the Merger Agreement (as discussed below).

~~During the~~ On ~~period beginning on October 5, 2010, and continuing until 11:59 p.m. on~~ November 14 12, 2010 ~~(the "No-Shop Period Start Date")~~, the Company ~~may~~issued ~~solicit~~a ~~alternative~~press ~~acquisition proposals from third parties~~release, ~~provide~~a ~~non-public~~copy ~~information~~of ~~and~~which ~~participate~~is inattached ~~discussions and~~hereto ~~negotiate~~as ~~with third parties with respect to acquisition proposals~~Exhibit 99.2 ~~Starting~~and ~~on the~~is ~~No-Shop~~incorporated ~~Period~~herein ~~Start~~by ~~Date~~reference, announcing the Company’s ~~may~~financial ~~only provide information and~~results ~~participate~~for ~~in discussions with respect to an acquisition proposal if (A) such actions represent~~ the ~~continuation~~quarter ofended ~~discussions related to an~~September ~~acquisition proposal~~30, ~~that was~~2010. ~~submitted~~The ~~to the~~ Company ~~during~~hosted ~~the~~an ~~period~~earnings ~~between~~call ~~the date~~on ~~of the Merger Agreement and the No-Shop Period Start Date or (B) (i) such acquisition proposal was unsolicited and the Company did not knowingly and intentionally violate~~November 15, ~~in any material respect, the non-solicitation provisions~~ ~~in the Merger Agreement~~2010, ~~(ii) such acquisition proposal is~~ a ~~superior~~transcript ~~proposal or is determined in good faith by the board~~ of ~~directors to be reasonably likely to lead to a superior proposal, and (iii) with respect to~~ which ~~the failure~~is toattached ~~furnish~~hereto ~~information~~as toExhibit 99.3 and ~~negotiate~~is ~~with~~incorporated ~~the~~herein ~~third party making such~~by ~~acquisition~~reference, ~~proposal~~announcing ~~would reasonably be expected to be a breach of~~ the ~~board of director'~~Company’s ~~fiduciary~~financial ~~duties~~results tofor the ~~Company's~~quarter ~~stockholders~~ended September 30, 2010.

The Merger Agreement contains customary representations and warranties of the parties and certain termination rights for both the Company and Parent, including the right of the Company to terminate the Merger Agreement to accept a superior proposalItem 9.01. ~~The~~Financial ~~right~~Statements ~~of the Company to terminate the Merger Agreement to accept a superior proposal is subject to the right of Parent to match any such proposal~~ and ~~the payment of a termination fee to Parent equal to~~Exhibits ~~$1,788,000.~~

~~Consummation of the Merger is subject to certain conditions to closing, including, among others,~~ (id) ~~the approval of the holders of a majority of the Company's~~ Exhibits outstanding shares, (ii) the absence of any law, order or injunction prohibiting, or litigation seeking to prohibit, the Merger, (iii) the accuracy of the parties' respective representations and warranties and (iv) the parties' respective compliance with covenants and agreements contained in the Merger Agreement.

The ~~Company~~ ~~expects~~following toexhibits ~~submit~~are ~~the~~filed ~~Merger Agreement and the Merger to its stockholders~~ as ~~promptly~~part ~~as practicable and to close the Merger promptly following the receipt~~ of ~~stockholder~~this ~~approval.~~report:

On October 6, 2010, the Company issued a press release announcing that it had entered into the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1.


2.1		Amendment to the Agreement and Plan of Merger by and among Kratos Defense & Security Solutions, Inc., Hammer Acquisition Inc. and Henry Bros. Electronics, Inc.

99.1		Press Release issued by Henry Bros. Electronics, Inc. dated November 15, 2010

99.2		Press release issued by Henry Bros. Electronics, Inc., dated November 12, 2010

99.3		Transcript of Earnings Call by Henry Bros. Electronics, Inc., held November 15, 2010

~~The foregoing~~Forward-Looking ~~description of the Merger Agreement is only a summary, does not~~Statements ~~purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.~~

This Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-~~Looking~~looking statements are statements that are not historical facts. Words such ~~Statements~~

This CurrentTable Report on Form 8-K contains certain "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. Words such as "expect(s)", "feel(s)", "believe(s)", "will", "may", "anticipate(s)", "intend(s)" and similar expressions are intended to identify such forward-looking statements. These statements include, but are not limited to, the expected timing of the acquisition; the ability of Parent and the Company to close the acquisition; the performance of the parties under the terms of the Merger Agreement and related transaction documents; and statements regarding future performance. All of such information and statements are subject to certain risks and uncertainties, the effects of which are difficult to predict and generally beyond the control of the Company, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include, but are not limited to: (i) uncertainties associated with the acquisition of the Company by Parent, (ii) uncertainties as to the timing of the Merger; (iii) failure to receive approval of the transaction by the stockholders of the Company; (iv) the ability of the parties to satisfy closing conditions to the transaction; (v) changes in economic, business, competitive, technological and/or regulatory factors; and (vi) those risks identified and discussed by the Company in its filings with the SEC. Investors are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. The Company undertakes no obligation to republish or revise forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Investors are also urged to carefully review and consider the various disclosures in the Company's SEC periodic and interim reports, including but not limited to its Annual Report on Form 10-K for the fiscal year ended December 31, 2009, Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2010 and June 30, 2010 and Current Reports on Form 8-K filed from time to time by the Company. All forward-looking statements are qualified in their entirety by this cautionary statement.Contents

~~Additional~~as “expect(s)”, “feel(s)”, “believe(s)”, “will”, “may”, “anticipate(s)”, “intend(s)” and similar ~~Information~~expressions are intended to identify such forward-looking statements. These statements include, but are not limited to, the expected timing of the acquisition; the ability of Parent and ~~Where~~the Company to ~~Find~~close Itthe acquisition; the performance of the parties under the terms of the Merger Agreement and related transaction documents; and statements regarding future performance. All of such information and statements are subject to certain risks and uncertainties, the effects of which are difficult to predict and generally beyond the control of the Company, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include, but are not limited to: (i) uncertainties associated with the acquisition of the Company by Parent, (ii) uncertainties as to the timing of the Merger; (iii) failure to receive approval of the transaction by the stockholders of the Company; (iv) the ability of the parties to satisfy closing conditions to the transaction; (v) changes in economic, business, competitive, technological and/or regulatory factors; and (vi) those risks identified and discussed by the Company in its filings with the SEC. Investors are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. The Company undertakes no obligation to republish or revise forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Investors are also urged to carefully review and consider the various disclosures in the Company’s SEC periodic and interim reports, including but not limited to its Annual Report on Form 10-K for the fiscal year ended December 31, 2009, Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2010, June 30, 2010, September 30, 2010 and Current Reports on Form 8-K filed from time to time by the Company. All forward-looking statements are qualified in their entirety by this cautionary statement.

~~This~~Additional ~~Form 8-K~~Information may be deemed to be proxy solicitation material in respect of the proposed transaction. In connection with the proposed transaction, the Company will file or furnish relevant documents, including a proxy statement, concerning the proposed transaction with the SEC. Investors and ~~stockholders~~Where ~~of the Company are urged~~ to ~~read~~Find ~~the proxy statement and other relevant materials when~~It ~~they become available because they will contain important information about the Company and the proposed transaction. The final proxy statement will be mailed to the Company's stockholders.~~

~~Investors and~~This ~~stockholders~~Form 8-K may ~~obtain~~be adeemed ~~free~~to ~~copy~~be ofproxy ~~the~~solicitation ~~proxy~~material ~~statement~~in ~~and~~respect ~~any~~of ~~other~~the proposed ~~relevant~~transaction. ~~documents~~In ~~filed~~connection orwith ~~furnished~~the byproposed transaction, the Company ~~with~~has ~~the~~filed ~~SEC~~and ~~(when~~furnished ~~available)~~relevant atdocuments, ~~the~~including ~~SEC's~~a ~~web~~proxy ~~site~~statement, atconcerning ~~www.sec.gov. In~~the ~~addition,~~proposed transaction with the ~~investors~~SEC. Investors and stockholders ~~may~~of ~~obtain~~the ~~free~~Company ~~copies~~are ofurged to read the ~~documents~~proxy ~~filed~~statement ~~with~~and other ~~the~~relevant ~~SEC~~materials bybecause ~~the~~they ~~Company~~will bycontain ~~contacting~~important information about the Company's ~~Corporate~~and ~~Secretary~~the proposed attransaction. ~~(201) 794-6500~~The orfinal byproxy ~~going~~statement was mailed to the ~~SEC~~Company’s ~~Filings~~stockholders ~~website~~on ~~portion~~or about ofNovember 10, 2010. The proxy supplement was mailed to the Company'’s ~~website at~~stockholders ~~http://www~~on Nov.~~hbe-inc~~ 17, 2010.~~com.~~

~~The Company~~Investors and ~~its~~stockholders ~~directors and certain executive officers~~ may beobtain ~~deemed~~a tofree ~~be participants~~copy inof the ~~solicitation~~proxy ofstatement ~~proxies~~and ~~from~~any ~~the~~other ~~Company's stockholders in~~relevant ~~respect~~documents offiled ~~the~~or ~~proposed~~furnished ~~transaction. Information~~by ~~about~~ the ~~directors and~~Company ~~executive~~with ~~officers of~~ the ~~Company~~SEC ~~and~~at ~~their respective interests in~~ the ~~Company~~ bySEC’s ~~security~~web ~~holdings~~site orat ~~otherwise~~www.sec.gov. ~~will be set forth in the proxy~~In ~~statement~~addition, ~~that~~investors ~~will~~and bestockholders ~~filed by Company with the SEC. Stockholders~~ may obtain ~~additional~~free ~~information~~copies ~~regarding the interests~~ of the ~~Company~~documents ~~and~~filed ~~its directors~~with ~~and executive officers in~~ the ~~Merger,~~SEC ~~which may be different than~~by ~~those of~~ the Company's ~~stockholders generally,~~ by ~~reading~~contacting the ~~proxy~~Company’s ~~statement and~~Corporate ~~other~~Secretary ~~relevant~~at ~~documents~~(201) 794-6500 ~~regarding~~or ~~the~~by ~~Merger,~~going ~~when~~to ~~filed with~~ the SEC~~. Each~~ ofFilings ~~these~~website ~~documents~~portion ~~is,~~of orthe ~~will~~Company’s ~~be,~~website ~~available~~at ~~as described above~~http://www.hbe-inc.com.

~~Item~~The Company and its directors and certain executive officers may be deemed to be participants in 9the solicitation of proxies from the Company’s stockholders in respect of the proposed transaction.01 ~~Financial~~Information ~~Statements~~about the directors and ~~Exhibits.~~executive officers of the Company and their

(d)Table Exhibitsof Contents

2respective interests in the Company by security holdings or otherwise will be set forth in the proxy statement that will be filed by Company with the SEC.1 ~~Agreement~~Stockholders ~~and~~may ~~Plan~~obtain additional information regarding the interests of ~~Merger~~the byCompany and ~~among~~its ~~Kratos~~directors ~~Defense~~and &executive ~~Security~~officers ~~Solutions~~in the Merger, ~~Inc.~~which may be different than those of the Company’s stockholders generally, ~~Hammer~~by ~~Acquisition~~reading ~~Inc.~~the proxy statement and ~~Henry~~other ~~Bros.~~relevant ~~Electronics,~~documents ~~Inc~~regarding the Merger filed with the SEC. Each of these documents is, ~~dated~~or ~~October~~will 5be, 2010*available as described above.

99Item 9.101 ~~Press~~Financial ~~Release~~Statements ~~issued~~and ~~by Henry Bros~~Exhibits. ~~Electronics, Inc. dated October 6, 2010~~

* The Company has omitted exhibits and disclosure schedules in accordance with Regulation S-K 601(bd)~~(2). The~~ ~~Company will furnish the omitted exhibits and disclosure schedules to the SEC upon request.~~Exhibits

SIGNATURES


2.1		Amendment to the Agreement and Plan of Merger by and among Kratos Defense & Security Solutions, Inc., Hammer Acquisition Inc. and Henry Bros. Electronics, Inc.

99.1		Press Release issued by Henry Bros. Electronics, Inc. dated November 15, 2010

99.2		Press release issued by Henry Bros. Electronics, Inc., dated November 12, 2010

99.3		Transcript of Earnings Call by Henry Bros. Electronics, Inc., held November 15, 2010

Pursuant toTable 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.Contents

	Henry Bros. Electronics, Inc.
Date: October 8, 2010	By: /s/ James E. Henry
	Name: James E. Henry
	Title: Chief Executive Officer and Treasurer

SIGNATURES

~~EXHIBIT~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused ~~INDEX~~this report to be signed on its behalf by the undersigned hereunto duly authorized.

2.1		Agreement and Plan of Merger by and among Kratos Defense & Security Solutions, Inc., Hammer Acquisition Inc. and Henry Bros. Electronics, Inc., dated as of October 5, 2010*
	Henry Bros. Electronics, Inc.
99.1		Press Release issued by Henry Bros. Electronics, Inc. dated October 6, 2010
Date: November 18, 2010	By:	/s/ James E. Henry
	Name:		James E. Henry
	Title:		Chief Executive Officer and Treasurer

* The CompanyTable hasof omitted exhibits and disclosure schedules in accordance with Regulation S-K 601(b)(2). The Company will furnish the omitted exhibits and disclosure schedules to the SEC upon request.Contents

EXHIBIT INDEX


2.1		Amendment to the Agreement and Plan of Merger by and among Kratos Defense & Security Solutions, Inc., Hammer Acquisition Inc. and Henry Bros. Electronics, Inc.

99.1		Press Release issued by Henry Bros. Electronics, Inc. dated November 15, 2010

99.2		Press release issued by Henry Bros. Electronics, Inc., dated November 12, 2010

99.3		Transcript of Earnings Call by Henry Bros. Electronics, Inc., held November 15, 2010

Filing Compare · Henry Bros. Electronics, Inc.