UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~ Earliest Event Reported): March 25, 2011

Date of Report (Date of Earliest Event Reported): February 7, 2011

HERLEY INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-5411	23-2413500
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
3061 Industry Drive, Lancaster, PA		17603
(Address of principal executive offices)		(Zip Code)

3061 Industry Drive, Lancaster, PA		17603
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 717-397-2777

N/A Former name, former address, and former fiscal year, if changed since last report

Former name, former address, and former fiscal year, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to satisfy the filing obligation of 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 15.01 ~~Entry~~Changes ~~into~~in aControl ~~Material~~of ~~Definitive Agreement~~Registrant.

OnAs previously disclosed, on February 7, 2011, Herley Industries, Inc., a Delaware corporation (~~“Herley” or~~ the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Kratos Defense & Security Solutions, ~~Inc.,~~ a Delaware corporation (“Parent”), and Lanza Acquisition Co., a Delaware corporation and an indirect, wholly-owned subsidiary of Parent (“Merger Sub”). Pursuant to the terms and conditions of the Merger Agreement and the Offer to Purchase filed by Parent and Merger Sub on February 25, 2011 (which, together with all amendments and supplements thereto, the “Offer to Purchase”), Parent and Merger Sub commenced a cash tender offer (the “Offer”) on February 25, 2011 to acquire all of the issued and outstanding shares of common stock of the Company, par value $.10 per share (the “Shares”), at a price of $19.00 per share (the “Offer Price”) in cash, without interest and less any required withholding taxes.

~~Pursuant~~On March 25, 2011, Parent announced the expiration of the initial offering period of the Offer, which expired at 12:00 midnight, New York City time, on March 24, 2011 (the end of the day on March 24, 2011). According to Wells Fargo Bank, National Association, the ~~Merger~~depositary ~~Agreement~~for the Offer (the “Depositary”), ~~upon~~as of the ~~terms~~expiration of the initial offering period, a total of 13,225,532 Shares were validly tendered and ~~subject~~not properly withdrawn, representing approximately 93.7% of the Shares outstanding. This includes 302,994 Shares representing approximately 2.1% of the Shares outstanding which were tendered under the guaranteed delivery procedures described in the Offer to Purchase. The tendered shares represent approximately 84.7% of the ~~conditions~~Shares ~~thereof:~~outstanding on a fully-diluted basis. All shares that were validly tendered and not withdrawn have been accepted for purchase and payment, and all holders of these shares will be paid promptly. The aggregate purchase price to be paid by Merger Sub for such Shares is approximately $251.3 million. In order to finance the Offer and the Merger, Merger Sub will use funds received in connection with the sale of $285 million in bonds underwritten by Jefferies & Company, Inc., KeyBanc Capital Markets Inc. and Oppenheimer & Co. Inc. As a result of the completion of the initial offering period of the Offer, a change in control of the Company occurred and the Company has become an indirect subsidiary of Parent.

•On March 25, 2011, Merger Sub ~~will~~commenced ~~commence~~ a ~~tender~~subsequent ~~offer~~offering (period of the “Offer”) nofor ~~later~~all ~~than~~remaining ~~February~~untendered ~~25,~~Shares. ~~2011~~The tosubsequent ~~acquire~~offering ~~all~~period ofwill ~~the~~expire ~~outstanding~~at ~~shares~~12:00 midnight (New York City time) on March 29, 2011 (which is the end of ~~common~~day ~~stock~~on March 29, $02011), unless extended.10 ~~par~~Any ~~value~~Shares ~~per~~properly ~~share,~~tendered ofduring the ~~Company~~subsequent ~~(“Company~~offering ~~Common~~period ~~Stock”)~~will atbe aimmediately ~~purchase~~accepted ~~price~~for ofpayment, and tendering stockholders will be paid $19.00 per ~~share~~Share ~~net~~in tocash, without interest and less any required withholding taxes, which is the ~~holders~~same ~~thereof~~amount per Share that was paid in ~~cash,~~the ~~without~~initial ~~interest~~offering (period. Shares tendered during the ~~“Offer~~subsequent ~~Price”)~~offering period may not be withdrawn. In addition, ~~subject~~no toShares ~~applicable~~validly ~~withholding~~tendered ~~taxes;~~during ~~and~~the initial offering period may be withdrawn during the subsequent offering period.

•After asexpiration ~~soon~~of asthe ~~practicable~~subsequent ~~after~~offering period, the ~~consummation~~Company ofexpects ~~the~~Parent ~~Offer~~to ~~and~~complete ~~subject~~the toacquisition of the ~~satisfaction~~Company orthrough ~~waiver~~a ofshort-form ~~certain~~merger ~~conditions~~under ~~set~~Delaware ~~forth~~law in ~~the~~which ~~Merger~~Shares ~~Agreement,~~not ~~Merger~~purchased ~~Sub~~in ~~will~~the ~~merge~~Offer ~~with~~will ~~and~~be converted into the ~~Company~~right ~~(the~~to ~~“Merger”)~~receive ~~with~~$19.00 ~~the~~per ~~Company~~share ~~continuing~~in ascash, without interest. Pursuant to the ~~surviving~~merger, ~~corporation~~the ~~and~~Company anwill ~~indirect~~become a wholly- owned subsidiary of Parent and the Shares will cease to be traded on the NASDAQ Global Select Market.

The ~~Offer~~description ~~will~~of ~~remain~~the ~~open~~Merger ~~for~~Agreement 20set ~~business~~forth ~~days,~~above ~~subject~~does not purport to ~~periods~~be ofcomplete ~~extension~~and ~~through~~is ~~June 30,~~qualified ~~2011~~in ifits ~~the~~entirety ~~conditions~~by reference to the ~~Offer~~ ~~have~~Merger ~~not~~Agreement, ~~been~~which ~~satisfied~~was atfiled by the ~~end~~Company ofas ~~any~~Exhibit 2.1 ~~Offer period (subject~~ to the ~~parties~~Company’s ~~termination~~Current ~~rights~~Report ~~under~~on Form 8-K, filed with the ~~Merger~~SEC ~~Agreement).~~on February 8, 2011, and is incorporated herein by reference.

InItem ~~the~~5.02 ~~Merger,~~Departure ~~each share~~ of ~~Company~~Directors ~~Common~~or ~~Stock~~Certain ~~remaining~~Officers; ~~outstanding~~Election ~~following the consummation~~ of ~~the~~Directors; ~~Offer,~~Appointments ~~other than shares~~ of ~~Company~~Certain ~~Common~~Officers; ~~Stock~~Compensatory ~~held~~Agreements ~~in the treasury~~ of ~~the~~Certain Company or its subsidiaries, shares of Company Common Stock held by Parent or its subsidiaries (including Merger Sub), or by stockholders who have validly exercised their appraisal rights under Delaware law, will be converted into the right to receive cash in an amount equal to the Offer PriceOfficers.

~~The~~On ~~parties have agreed that if~~March 28, ~~following completion of the Offer~~2011, ~~Merger~~in ~~Sub~~connection ~~owns~~with ~~at least 90% of~~ the ~~then~~completion ~~outstanding shares~~ of ~~Company Common Stock,~~ the ~~Merger~~initial will be completed without a meeting of Company stockholders pursuant to Delaware’s “short form” merger statute. In furtherance thereof, Merger Sub may, but is not required to, provide for a “subsequent offering period” ~~in accordance with applicable law following the consummation~~ of the Offer inand ~~order~~pursuant to ~~seek additional shares of Company Common Stock to facilitate~~ the ~~consummation~~terms of the Merger ~~using such~~Agreement, ~~short~~effective ~~form~~immediately ~~merger procedures. In the event that Merger Sub does not hold at least 90% of the outstanding shares of Company Common Stock~~ following the ~~consummation~~purchase of ~~the~~and ~~Offer~~payment ~~(including the “subsequent offering period” provided~~ by ~~Merger~~ Sub, if any), the Company must obtain the approval of the Company’s stockholders to consummate the Merger. In this event, the Company will call and convene a stockholder meeting to obtain this approval, and Parent and Merger Sub ~~will vote all shares of Company Common Stock acquired by them~~ (pursuant to ~~the~~and ~~Offer~~ in ~~favor~~accordance ofwith the ~~adoption~~terms of the Merger ~~Agreement and the consummation of the Merger, thereby assuring approval of the Merger.~~

The obligation of Merger Sub to accept for payment and pay for all shares of Company Common Stock tendered in the Offer is subject to the satisfaction or waiver of a number of conditions set forth in the Merger Agreement, including: (i) at least a majority of the Shares then outstanding, on a fully diluted basis, having been validly tendered in (and not withdrawn from) the Offer, (ii) the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and, subject to the terms of the Merger Agreement, other applicable competition laws, (iii) the absence of a material adverse effect on the Company and its subsidiaries, and (iv) other customary conditions. The completion of the Offer is not contingent upon the receipt of financing by Parent or Merger Sub. 2

~~The~~Agreement) ~~Merger~~for ~~Agreement~~the ~~includes~~Shares ~~customary~~tendered ~~representations~~in the Offer, ~~warranties~~the ~~and~~following ~~covenants~~directors of the Company resigned: F. Jack Liebau, ~~Parent~~ Jr., Michael N. Pocalyko, and ~~Merger~~Raj ~~Sub~~Tatta. ~~The~~Each ~~Company~~resigning ~~has~~director ~~agreed~~resigned pursuant to ~~operate~~the ~~its~~terms ~~business~~of inthe Merger Agreement and no director resigned from the ~~ordinary~~Board ~~course~~of ~~until~~Directors because of any disagreements with the ~~Offer~~Company ison ~~consummated~~any matter relating to the Company’s operations, policies or practices. ~~Under~~On the ~~terms~~same date, the board of directors of the ~~Merger~~Company ~~Agreement~~filled the vacancies created by the resignations by appointing Eric DeMarco, Deanna Lund, Laura Siegal and Scott Anderson to serve as directors of the Company. ~~has~~In ~~also~~addition, ~~agreed~~Mr. DeMarco toand ~~certain~~Ms. Lund ~~covenants~~were ~~prohibiting~~each appointed to serve on the Company’s ~~from soliciting~~Audit, orCompensation ~~providing~~and ~~information~~Nominating orand ~~entering~~Governance ~~into~~Committees. ~~discussions~~Each ~~concerning~~of ~~proposals~~these ~~relating~~newly toappointed ~~alternative~~directors ~~business~~was ~~combination~~nominated ~~transactions,~~by ~~except~~Merger inSub ~~limited~~and ~~circumstances~~appointed ~~relating~~pursuant to ~~unsolicited~~the ~~proposals~~terms ~~that~~of ~~are~~the Merger Agreement, orwhich ~~may~~was ~~reasonably~~previously ~~be expected~~filed by the Company as Exhibit 2.1 to ~~become~~the Company’s Current Report on Form 8-K filed with the SEC on February 8, a2011. ~~Superior~~Information ~~Proposal~~about ~~(as~~the ~~defined~~directors nominated for appointment by Merger Sub has been previously disclosed in the ~~Merger~~Company’s ~~Agreement).~~Information Statement contained in the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission on February 25, 2011 and is incorporated herein by reference.

The description of the Merger Agreement ~~also~~set ~~includes~~forth ~~customary termination~~above ~~provisions~~does ~~for~~not ~~both~~purport ~~the~~to ~~Company~~be complete and ~~Parent,~~is ~~including~~qualified byin ~~the~~its ~~Company~~entirety inby ~~order~~reference to ~~accept~~the aMerger ~~Superior~~Agreement, ~~Proposal~~which ~~and~~was ~~provides~~filed ~~that,~~by inthe ~~connection~~Company ~~with~~as ~~the~~Exhibit 2.1 ~~termination~~to of the ~~Merger~~Company’s ~~Agreement~~Current ~~under~~Report ~~specified~~on ~~circumstances~~Form 8-K, ~~the~~filed ~~Company~~with ~~will~~the ~~be required~~SEC toon ~~pay~~February 8, ~~Parent~~2011, aand ~~termination~~is ~~fee~~incorporated ofherein ~~approximately~~by $9reference.~~4 million.~~

In connection with the execution by the Company and Parent of an Exclusivity Agreement on January 19, 2011, Parent paid the Company an exclusivity fee of $2.0 million. In the Merger Agreement, the Company has agreed to repay the exclusivity fee to Parent on the earlier of (i) the date of the acceptance of the tendered shares by Parent, or (ii) the termination of the Merger Agreement under certain circumstances. 3

A copy of the Merger Agreement is attached as Exhibit 2.1 to this report and is incorporated herein by reference. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement. This summary of the principal terms of the Merger Agreement and the copy of the Merger Agreement filed as an exhibit to this Form 8-K are intended to provide information regarding the terms of the Merger Agreement and are not intended to modify or supplement any factual disclosures about the Company in its public reports filed with the U.S. Securities and Exchange Commission (the “SEC”). In particular, the Merger Agreement and related summary are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to the Company. SIGNATURES

~~The~~Pursuant ~~Merger~~to ~~Agreement contains customary representations and warranties~~ the ~~Company,~~requirements ~~Parent and Merger Sub made to each other as~~ of ~~specific~~the ~~dates.~~Securities ~~The~~Exchange ~~assertions~~Act ~~embodied in those representations and warranties were made solely for purposes~~ of ~~the~~1934, ~~contract among~~ the ~~Company,~~Registrant ~~Parent~~has ~~and~~duly ~~Merger~~caused ~~Sub~~this ~~and~~report ~~may~~to be ~~subject~~signed toon ~~important~~its ~~qualifications~~behalf ~~and limitations agreed to~~ by the ~~Company,~~undersigned ~~Parent~~hereunto ~~and~~duly ~~Merger Sub in connection with the negotiated terms, including, but not limited to, information in confidential disclosure schedules provided by the~~ authorized.

Company in connection with the signing of the Merger Agreement. These disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to shareholders or may have been used for purposes of allocating risk among the Company, Parent and Merger Sub rather than establishing matters as facts.

	HERLEY INDUSTRIES, INC.


Date: March 29, 2011	By:	/s/ Richard F. Poirier
		Richard F. Poirier
		President and Chief Executive Officer

~~NOTICE TO INVESTORS~~ 4

The Offer for the outstanding Company Common Stock referred to in this Current Report on Form 8-K has not yet commenced. This Current Report on Form 8-K is neither an offer to purchase nor a solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of Company Common Stock will be made only pursuant to an offer to purchase, forms of letters of transmittal and related materials that Kratos Defense & Security Solutions, Inc. and Merger Sub intend to file with the SEC and mail to Company stockholders. At the time the Offer is commenced, Kratos Defense & Security Solutions, Inc. and Merger Sub will file a Tender Offer Statement on Schedule TO (the “Schedule TO”) with the SEC, and thereafter the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) with respect to the Offer. The Schedule TO (including the related Offer to Purchase, Letter of Transmittal and other offer documents) and the Schedule 14D-9 (including the information statement) will contain important information that should be read carefully and considered before any decision is made with respect to the Offer. These materials will be sent free of charge to all stockholders of the Company. Investors and security holders of the Company also are advised that they may obtain free copies of the Schedule TO and other documents filed by the Kratos Defense & Security Solutions, Inc. and Merger Sub with the SEC (when these documents become available) and the Schedule 14D-9 and other documents filed by the Company (when these documents become available) on the SEC’s website at http://www.sec.gov. Investors and security holders may also obtain free copies of the documents filed with the SEC by the Company at www.herley.com or from the Company by written request to: Herley Industries, Inc., Attn: Investor Relations, 3061 Industry Drive, Suite 200, Lancaster, PA 17603.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

The documents included in this Form 8-K contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by words such as “anticipate,” “expect,” “believe,” “plan,” “intend,” “predict,” “will,” “may,” and similar terms. Forward-looking statements in this Form 8-K include, but are not limited to, the anticipated timing of filings and approvals relating to the transaction; statements regarding the expected timing of the completion of the transaction; statements regarding the ability to complete the transaction considering the various closing conditions; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. The forward-looking statements contained in the documents included in this Form 8-K relate to future results and events are based on Herley Industries, Inc.’s current expectations, estimates and projections about our industry, as well as our management’s beliefs and assumptions. Forward-looking statements, by their nature, involve risks and uncertainties and are not guarantees of future performance. Actual results may differ

materially from the results discussed in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, but not limited to, uncertainties as to the timing of the tender offer and merger; uncertainties as to how many of Herley Industries, Inc.’s stockholders will tender their stock in the offer; the risk that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the effects of disruption from the transaction making it more difficult to maintain relationships with employees, customers, other business partners or governmental entities; other business effects, including the effects of industry, economic or political conditions outside of Herley Industries, Inc.’s control; transaction costs; actual or contingent liabilities; and other risks and uncertainties discussed in documents filed with the Securities and Exchange Commission by Herley Industries, Inc., including the Solicitation/Recommendation Statement to be filed by Herley Industries, Inc. Investors and stockholders are cautioned not to place undue reliance on these forward-looking statements. Unless required by law, we undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 8.01 Other Events.

On February 7, 2011, the Company issued a press release announcing the execution of the Merger Agreement, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. In addition, on February 7, 2011, Richard F. Poirier, President and Chief Executive Officer of the Company, sent an e-mail letter to employees of the Company announcing the transaction, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
2.1		Agreement and Plan of Merger by and among Kratos Defense & Security Solutions, Inc., Lanza Acquisition Co. and Herley Industries, Inc. dated as of February 7, 2011 (The exhibits and schedules to the Merger Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of any of such schedules to the SEC upon request.)
99.1		Press release dated February 7, 2011
99.2		E-mail letter from Richard F. Poirier, President and Chief Executive Officer of the Company, to employees of the Company dated February 7, 2011

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.

	HERLEY INDUSTRIES, INC.
Date: February 7, 2011	By:	/s/ Anello C. Garefino
		Anello C. Garefino
		Chief Financial Officer

Exhibit Index

Exhibit No.		Description
2.1		Agreement and Plan of Merger by and among Kratos Defense & Security Solutions, Inc., Lanza Acquisition Co. and Herley Industries, Inc. dated as of February 7, 2011 (The exhibits and schedules to the Merger Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of any of such schedules to the SEC upon request.)
99.1		Press release dated February 7, 2011
99.2		E-mail letter from Richard F. Poirier, President and Chief Executive Officer of the Company, to employees of the Company dated February 7, 2011

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