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
December 9, 2010
(Date of earliest event reported)
Henry Bros. Electronics, Inc.
(Exact Name of Registrant as Specified in its Charter)
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| DELAWARE
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001-16779
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22-3690168 |
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| (State or other jurisdiction
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(Commission
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(I.R.S. Employer |
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File Number)
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Identification No.) |
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| 17-01 Pollitt Drive |
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| Fair Lawn, NJ
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07410
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(201) 794-6500 |
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| (Address of principal executive
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(Zip Code)
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(Registrant’s telephone number |
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events
On December 9, 2010, Henry Bros. Electronics, Inc. (the “Company”) issued a press
release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by
reference, announcing that it entered into a memorandum of understanding on December 8, 2010 that
provides for the settlement of a putative shareholder class action suit, captioned Atoll Advisors
v. Henry, Docket No.: C-378-10, filed in the Superior Court of New Jersey, Law Division, Bergen
County against the Company, certain of its officers and directors, and Kratos Defense & Security
Solutions, Inc. (“Kratos”). Although the Company believes that the action is without merit, it
entered into the memorandum of understanding to avoid the risk of materially delaying the proposed
merger with Kratos and to minimize the expense of defending the action. The settlement and
dismissal with prejudice, if completed and approved by the court, will resolve all of the claims
that were or could have been brought in the action, including all claims relating to the proposed
merger between the Company and Kratos (other than claims for appraisal under Section 262 of
Delaware law).
In connection with the settlement and dismissal with prejudice of the action, the defendants
agreed to make certain disclosures concerning the proposed merger in a supplement to the Company’s
Definitive Proxy Statement dated November 9, 2010. That supplement is being mailed on or about
December 9, 2010 to the Company’s stockholders of record on November 2, 2010 and is available for
review on the SEC’s EDGAR website at http://www.sec.gov.
In order to allow the Company’s stockholders of record an opportunity to consider the
additional information disclosed in the proxy statement supplement, the Company’s annual meeting of
stockholders, which was convened on December 9, 2010 at 10:00 a.m. at the Company’s offices located
at 17-01 Pollitt Drive, Fair Lawn, NJ 07410, was adjourned upon the vote of a majority of the
shares present at the meeting in person or by proxy until 10:00 a.m., Eastern Time, on December 15,
2010. The reconvened meeting will be held at the Company’s offices located at 17-01 Pollitt Drive,
Fair Lawn, NJ 07410. The record date and the agenda will remain the same for the reconvened
meeting.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibit is filed as part of this report:
| 99.1 |
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Press Release issued by Henry Bros. Electronics, Inc. dated December 9, 2010 |
Forward-Looking Statements
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 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 of the Company by Kratos; the
ability of Kratos and the Company to close the acquisition; the performance of the parties under
the terms of the Agreement and Plan of Merger, dated as of October 5, 2010, by and between the
Company, Kratos Defense & Security Solutions, Inc., a Delaware corporation, and Hammer Acquisition
Inc., a Delaware corporation and a wholly-owned subsidiary of Kratos, as amended, 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 Kratos, (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.
Additional Information and Where to Find It
This Form 8-K may be deemed to be proxy solicitation material in respect of the proposed
transaction. In connection with the proposed transaction between the Company and Kratos, the
Company has filed and furnished relevant documents, including a proxy statement and two supplements
to such proxy statement, concerning the proposed transaction with the SEC. Investors and
stockholders of the Company are urged to read the proxy statement, the proxy statement supplements
and other relevant materials because they will contain important information about the Company and
the proposed transaction. The final proxy statement was mailed to the Company’s stockholders on or
about November 10, 2010. A proxy statement supplement relating to the amendment of the Merger
Agreement was mailed to the Company’s stockholders on or about Nov. 17, 2010. A proxy statement
supplement relating to disclosures being made as part of the Company’s settlement of a putative
shareholder class action suit is being mailed to the Company’s stockholders on or about December 9,
2010.
Investors and stockholders may obtain a free copy of the proxy statement, the proxy statement
supplements and any other relevant documents filed or furnished by the Company with the SEC at the
SEC’s web site at http://www.sec.gov. In addition, investors and stockholders may obtain
free copies of the documents filed with the SEC by the Company by contacting the Company’s
Corporate Secretary at (201) 794-6500 or by going to the SEC Filings website portion of the
Company’s website at http://www.hbe-inc.com.
The Company and its directors and certain executive officers may be deemed to be participants in
the solicitation of proxies from the Company’s stockholders in respect of the proposed
transaction.
Information about the directors and executive officers of the Company and their respective
interests in the Company by security holdings or otherwise will be set forth in the final proxy
statement and the proxy statement supplements filed by the Company with the SEC. Stockholders may
obtain additional information regarding the interests of the Company and its directors and
executive officers in the proposed merger, which may be different than those of the Company’s
stockholders generally, by reading the proxy statement, the proxy statement supplements and other
relevant documents regarding the proposed merger filed with the SEC. Each of these documents is,
or will be, available as described above.