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 15, 2010 (Date of earliest event reported)

Henry Bros. Electronics, Inc.

(Exact Name of Registrant as Specified in its Charter)

DELAWARE	001-16779	22-3690168
(State or other jurisdiction	(Commission	(I.R.S. Employer
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
of Incorporation)	File Number)	Identification No.)

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

.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))


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 2.01		Completion of Acquisition or Disposition of Assets

On December 15, 2010, pursuant to the terms of an Agreement and Plan of Merger (the “ Merger Agreement”) by and among Kratos Defense & Security Solutions, Inc., a Delaware corporation (“ Kratos”), Hammer Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of Kratos (“ Merger Sub”) and Henry Bros. Electronics, Inc., a Delaware corporation (the ” Company”), as amended, Kratos completed its acquisition of the Company via the merger of Merger Sub with and into the Company, with the Company continuing as the surviving company in the merger and becoming a wholly owned subsidiary of Kratos (the “ Merger”). The Merger Agreement and the transactions contemplated thereby, including the Merger, were approved by the Company’s board of directors and its stockholders. The Company’s stockholders approved the Merger Agreement at the annual meeting of the Company’s stockholders held on December 15, 2010.

At the effective time and as a result of the Merger, each share of common stock of the Company issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive $8.20 in cash, without interest and less any applicable withholding taxes. In addition, outstanding options to purchase the Company’s common stock will be assumed by Kratos and converted into options to purchase a number of shares of common stock of Kratos equal to the product (rounded down to the nearest whole share) of (a) the number of shares of the Company’s common stock that could be purchased under the assumed options multiplied (b) by 0.7715. The assumed options will otherwise have the same terms as in effect prior to the conversion, except that (i) they will be denominated in Kratos’s common stock and (ii) the per share exercise price of each assumed option shall be adjusted by dividing such exercise price by 0.7715.

The aggregate merger consideration to be paid by Kratos in connection with the Merger will be equal to approximately $54.9 million.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement and the Amendment to the Merger Agreement, which are included as Exhibits 2.1 and 2.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by this reference.


Item 3.01		Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

In connection with the completion of the Merger on December 15, 2010, the Company has notified The NASDAQ Capital Market Corporate Data Operations Department that the Merger has been completed, and has been advised that quotation of the Company’s common stock on The NASDAQ Capital Market was suspended following the closing of the NASDAQ market session of December 15, 2010. The Company intends to file a certification on Form 15 requesting that the Company’s reporting obligations under Sections 13 and 15(d) of the Securities Exchange Act of 1934, as amended, be suspended.


Item 3.03		Material Modification to Rights of Security Holders

The information set forth in Item 2.01 is incorporated herein by this reference.


Item 5.01		Changes in Control of Registrant

As a result of the Merger, the Company became a wholly-owned subsidiary of Kratos. The description of the Merger is contained in Item 2.01 above and is incorporated herein by this reference.


Item 5.02		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 15, 2010, at the effective time of the Merger, each of Richard D. Rockwell, James E. Henry, Brian Reach, Robert De Lia, Sr., James W. Power, Joseph P. Ritorto and David Sands, who constituted the Board of Directors of the Company prior to the Merger (the “ Prior Directors”), resigned from their directorships of the Company and from all committees of which they were members. The resignation of the Prior Directors did not result from any disagreements with the Company regarding any matter related to the Company’s operations, policies or practices. Immediately following resignation of the Prior Directors and pursuant to the Merger Agreement, at the effective time of the Merger on December 15, 2010, the directors of Merger Sub immediately prior to the effective time of the Merger became the directors of the Company. As such, at the effective time, the size of the Board of Directors of the Company was reduced to three members and each of Eric M. DeMarco, Deanna H. Lund and Laura L. Siegal became members of the Company’s Board of Directors.

Eric DeMarco, 46, has served as Kratos’s Chief Executive Officer, President and Director since April 2004. Deanna Lund, 46, has served as Kratos’s Executive Vice President and Chief Financial Officer since April 2004. Laura Siegal, 47, has served as Kratos’s Vice President and Corporate Controller since April 2006, Treasurer since July 2008, and Secretary since January 2008. Prior to that time, she served as Kratos’s Vice President, Finance and Risk Management since September 2004.


Item 5.07		Submission of Matters to a Vote of Security Holders

The annual meeting of the stockholders of the Company was held on December 15, 2010 at 10:00 a.m. Eastern Time at the Company’s offices located at 17-01 Pollitt Drive Fair Lawn, NJ 07410 (the ” Annual Meeting”). The Annual Meeting had been adjourned to such date, place and time from December 9, 2010, when the meeting was first convened. As of November 2, 2010, the date of record for determining the Company’s stockholders entitled to vote on the proposals presented at the Annual Meeting, there were 6,216,032 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting. At the meeting, the holders of 5,807,235 shares of the Company’s issued and outstanding common stock were represented in person or by proxy, constituting a quorum. At the Annual Meeting: the stockholders of the Company (1) adopted the Merger Agreement; (2) elected Richard D. Rockwell, James E. Henry, Brian Reach, Robert De Lia, Sr., James W. Power, Joseph P. Ritorto and David Sands to serve as

directors of the Company and until their respective successors have been duly elected and qualified and (3) ratified the selection of EisnerAmper LLP as the Company’s independent auditors for the year ending December 31, 2010.

Set forth below, with respect to each such proposal, are the number of votes cast for or against, the number of abstentions and the number of broker non-votes.

To adopt the Merger Agreement:


For	Against	Abstain	Broker Non-Votes
4,912,903	9,631	3,300	881,401

To elect seven directors:


	For		Withheld		Broker Non-Votes

James E. Henry		4,913,167		12,667		881,401

James W. Power		4,901,054		24,780		881,401

Richard D. Rockwell		4,737,957		187,877		881,401

Brian Reach		4,914,167		11,667		881,401

Joseph P. Ritorto		4,740,248		185,586		881,401

David Sands		4,757,537		168,297		881,401

Robert L. De Lia, Sr.		4,744,424		181,410		881,401

To ratify the selection of EisnerAmper LLP as the Company’s independent auditors for the year ending December 31, 2010.


For	Against	Abstain

5,793,325	5,435	8,475


Item 8.01		Other Events

On December 916, 2010, ~~Henry Bros. Electronics, Inc. (~~the “Company”) issued a press release, aregarding ~~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~~results of ~~a putative shareholder class action suit, captioned Atoll Advisors v. Henry, Docket No.: C-378-10, filed in~~ the ~~Superior~~vote ~~Court~~held ~~of New Jersey, Law Division, Bergen~~at ~~County against~~ the ~~Company,~~Annual ~~certain~~Meeting ~~of its officers~~ and ~~directors, and Kratos Defense & Security Solutions, Inc. (“Kratos”). Although~~ the ~~Company~~closing ~~believes~~of ~~that~~ the ~~action~~Merger. isA ~~without~~copy ~~merit, it entered into the memorandum~~ of ~~understanding~~such topress ~~avoid~~release ~~the~~is ~~risk~~attached ~~of materially delaying the proposed~~hereto ~~merger~~as ~~with Kratos and to minimize the expense of defending the action~~Exhibit 99.1 ~~The settlement~~ and ~~dismissal~~ ~~with~~is ~~prejudice,~~incorporated ifherein ~~completed and approved~~ by ~~the~~this 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)reference.

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~~exhibits isare filed as part of this report:

99.1 Press Release issued by Henry Bros. Electronics, Inc. dated December 9, 2010


	2.1			Agreement and Plan of Merger by and among Kratos Defense & Security Solutions, Inc., Hammer Acquisition Inc. and Henry Bros. Electronics, Inc., dated October 5, 2010 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 8, 2010).
	2.2			Amendment to the Agreement and Plan of Merger by and among Kratos Defense & Security Solutions, Inc., Hammer Acquisition Inc. and Henry Bros. Electronics, Inc., dated November 13, 2010 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 18, 2010).
	99.1			Press Release issued by Henry Bros. Electronics, Inc. dated December 16, 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 Merger Agreement, and ~~Plan~~related transaction documents; and statements regarding future performance. All of ~~Merger~~such information and statements are subject to certain risks and uncertainties, ~~dated~~the aseffects of ~~October 5,~~which ~~2010,~~are bydifficult to predict and ~~between~~generally beyond the control of the Company, ~~Kratos~~that ~~Defense~~could &cause ~~Security~~actual ~~Solutions,~~results ~~Inc.~~to differ materially from those expressed in, aor implied ~~Delaware~~or ~~corporation~~projected by, the forward-looking information and ~~Hammer~~statements. ~~Acquisition~~These risks and ~~Inc.~~uncertainties include, abut ~~Delaware~~are ~~corporation~~not ~~and~~limited ato: ~~wholly-owned~~(i) uncertainties ~~subsidiary~~associated with the acquisition of the Company by Kratos, as(ii) changes ~~amended~~in economic, ~~and~~business, ~~related~~competitive, technological and/or ~~transaction~~regulatory ~~documents;~~factors and ~~statements~~(iii) those ~~regarding~~risks ~~future~~identified ~~performance~~and discussed by the Company in its filings with the SEC. ~~All~~Investors ofare ~~such~~cautioned ~~information~~not ~~and~~to place undue reliance on these forward-looking statements ~~are~~which ~~subject~~speak only as of the date hereof. The Company undertakes no obligation to republish ~~certain~~or ~~risks~~revise ~~and~~forward-looking ~~uncertainties,~~statements to reflect events or circumstances after the ~~effects~~date hereof or to reflect the occurrence of ~~which~~unanticipated events. Investors are ~~difficult~~also urged to carefully ~~predict~~review and ~~generally~~consider ~~beyond~~ the ~~control~~various ofdisclosures in the Company’s SEC periodic and interim reports, including ~~that~~but ~~could~~not ~~cause~~limited ~~actual~~to ~~results~~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.

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.

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.

	Henry Bros. Electronics, Inc.
Date: December 10, 2010	By:	/s/ James E. Henry
Date: December 21, 2010	By:	/s/ James E. Henry
	~~Name:~~	Name:	James E. Henry
	~~Title:~~	Title:	Chief Executive Officer and Treasurer

EXHIBIT INDEX


				EXHIBIT INDEX
	2.1			Agreement and Plan of Merger by and among Kratos Defense & Security Solutions, Inc., Hammer Acquisition Inc. and Henry Bros. Electronics, Inc., dated October 5, 2010 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 8, 2010).
	2.2			Amendment to the Agreement and Plan of Merger by and among Kratos Defense & Security Solutions, Inc., Hammer Acquisition Inc. and Henry Bros. Electronics, Inc., dated November 13, 2010 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 18, 2010).
	99.1			Press Release issued by Henry Bros. Electronics, Inc. dated December 16, 2010.

99.1 Press Release issued by Henry Bros. Electronics, Inc. dated December 9, 2010

Filing Compare · Henry Bros. Electronics, Inc.