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~~

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

Date of Report (Date of Earliest Event Reported): March 29, 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)

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 53.01 ~~Changes~~Notice inof ~~Control~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of ~~Registrant~~Listing.

As previously disclosed, on February 7, 2011, Herley Industries, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Kratos Defense & Security Solutions, 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.

OnAt ~~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 2429, 2011 (which was the end of ~~the~~ day on March 2429, 2011), the subsequent offering period of the Offer expired as scheduled. ~~According~~Based on the information provided to Parent by Wells Fargo Bank, National Association, the depositary for the Offer ~~(the “Depositary”)~~, as of the expiration of the ~~initial~~subsequent offering period of the Offer, a total of 13,~~225~~171,~~532~~564 Shares were validly tendered ~~and~~during ~~not~~the ~~properly~~initial ~~withdrawn,~~offering ~~representing~~period ~~approximately~~and ~~93.7% of~~ the ~~Shares~~subsequent ~~outstanding. This~~offering ~~includes~~period ~~302,994 Shares representing approximately 2.1%~~ of the ~~Shares outstanding which were tendered under the guaranteed delivery procedures described in the~~ Offer totaken ~~Purchase.~~together, ~~The~~representing ~~tendered shares represent~~ approximately 8493.73% of the Shares outstanding ~~on a fully-diluted basis~~. ~~All~~Merger ~~shares~~Sub ~~that~~has ~~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 isvalidly ~~approximately~~tendered ~~$251.3 million. In order to finance the Offer~~ and ~~the~~not ~~Merger,~~properly ~~Merger~~withdrawn ~~Sub~~during ~~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, aand ~~change~~all inShares ~~control~~validly oftendered ~~the~~during ~~Company occurred and~~ the ~~Company~~subsequent ~~has~~offering ~~become~~period ~~an indirect subsidiary~~ of ~~Parent~~the Offer.

OnPursuant to the terms and subject to the conditions of the Merger Agreement, on March 2530, 2011, Merger Sub ~~commenced~~was amerged ~~subsequent~~with ~~offering~~and ~~period~~into ofthe Company (the ~~Offer~~“Merger”) ~~for~~with ~~all~~the ~~remaining~~Company ~~untendered~~surviving ~~Shares.~~as ~~The~~an ~~subsequent~~indirect, ~~offering~~wholly-owned ~~period~~subsidiary ~~will~~of ~~expire~~Parent. The atMerger ~~12:00~~occurred ~~midnight~~in ~~(New~~accordance ~~York~~with ~~City~~the ~~time)~~“short-form” onmerger ~~March 29,~~provisions ~~2011~~available (under Delaware law, which isprovide for the ~~end~~completion of ~~day~~the onMerger ~~March 29,~~without ~~2011),~~a ~~unless~~vote ~~extended.~~or ~~Any~~meeting ~~Shares~~of ~~properly~~stockholders ~~tendered~~of ~~during~~ the ~~subsequent~~Company. In ~~offering~~connection ~~period~~with ~~will~~the beMerger, ~~immediately~~each ~~accepted~~issued ~~for payment,~~ and ~~tendering~~outstanding ~~stockholders~~Share ~~will~~(other bethan ~~paid~~Shares ~~$19.00~~owned ~~per~~by ~~Share~~Parent, inMerger ~~cash~~Sub, ~~without~~the ~~interest~~Company ~~and~~or ~~less~~ any ~~required~~wholly-owned ~~withholding~~subsidiary ~~taxes,~~of ~~which~~Parent isor the ~~same~~Company, ~~amount~~all ~~per~~of ~~Share~~which ~~that~~were ~~was~~cancelled ~~paid~~and extinguished, or held in the ~~initial~~Company’s ~~offering~~treasury, ~~period.~~or Shares ~~tendered~~owned ~~during~~by any stockholder of the ~~subsequent~~Company ~~offering~~who ~~period~~is ~~may~~entitled ~~not~~to beand ~~withdrawn.~~properly Inexercises ~~addition,~~appraisal norights ~~Shares~~under ~~validly~~Delaware ~~tendered~~law) ~~during~~was converted into the ~~initial~~right ~~offering~~to ~~period~~receive ~~may~~the beOffer ~~withdrawn~~Price ~~during~~in ~~the~~cash, ~~subsequent~~without ~~offering~~interest, ~~period~~subject to applicable tax withholdings.

~~After~~As ~~expiration~~a result of the ~~subsequent~~Offer ~~offering~~and ~~period~~the Merger, the Company ~~expects~~no ~~Parent~~longer tofulfills ~~complete~~ the ~~acquisition~~numerical listing requirements of the NASDAQ Global Select Market (“NASDAQ”) and the Company ~~through~~intends ato ~~short-form~~notify ~~merger~~NASDAQ ~~under~~of ~~Delaware~~its ~~law~~intent into ~~which~~remove the Shares ~~not~~from ~~purchased~~listing inon ~~the~~NASDAQ ~~Offer~~and ~~will~~request bethat ~~converted~~NASDAQ ~~into~~file a delisting application with the ~~right~~Securities toand ~~receive~~Exchange ~~$19.00~~Commission ~~per~~(the ~~share~~“SEC”) into ~~cash,~~delist ~~without~~and ~~interest.~~deregister ~~Pursuant~~the Shares pursuant to Section 12(b) of the ~~merger~~Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company ~~will~~also ~~become~~intends to file with the SEC a ~~wholly~~certification ~~owned~~on ~~subsidiary~~Form 15 under the Exchange Act, requesting the deregistration of ~~Parent~~the Shares and the ~~Shares~~suspension ~~will~~of ~~cease~~the toCompany’s bereporting ~~traded~~obligations onunder Sections 13 and 15(d) of the ~~NASDAQ~~Exchange ~~Global~~Act ~~Select~~with ~~Market~~respect to the Shares.

The description of the Merger Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed by the Company as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 8, 2011, 2010, and is incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

At the effective time of the Merger (the “Effective Time”), each remaining issued and outstanding Share not tendered in the Offer (other than Shares owned by Parent, Merger Sub, the Company or any wholly-owned subsidiary of Parent or the Company, or held in the Company’s treasury, all of which were cancelled and extinguished, or Shares owned by any stockholder of the Company who is entitled to and properly exercises appraisal rights under Delaware law) was, by virtue of the Merger and without any action on the part of the holders thereof, converted into the right to receive the Offer Price in cash, without interest, subject to applicable tax withholdings.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointments of Certain Officers; Compensatory Agreements of Certain Officers.

OnChange ~~March 28, 2011, in connection with the completion~~ of the initial offering period of the Offer and pursuant to the terms of the Merger Agreement, effective immediately following the purchase of and payment by Parent and Merger Sub (pursuant to and in accordance with the terms of the MergerDirectors

2In connection with the consummation of the Merger and as contemplated by the Merger Agreement, each of the following members of the Company’s Board of Directors who were directors of the Company immediately prior to effective time of the Merger ceased to be directors of the Company: John A. Thonet, Dr. Edward A. Bogucz, Carlos C. Campbell and Scott Anderson. The directors of Merger Sub immediately prior to the effective time of the Merger, Eric DeMarco, Deanna Lund and Laura Siegal became the directors of the Company immediately following the consummation of the Merger.

~~Agreement)~~Item ~~for the Shares tendered in the Offer, the following directors of the Company resigned: F~~5.03 ~~Jack~~Amendments ~~Liebau, Jr., Michael N. Pocalyko, and Raj Tatta. Each resigning director resigned pursuant~~ to ~~the~~Articles ~~terms~~ of ~~the~~Incorporation ~~Merger Agreement and no director resigned from the Board of Directors because of any disagreements with the Company on any matter relating to the Company’s operations, policies~~ or ~~practices.~~Bylaws; OnChange the same date, the board of directors of the Company 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. In addition, Mr. DeMarco and Ms. Lund were each appointed to serve on the Company’s Audit, Compensation and Nominating and Governance Committees. Each of these newly appointed directors was nominated by Merger Sub and appointed pursuant to the terms of the Merger Agreement, which was previously filed by the Company as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 8, 2011. Information about the directors nominated for appointment by Merger Sub has been previously disclosed in ~~the~~Fiscal Company’s 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 referenceYear.

~~The~~On ~~description~~March 30, 2011, in connection with the consummation of the Merger, ~~Agreement~~the ~~set~~Company’s ~~forth~~certificate ~~above~~of ~~does~~incorporation ~~not~~and ~~purport~~bylaws towere beamended ~~complete~~ and isrestated ~~qualified~~ in ~~its~~their entirety. Copies byof ~~reference to~~ the ~~Merger~~restated ~~Agreement,~~certificate ~~which~~of ~~was~~incorporation ~~filed~~and byrestated ~~the~~bylaws ~~Company~~of ~~as Exhibit 2.1 to~~ the Company’s ~~Current~~are ~~Report~~filed onas ~~Form 8-K,~~Exhibits ~~filed~~3.1 ~~with~~and ~~the~~3.2 ~~SEC~~to onthis ~~February 8,~~report ~~2011,~~ and isare incorporated ~~herein~~ by reference in this Item 5.03.

3Item 8.01 Other Events

~~SIGNATURES~~On March 30, 2011, Parent issued a press release announcing the consummation of the Merger. A copy of the press release is filed as Exhibit 99.1 hereto.

~~Pursuant~~Item to9.01 ~~the~~Financial ~~requirements~~Statements ofand ~~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~~Exhibits.

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

(d) Exhibits

Exhibit No.		Description

3.1		Amended and Restated Certificate of Incorporation of the Company

3.2		Amended and Restated Bylaws of the Company

99.1		Press release dated March 30, 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: March 30, 2011	By:	/s/ Deanna H. Lund
		Deanna H. Lund
		Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.		Description
3.1		Amended and Restated Certificate of Incorporation of the Company

3.2		Amended and Restated Bylaws of the Company

99.1		Press release dated March 30, 2011

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