~~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~~PURSUANT ofTO ~~Report~~SECTION ~~(Date~~13 ofOR ~~Earliest Event Reported~~15(d)~~: September 24, 2009~~

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): May 23, 2012

Orbit/FR, Inc.

(Exact Name of Issuer as Specified in Charter)

Delaware (State or Other Jurisdiction of		0-22583 (Commission File Number)	23-2874370 (I.R.S. Employer Identification
Delaware	0-22583	23-2874370
Incorporation or Organization)			Number)
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

506 Prudential Road, Horsham, Pennsylvania (Address of Principal Executive Offices) 19044 (Zip Code)

506 Prudential Road, Horsham, Pennsylvania		19044
(Address of Principal Executive Offices)		(Zip Code)

(215) 674-5100

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K 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 o Soliciting material pursuant to Rule 14a-12 under the Exchange Act o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

~~Item 4.01.~~o ~~Changes~~Soliciting inmaterial ~~Registrant’s~~pursuant ~~Certifying~~to ~~Accountant~~ Rule 14a-12 under the Exchange Act

Ono ~~September 24,~~Pre-commencement ~~2009,~~communications ~~the~~pursuant ~~board~~to ofRule ~~directors of Orbit/FR Engineering, Ltd.~~ 14d-2(~~“Engineering”~~b), ~~the wholly~~under ~~owned Israeli subsidiary of Orbit/FR, Inc. (~~the ~~“Company”),~~Exchange recommended that the Company approve, and, upon recommendation of the audit committee of the Board of Directors of the Company, the Company in its capacity as the sole shareholder of Engineering approved, effective immediately, (i) the dismissal of Kost Forer Gabbay & Kasierer (“Kost”) as the Engineering’s independent registered public accounting firm, and (ii) approved the engagement of BDO Ziv Haft (“BDO”) as Engineering’s independent registered public accounting firm for the year ending December 31, 2009 and for all interim periods beginning with the quarter ending September 30, 2009. In its audit opinion with respect to the Company’s consolidated financial statements for the year ended December 31, 2008, the Company’s independent registered public accounting firm, Cornick, Garber & Sandler, LLP, expressed reliance on the audit opinion of Kost with respect to the financials statements of Engineering. Neither the Company nor Engineering had any relationship with BDO prior to its appointment by Engineering. Act

~~The~~o ~~audit~~Pre-commencement ~~reports~~communications ofpursuant Kost on Engineering’s financial statements for the fiscal years ended December 31, 2008 and December 31, 2007 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to ~~uncertainty,~~Rule ~~audit scope or accounting principles. During the two fiscal years ended December 31, 2008 and December 31, 2007 and through September 24, 2009, there were no~~ 13e-4(1c) ~~disagreements~~ with Kost on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Kost, would have caused Kost to make reference to the subject matter of the disagreement in connection with their report, or (2) reportable events described under ~~Item 304(a)(1)(v) of Regulation S-K under~~ the ~~Securities~~ Exchange Act ~~of 1934.~~

~~The~~Item Company provided Kost with a copy of the foregoing disclosure, and has requested that Kost provide a letter to the Securities and Exchange Commission regarding its agreement with the foregoing statements8.01. ~~Such~~Other ~~letter is unavailable at this time and will be filed by amendment to this Form 8-K when and if it is received~~Events.

On May 21, 2012, the board of directors (the “Board”) of Orbit/FR, Inc. (the “Company”), approved the deregistration of the Company’s common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the suspension of the Company’s reporting obligations under Section 13(a) and 15(d) of the Exchange Act (the “Deregistration”). The Company intends to file a Form 15 with the Securities and Exchange Commission (the “SEC”) on or about May 30, 2012 to effect the Deregistration. Upon the filing of the Form 15, the Company’s obligation to file periodic and current reports with the SEC, including Forms 10-K, 10-Q and 8-K, will be immediately suspended. In addition, effective May 30, 2012, the Company’s common stock will no longer be eligible for quotation on the OTC Bulletin Board.

On May 23, 2012, the Company issued a press release announcing its intention to effect the Deregistration. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01.

Financial Information and Exhibits.

(d) Exhibits

99.1

Press Release, dated May 23, 2012.

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.

Date: September 29, 2009	ORBIT/FR, INC.
Date: May 23, 2012
	By:	/s/ Per O. Iversen
	ORBIT/FR, INC.
		Name:	Per O. Iversen
	By: /s/ Per O. Iversen
		Title:	President and Chief Executive Officer
	Name:	Per O. Iversen
	Title:	President and Chief Executive Officer

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