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 of Report: March 6, 1996
(Date of earliest event reported)
HERLEY INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-5411 23-2413500
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
10 Industry Drive, Lancaster, Pennsylvania 17603
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (717) 397-2777
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(Former name of former address, if changed since last report.)
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Item 5. Other Events
In furtherance of a resolution adopted by the Board of
Directors on March 6, 1996, the Company loaned to Myron Levy the sum of $300,000
pursuant to the terms of a non-negotiable promissory note. Mr. Levy's loan is
secured by 50,000 shares of the Company's Common Stock.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
10.1 Promissory Note of Myron Levy payable to the Company in the
amount of $300,000.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
HERLEY INDUSTRIES, INC.
By: /S/ MYRON LEVY
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Myron Levy, President
Dated: April 8, 1996
NON-NEGOTIABLE PROMISSORY NOTE
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR UNDER ANY
STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED UNTIL
(i) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE
SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAW OR (ii) THE
COMPANY RECEIVES AN OPINION OF COUNSEL TO THE COMPANY OR OTHER COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH NOTE MAY BE
PLEDGED, SOLD, ASSIGNED OR TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS.
$300,000 Lancaster, Pennsylvania
No. 3 March 6, 1996
FOR VALUE RECEIVED, the undersigned, MYRON LEVY, residing at 147
Deerford Drive, Lancaster, Pennsylvania 17601 (the "Maker"), promises to pay to
HERLEY INDUSTRIES, INC., a Delaware corporation with its principal place of
business at 10 Industry Drive, Lancaster, Pennsylvania 17603 ("Payee"), the
principal amount of THREE HUNDRED THOUSAND ($300,000) DOLLARS, on or before
12:00 noon on March 6, 1997, unless renewed by the Company for up to four
additional one-year periods at 75% of the average closing price of the Company's
Common Stock for the ten trading days prior thereto, without set-off or
counterclaim and without any deduction or withholding, plus interest thereon at
a rate determined annually equal to the average rate of interest paid by the
Company for borrowed monies computed on a Company fiscal year basis. Interest
shall be payable at the maturity hereof. All payments shall be applied first to
pay accrued but unpaid interest, and the remainder to reduce the outstanding
principal amount hereof. In no event shall the rate of interest hereunder exceed
that permitted by law and if fulfillment of the obligations hereunder would
violate the usury limit of applicable law, the obligations hereunder shall be
automatically reduced to the limit of validity.
This Note may be prepaid in whole or in part, without premium or
penalty at any time.
The occurrence of any one of the following events shall constitute an
event of default hereunder:
(a) The Maker shall fail to pay within 10 days after written notice of
any failure to pay any amount due hereunder.
(b) The Maker shall commence a voluntary case under the federal
bankruptcy laws, shall seek to take advantage of any insolvency laws, shall make
an assignment for the benefit of creditors, shall apply for, consent to or
acquiesce in the appointment of, or taking possession by, a trustee, receiver,
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custodian or similar official or agent for itself or any substantial part of its
property, or shall take any action authorizing or seeking to effect any of the
foregoing.
(c) A trustee, receiver, custodian or similar official or agent shall
be appointed for the Maker or any substantial part of its property, or all or
any substantial part of the property of the Maker is condemned, seized or
otherwise appropriated by any governmental authority.
(d) The Maker shall have an order or decree for relief in any voluntary
or involuntary case under the federal bankruptcy laws entered against it, or any
involuntary petition seeking reorganization, liquidation, readjustment,
arrangement, composition, or other similar relief as to it under the federal
bankruptcy laws, or any similar law for the relief of debtors, shall be brought
and shall be consented to or shall remain undismissed.
In the event that an event of default described in paragraph (c) or (d)
above is cured by the Maker, such event shall no longer constitute an event of
default.
Not in limitation of any other right under any other agreement or at
law or in equity, if any event of default hereunder shall have occurred the
holder hereof may, upon notice to the Maker, declare all obligations under this
Note to be, and thereupon the same shall become, immediately due and payable by
the Maker without presentment, demand, protest or further notice of any kind,
all of which are hereby expressly waived by the Maker.
The Maker and all endorsers hereof hereby waive presentment, demand,
protest, notice of protest, notice of dishonor and all other forms of demand and
notice concerning this Note and consent to each and every extension or
postponement of the time of payment or other indulgence with respect to this
Note, and to each and every substitution, addition, exchange or release of
collateral and to the addition, substitution or release of any person primarily
or secondarily liable hereunder. No delay or omission by the Payee or other
holder hereof in exercising any right or power hereunder shall operate as a
waiver of such right or power, and a waiver on one occasion shall not be
construed as a waiver or a bar to the exercise of any right on any other
occasion. Any provision in this Note which is prohibited by law shall be
ineffective to the extent of such prohibition without invalidating any other
provision hereof.
The rights and remedies of the holder of this Note as provided in this
Note shall be cumulative and concurrent, and may be pursued singly,
successively, or together against the Payee for the payment hereof or otherwise
at the sole discretion of the Payee. The failure to exercise any such right or
remedy shall in no event be construed as a waiver or release of said rights or
remedies or of the right to exercise them at any time later.
This Note may not be changed or terminated orally, but only by a
writing signed by the Maker and the Payee. This Note may not be endorsed,
assigned or transferred by the Payee without the consent of Maker.
The Note shall be governed and construed under the substantive laws of
the State of Pennsylvania, without regard to its conflicts of laws principles.
This Note and the attached Pledge and Security Agreement constitute the entire
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agreement of the Maker and the Payee with respect to the indebtedness evidenced
hereby. Pursuant to the terms of the Pledge and Security Agreement, Maker has
collateralized this Note with 50,000 shares of the Maker's Common Stock.
The Maker agrees to pay all costs, charges and expenses incurred by the
Payee and its assigns (including, without limitation, costs of collection, court
costs and reasonable attorneys' fees and disbursements) in connection with the
enforcement of the Payee's rights under this Note.
Executed as a sealed instrument as of the date set forth above.
/s/ Myron Levy
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Myron Levy
