UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
HENRY BROS. ELECTRONICS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
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Proposed maximum aggregate value of transaction: |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing. |
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Form, Schedule or Registration Statement No.: |
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The following is the text of a press release issued by Henry Bros. Electronics, Inc. on November
26, 2010:
HENRY BROS. ELECTRONICS, INC. ANNOUNCES KRATOS MERGER TO MOVE FORWARD
Discussions end with Third Party Under Go-Shop Activities
FAIR LAWN, N.J., Nov. 26, 2010 /PRNewswire via COMTEX/ Henry Bros. Electronics, Inc. (Nasdaq:
HBE) announced today that the amended merger agreement with Kratos Defense & Security Solutions
Inc. (Nasdaq: KTOS) (Kratos) to acquire all outstanding shares of Henry Brothers at $8.20 per
share in cash will move forward. Discussions with a third party that had submitted a previously
announced non-binding proposal to acquire all of the outstanding shares of HBE common stock for
$8.00 per share in cash have ended.
HBEs Board of Directors continues to unanimously recommend the proposed merger with Kratos. A
stockholder meeting to vote on the proposed merger between HBE and Kratos has been scheduled to
take place on December 9, 2010.
About Henry Bros. Electronics, Inc.
Henry Bros. Electronics (NASDAQ:HBE) provides technology-based integrated electronic security
systems, services and emergency preparedness consultation to commercial enterprises and government
agencies. HBE has offices in Arizona, California, Colorado, Maryland, New Jersey, New York, Texas
and Virginia. For more information, visit http://www.hbe-inc.com.
Important Additional Information
In connection with the proposed merger with Kratos, HBE has filed a definitive proxy statement and
proxy supplement with the Securities and Exchange Commission (the SEC), which documents have been
mailed to stockholders of record as of November 2, 2010.. STOCKHOLDERS ARE URGED TO READ THE PROXY
STATEMENT AND SUPPLEMENT CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD
CONSIDER BEFORE MAKING A DECISION ABOUT THE PROPOSED MERGER. Stockholders may also obtain free
copies of the proxy statement and other relevant documents filed with the SEC at the SECs website
at www.sec.gov, or by writing to Henry Bros. Electronics, Inc., 17-01 Pollitt Drive, Fair Lawn, New
Jersey 07410, Attention: Corporate Secretary.
HBE and its directors, executive officers and other members of its management may be deemed to be
participants in the solicitation of proxies from HBEs stockholders in connection with the proposed
merger. Information concerning the interest of participants in the solicitation, which may be
different than those of HBEs stockholders generally, is set forth in HBEs proxy statements and
Annual Reports on Form 10-K filed with the SEC.
Cautionary Note Regarding Forward Looking Statements
Certain statements contained in this press release about our expectation of future events or
results constitute forward-looking statements for purposes of the safe harbor provisions of The
Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by
terminology such as,
may, should, expects, plans, anticipates, believes, estimates, predicts,
potential, continue, or the negative of these terms or other comparable terminology. These
statements are not historical facts, but instead represent only our beliefs regarding future
events, many of which, by their nature, are inherently uncertain and outside of our control. It is
possible that our actual results and financial condition may differ, possibly materially, from our
anticipated results and financial condition indicated in these forward-looking statements. In
addition, certain factors could affect the outcome of the matters described in this press release.
These factors include, but are not limited to, (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger agreement, (2) the outcome of
any legal proceedings that may be instituted against us or others following the announcement of the
merger agreement, (3) the inability to complete the merger due to the failure to satisfy other
conditions required to complete the merger, (4) risks that the proposed transaction disrupts
current plans and operations, and (5) the costs, fees and expenses related to the merger.
Additional information regarding risk factors and uncertainties affecting HBE is detailed from time
to time in HBEs filings with the SEC, including, but not limited to, HBEs most recent Annual
Report on Form 10-K and Quarterly Report on Form 10-Q, available for viewing on HBEs website at
www.hbe-inc.com. You are urged to consider these factors carefully in evaluating the
forward-looking statements herein and are cautioned not to place undue reliance on such
forward-looking statements, which are qualified in their entirety by this cautionary statement. The
forward-looking statements made herein speak only as of the date of this press release and we
undertake no obligation to publicly update such forward-looking statements to reflect subsequent
events or circumstances.
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Investor Contacts: |
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Todd Fromer
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Jim Henry, Chief Executive Officer |
KCSA Strategic Communications
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Henry Bros. Electronics, Inc. |
212-896-1215
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201-794-6500 |
tfromer@kcsa.com
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jhenry@hbe-inc.com |