8-K 1 v110463_8k.txt 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 (Date of earliest event reported): March 11, 2008 -------------- Anaren, Inc. ------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) New York 000-6620 16-0928561 --------------- ------------ ------------------- (State or Other (Commission (I.R.S. Employe Jurisdiction of File Number) Identification No.) Incorporation) 6635 Kirkville Road, East Syracuse, New York 13057 -------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (315) 432-8909 Not Applicable --------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 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: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Section 8 - Other Events Item 8.01 Other Events. On March 11, 2008, Anaren, Inc., a New York corporation (the "Company"), and The M. S. Kennedy Corp., a New York corporation ("M.S. Kennedy"), entered into a non-binding Letter of Intent (the "LOI"), pursuant to which the Company agreed in principle to pursue the possible acquisition of M.S. Kennedy. The acquisition is subject to the negotiation and execution of a mutually acceptable definitive acquisition agreement, and therefore, there can be no assurance that such acquisition will be completed within any given timeframe or at all. However, at the present time, the Company anticipates that the acquisition will be completed in the Company's fourth quarter of fiscal year ending June 30, 2008. M.S. Kennedy is a Syracuse based manufacturer of analog and mixed signal hybrids used in various military and aerospace applications, and had net sales of approximately $22.4 million in 2007. On April 14, 2008, the Company issued a press release announcing the execution of the LOI, a copy of which is attached to this report as Exhibit 99.1. Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 99.1 Press Release, dated April 14, 2008, announcing the execution of a Letter of Intent with The M. S. Kennedy Corp. 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: April 14, 2008 ANAREN, INC. By: /s/ Lawrence A. Sala ----------------------------------------- Name: Lawrence A. Sala Title: President and Chief Executive Officer EXHIBIT INDEX Exhibit No. Description 99.1 Press Release, dated April 14, 2008, announcing the execution of a Letter of Intent with The M. S. Kennedy Corp.