8-K

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

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Date of Report (Date of earliest event reported):  November 26, 2013

Anaren, Inc.

(Exact name of registrant as specified in its charter)

New York	000-06620	16-0928561
(State or other jurisdiction of incorporation)	(Commission  File Number)	(IRS Employer Identification No.)

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)

[X] 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))

Item 1.01 Entry Into a Material Definitive Agreement.

On November 26, 2013, Anaren, Inc., a New York corporation (the “Company”), entered into Amendment No. 1 to the Agreement and Plan of Merger, dated as of November 4, 2013 (the “First Amendment” and, such agreement as so amended, the “Merger Agreement”), by and among the Company, ANVC Holding Corp., a Delaware corporation, and ANVC Merger Corp., a New York corporation and wholly owned subsidiary of ANVC Holding Corp.  The Merger Agreement provides, subject to the terms and conditions thereof, for the merger of ANVC Merger Corp. with and into the Company, with the Company surviving the merger (the “Merger”).  The First Amendment clarifies that in connection with the Merger the Company’s shareholders are entitled to appraisal rights, if any, only to the extent such rights are available to the Company’s shareholders pursuant to the New York Business Corporation Law.

The foregoing description of the First Amendment and the matters contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the First Amendment, attached to this Current Report on 8−K as Exhibit 2.1, which is incorporated into this Item 1.01 by this reference.

Forward-Looking Information

This Current Report on Form 8-K contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, any statement that may project, indicate or imply future results, events, performance or achievements, and may contain the words “anticipate,” “expect,” “intend,” “plan,” “believe,” “estimate,” “may,” “project,” “will,” “continue” and similar expressions of a future or forward-looking nature. Forward-looking statements may include discussions concerning revenue, expenses, earnings, cash flow, impairments, losses, dividends, capital structure, market and industry conditions, premium and commission rates, interest rates, contingencies, the direction or outcome of regulatory investigations and litigation, income taxes and the Company’s operations or strategy. These forward-looking statements are based on management’s current views with respect to future results. Forward-looking statements are based on beliefs and assumptions made by management using currently-available information, such as market and industry materials, experts’ reports and opinions, and current financial trends. These statements are only predictions and are not guarantees of future performance. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated by a forward-looking statement. These risks and uncertainties include, without limitation: (1) the acquisition may not be consummated in a timely manner, if at all; (2) the definitive acquisition agreement may be terminated in circumstances that require the Company to pay a termination fee or reimburse certain expenses; (3) the diversion of management’s attention from the Company’s ongoing business operations; (4) the failure of the acquiror to obtain the necessary financing to complete the acquisition; (5) the effect of the announcement of the acquisition on the Company’s business relationships, operating results and business generally; and (6) the failure to obtain the requisite approvals to the acquisition, such as shareholder approval. Additional factors are set forth in Anaren’s filings with the SEC, including its Annual Report on Form 10-K for the year ended June 30, 2013, filed with the SEC on August 12, 2013 and its subsequent Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of the date on which they are made. Anaren expressly disclaims any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Important Information

 In connection with the Merger, Anaren intends to file relevant materials with the SEC, including a preliminary proxy statement, a definitive proxy statement. INVESTORS AND SHAREHOLDERS OF ANAREN ARE URGED TO READ THESE MATERIALS WHEN THEY BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ANAREN AND THE MERGER. Shareholders of Anaren can obtain more information about the proposed transaction by reviewing the Form 8-K to be filed by Anaren in connection with the announcement of the entry into the merger agreement, and any other relevant documents filed with the SEC when they become available.  The preliminary proxy statement, the definitive proxy statement and any other relevant materials (when they become available), and any other documents filed by Anaren with the SEC, may be obtained free of charge at the SEC’s web site at www.sec.gov. In addition, investors and shareholders may obtain free copies of the documents filed with the SEC by directing a written request to: Anaren, Inc., 6635 Kirkville Rd, Syracuse, New York 13057, Attention: Investor Relations. Investors and shareholders are urged to read the proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the merger.

Certain Information Regarding Participants

Anaren and its directors, executive officers, and other members of its management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of Anaren in connection with the Merger. Information regarding Anaren's directors and executive officers and their ownership of Company common stock is set forth in the proxy statement on Schedule 14A for Anaren’s 2013 annual meeting of shareholders, which was filed with the SEC on September 20, 2013. Investors and shareholders may obtain additional information regarding the interests of such potential participants by reading the preliminary proxy statement, the definitive proxy statement and the other relevant documents filed with the SEC when they become available.

Item 9.01. Exhibits.

(d)           Exhibits

Exhibit No.	Exhibit Description
2.1	Amendment No. 1 to Agreement and Plan of Merger, dated November 26, 2013, by and among Anaren, Inc., ANVC Holding Corp., a Delaware corporation and ANVC Merger 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:	November 26, 2013
		ANAREN, INC.
		By:	/s/ Lawrence A. Sala
		Name:	Lawrence A. Sala
		Title:	President and Chief Executive Officer

EX-2.1

EXHIBIT 2.1

AMENDMENT NO. 1

TO

AGREEMENT AND PLAN OF MERGER

This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this "Amendment") is entered into as of November 26, 2013, by and among ANVC Holding Corp., a Delaware corporation ("Parent"), ANVC Merger Corp., a New York corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Anaren, Inc., a New York corporation (the "Company").

R E C I T A L S:

WHEREAS, Parent, Merger Sub and the Company entered into an Agreement and Plan of Merger, dated as of November 4, 2013 (the "Merger Agreement"), pursuant to which, among other things, Merger Sub will be merged with and into the Company, with the Company as the surviving entity;

WHEREAS, Parent, Merger Sub and the Company desire to amend the Merger Agreement in order to clarify their intentions in connection with certain provisions of the Merger Agreement as more fully set forth herein;

WHEREAS, in accordance with Section 10.1 of the Merger Agreement, the Merger Agreement may only be amended in writing and signed by each of Parent, Merger Sub and the Company; and

WHEREAS, in accordance with Section 10.1 of the Merger Agreement, the respective boards of directors of Parent, Merger Sub and the Company have each (i) determined that this Amendment and the amendments to the Merger Agreement contemplated hereby are advisable and in the best interests of each of Parent, Merger Sub and the Company, respectively and (ii) approved the execution, delivery and performance of this Amendment by Parent, Merger Sub and the Company, respectively.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, representations, and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Definitions.  Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Merger Agreement.

Amendment to Merger Agreement. The Merger Agreement is hereby amended as follows:

Amendment to Section 2.8(a).  Section 2.8(a) shall be amended by adding the following sentence at the end of such Section:

"For the avoidance of doubt, holders of Company Common Stock shall only be entitled to such dissenter, appraisal or similar rights, if any, only to the extent available to such holders of Company Common Stock pursuant to the NYBCL, including Section 910 thereof."

Full Force and Effect. Except as expressly modified by this Amendment, all of the terms, representations, warranties, covenants, agreements, conditions and other provisions of the Merger Agreement shall remain in full force and effect in accordance with their respective terms.

Miscellaneous.

Counterparts.  This Amendment may be executed in several counterparts (including by facsimile or .pdf), each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of one or more signature pages relating to this Amendment (in counterparts or otherwise) by facsimile or by other electronic delivery shall be sufficient to bind the parties to the terms hereof.

Parties in Interest. This Amendment shall be binding upon and inure solely to the benefit of each party hereto and its successors and permitted assigns. Nothing in this Amendment, express or implied, is intended to or shall confer upon any Person that is not a party any right, benefit or remedy of any nature whatsoever under or by reason of this Amendment.

Other Provisions.  Sections 10.1 (first sentence only) (Amendment), 10.2 (Waiver; Extension), 10.4 (Applicable Law; Jurisdiction; Waiver of Jury Trial), 10.5 (Assignability), 10.6 (Notices), 10.7 (Severability), 10.8 (Specific Performance), 10.9 (Interpretation), 10.13 (Expenses) and 10.14 (Obligations of Parent and the Company) of the Merger Agreement are incorporated into this Amendment by reference as if fully set forth herein, mutatis mutandis.

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IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to Agreement and Plan to be duly executed as of the date first above written.

ANVC HOLDING CORP.
By:	/s/ Hugh D. Evans
Name:	Hugh D. Evans
Title:	Vice President

[Signature Page to Amendment No. 1 to Agreement and Plan of Merger]

ANVC MERGER CORP.
By:	/s/ Hugh D. Evans
Name:	Hugh D. Evans
Title:	Vice President

[Signature Page to Amendment No. 1 to Agreement and Plan of Merger]

ANAREN, INC.
By:	/s/ Lawrence A. Sala
Name:	Lawrence A. Sala
Title:	President & CEO

[Signature Page to Amendment No. 1 to Agreement and Plan of Merger]