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): November 17, 2010
Nu Horizons Electronics
Corp.
(Exact
name of registrant as specified in its charter)
|
|
DELAWARE
|
|
1-8798
|
|
11-2621097
|
|
|
|
(State or other
jurisdiction
|
|
(Commission
|
|
(I.R.S.
Employer
|
|
|
|
of
incorporation)
|
|
File
Number)
|
|
Identification
No.)
|
|
|
|
70 Maxess Road,
Melville, New York
|
|
11747
|
|
|
|
(Address of
principal executive offices)
|
|
(Zip Code)
|
|
(631)
396-5000
Registrant's
telephone number, including area code
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 (
see
General
Instruction A.2. below):
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
ý
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
On
November 17, 2010, Nu Horizons Electronics Corp. (the “Company”) issued a press
release announcing that ISS Proxy Advisory Services ("ISS"), a division of the
RiskMetrics Group and a leading independent proxy advisory firm, has recommended
that the Company's stockholders vote “FOR” the proposal to adopt the merger
agreement, dated as of September 19, 2010 by and among the Company,
Arrow Electronics, Inc. ("Arrow"), and Neptune Acquisition Corporation, Inc., a
Delaware corporation and a wholly-owned subsidiary of Arrow (the "Merger
Agreement") and the transactions contemplated thereby (the
"Merger"). Additionally, ISS has recommended that the Company's
stockholders vote “FOR” the proposal to adjourn the special meeting of the
Company's stockholders, if necessary, to permit the solicitation of additional
proxies if there are not sufficient votes at the time of the special meeting to
approve the Merger. A copy of the press release is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
Additional
Information and Where to Find It
In
connection with the proposed Merger between the Company and Arrow pursuant to
the Merger Agreement, the Company has filed with the Securities and Exchange
Commission (“SEC”), a definitive proxy statement for the stockholders of the
Company and certain supplemental disclosures, and each of the Company and Arrow
may file other documents with the SEC regarding the proposed merger
transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, THE
COMPANY’S STOCKHOLDERS AND INVESTORS ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT, SUPPLEMENTAL DISCLOSURES AND OTHER DOCUMENTS FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN SUCH DOCUMENTS BECOME AVAILABLE, BECAUSE
SUCH DOCUMENTS DO OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
MERGER. Investors and stockholders are able to obtain, without
charge, a copy of the proxy statement, the supplemental disclosures and other
relevant documents containing important information about the Company and Arrow
at the SEC’s website (
http://www.sec.gov
),
and will be able to obtain any other relevant documents once such documents are
filed with the SEC. The Company’s stockholders are also be able to
obtain, without charge, a copy of the definitive proxy statement and
supplemental disclosures and will be able to obtain other relevant documents
when they become available by directing a request by mail or telephone to the
Company at 70 Maxess Road, Melville, New York 11747, Attention:
Corporate Secretary, (631) 396-5000. Information about the Company’s
directors and executive officers and other persons who may be participants in
the solicitation of proxies from the Company’s stockholders is set forth in the
Company’s definitive proxy statement on Schedule 14A, as filed with the SEC on
October 29, 2010, as amended by the supplemental disclosures filed with the SEC
on November 15, 2010.
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
The following exhibits are filed
herewith:
|
|
99.1
|
Press
release dated November 17, 2010
|
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.
|
|
Nu
Horizons Electronics Corp.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Kurt
Freudenberg
|
|
|
|
Name:
|
Kurt
Freudenberg
|
|
|
|
Title:
|
Chief
Financial Officer
|
|
|
|
|
|
|