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EX-99.1 - NU HORIZONS ELECTRONICS CORP | v204777_ex99-1.htm |
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): December 7, 2010
Nu Horizons Electronics
Corp.
(Exact
name of registrant as specified in its charter)
DELAWARE
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1-8798
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11-2621097
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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70 Maxess Road, Melville, New
York
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11747
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(Address
of principal executive offices)
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(Zip
Code)
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(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)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.07 Submission of Matters to a Vote of
Security Holders.
At a
special meeting of stockholders held on December 7, 2010, stockholders of Nu
Horizons Electronics Corp. (the “Company”) voted on the matters set forth
below. Each proposal is described in the definitive proxy statement,
which was filed by the Company with the Securities and Exchange Commission on
October 29, 2010 and amended on November 15, 2010. Each issued and
outstanding share of the Company’s common stock was entitled to one vote on the
proposals voted on at the meeting. As of October 25, 2010, which was
the record date for the special meeting, 18,524,534 shares of the
Company’s common stock were issued and outstanding. A quorum was
present at the special meeting.
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1.
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The
proposal to adopt the agreement and plan of merger, 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”), was approved based upon the following
votes:
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For
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Against
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Abstain
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Broker Non-Votes
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15,682,613 | 52,429 | 6,044 |
0
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2.
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The
proposal to adjourn the special meeting for the solicitation of additional
proxies in the event that there are not sufficient votes at the time of
the special meeting to approve the proposal to adopt the Merger Agreement,
was approved based on the following
votes:
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For
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Against
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Abstain
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Broker Non-Votes
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15,326,089 |
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410,432 |
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4,565 |
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0
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Adjournment
of the special meeting was not necessary or appropriate because there were
sufficient votes present at the time of the special meeting to adopt the Merger
Agreement.
Item
8.01 Other Events.
On
December 7, 2010, the Company issued a press release announcing that, at a
special meeting of stockholders held on December 7, 2010, its stockholders voted
to adopt the Merger Agreement.
A copy of
the press release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits.
The
following exhibits are filed herewith:
Exhibit No.
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Description
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99.1
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Press
release dated December 7,
2010
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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.
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(Registrant)
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Date:
December 7, 2010
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By:
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/s/ Kurt Freudenberg
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Name:
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Kurt
Freudenberg
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Title:
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Chief
Financial Officer
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