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 Date of Report (Date of earliest event reported): February 23, 2006 Henry Bros. Electronics, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 005-62411 22-3690168 (State or other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification No.) 280 Midland Avenue, Saddle Brook, New Jersey 07663 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (201) 794-6500 ---------------------------------- (Former name or former address, if changed from 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)) Item 2.02. Results of Operation and Financial Conditions On February 23, 2006, Henry Bros. Electronics, Inc. (the "Company") issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference, announcing, among other things, the Company's financial results for the year ended December 31, 2005. Item 9.01 Financial Statements and Exhibits (c) Exhibits 99.1 Press Release dated February 23, 2006 The information contained in this Current Report on Form 8-K, including the exhibit attached hereto, is being furnished and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Furthermore, the information contained in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended. SIGNATURE 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. Henry Bros. Electronics, Inc. (Registrant) Date: February 23, 2006 By: /s/ Philip A. Timpanaro ----------------------- Philip A. Timpanaro Chief Financial Officer EXHIBIT INDEX 99.1 Press Release dated February 23, 2006