UNITED STATES
OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION
     OMB NUMBER:  3235-0058 
Washington, D.C. 20549
     Expires:  April 30, 2009 
FORM 12b-25
     Estimated average burden 
     hours per response  		2.50 
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
0-18881
  CUSIP NUMBER: 104576

(Check one): xForm 10-K  oForm 20-F o Form 11-K  oForm 10-Q  oForm 10-D  oForm N-SAR  oForm N-CSR

  For Period Ended:
December 31, 2006
 
  oTransition Report on Form 10-K    
  oTransition Report on Form 20-F    
  oTransition Report on Form 11-K    
  oTransition Report on Form 10-Q    
  oTransition Report on Form N-SAR  
  For the Transition Period Ended:
    
    
         

 

Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

   

PART I – REGISTRANT INFORMATION

Henry Bros. Electronics, Inc. 
 
Full Name of Registrant  
   
    
  
Former Name if Applicable  
   
17-01 Pollitt Drive
  
Address of Principal Executive Office (Street and Number)  
   
Fair Lawn, New Jersey 07410
 
City, State and Zip Code  

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

  (a)

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense

x
(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

  (c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Henry Bros. Electronics, Inc.’s (“Henry Bros.”) Form 10-K, for the fiscal year ended December 31, 2006, could not be filed within the prescribed time period because (i) certain information and data relating to and necessary for the completion of the Form 10-K could not be obtained within such time period without unreasonable effort or expense, and (ii) additional time is required to complete such Form 10-K, including a review of such Form 10-K by its accountants and attorneys, as a result of its transition from Form 10-KSB to Form 10-K.

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

SEC 1344 (05-06)

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

John P. Hopkins 
(201) 
794-6500 
(Name) 
(Area Code) 
(Telephone Number) 

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s). Yesx Noo

 
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof ?

Yesx Noo

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Revenues for 2006 were $42.2 million, approximately the same as the same period a year ago. The operating loss in 2006 was $1.3 million, compared to an operating profit of $2.1 million in 2005. The net loss in 2006 was $1.6 million or $0.28 per diluted share, compared to net income of $1.1 million, or $0.19 per diluted share, in 2005. The 2006 operating loss and net loss include a non-cash charge of $1.2 million (or $.21 per diluted share) associated with goodwill impairment associated with Henry Bros.’ California banking vertical market. Exclusive of this non-cash charge, 2006 operating and net loss were approximately $0.2 million and $0.4 million, respectively.

  

 

 
Henry Bros. Electronics, Inc.
 
 
(Name of Registrant as Specified in Charter)
 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date   
April 3, 2007 
  By   
 /s/ John P. Hopkins 
            John P. Hopkins, Chief Financial Officer 

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

GENERAL INSTRUCTIONS

1.     

This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.
   
2.     

One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files.
   
3.     

A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.
   
4.     

Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification.
   
5.     

Electronic Filers: This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit reports within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (§232.201 or §232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§232.13(b) of this chapter).