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) November 13, 2003.
ESPEY MFG & ELECTRONICS CORP.
--------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 1-4383 14-1387171
- -------- ------- -------------------
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
233 Ballston Avenue, Saratoga Springs, New York 12866
----------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code): (518) 584-4100
--------------
ITEM 5. Other Events and Regulation FD Disclosure
On November 14, 2003, Espey Mfg. & Electronics Corp. (the "Company") issued
a press release announcing the results of the Company's annual shareholders
meeting (the "Annual Meeting"), which was held on November 13, 2003 in
Saratoga Springs, New York. As indicated in the press release, a proposal
was made by a shareholder at the Annual Meeting to remove Directors Michael
W. Wool, Paul J. Corr and William P. Greene from the Company's Board of
Directors without cause, by separate votes. The Company's shareholders
voted in favor of the removal of Mr. Michael W. Wool and Mr. Paul J. Corr
from the Company's Board of Directors and against the removal of Mr. William
P. Greene from the Company's Board of Directors.
The press release also announces that the Company has declared a cash dividend
of $.125 per share to be payable on December 30, 2003 to all Company
shareholders of record as of December 15, 2003.
For more information concerning these matters, please refer to the Company's
press release, a copy of which is attached to this Current Report on Form 8-K as
Exhibit 99.1 and incorporated herein by reference.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit No. Document
- ----------- --------
99.1 Press Release dated November 14, 2003
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 thereunto duly authorized.
ESPEY MFG. & ELECTRONICS CORP.
/s/ David A. O'Neil
-------------------
David A. O'Neil, Treasurer and
Principal Financial Officer
Dated: November 14, 2003
FOR IMMEDIATE RELEASE
- ---------------------
Espey Holds 2003 Annual Shareholders' Meeting...
Board Declares Quarterly Dividend
Saratoga Springs, NY; November 14, 2003; Espey Mfg. & Electronics Corp.,
(AMEX:ESP) held its 2003 Annual Meeting of Shareholders yesterday at the Hilton
Garden Inn in Saratoga Springs, New York.
The Shareholders elected three class A Directors - Mr. Howard Pinsley, Mr. Alvin
O. Sabo and Mr. Carl Helmetag. The shareholders also approved the appointment of
KPMG, LLP as the independent public auditors of the Company for the fiscal year
ending June 30, 2004.
A proposal was made by a shareholder at the meeting to remove three members of
the Board of Directors without cause, by separate votes. Those Directors were
Mr. Michael W. Wool, Mr. Paul J. Corr, and Mr. William P. Greene. The
shareholders voted in favor of the removal of Mr. Wool and Mr. Corr from the
Board. The shareholders did not approve the removal of Mr. Greene, who remains
on the Board.
Mr. Corr, one of the removed Directors, was a member of the Company's
three-member audit committee. As a result of his removal, the Company's audit
committee is currently comprised of two members, rather than the three members
required by its Audit Committee Charter and the rules of the American Stock
Exchange. The Company will expeditiously move to fill the audit committee
vacancy with a qualified candidate. Additionally, the Company shall
expeditiously move to fill the vacancies on its Board of Directors to comply
with its Certificate of Incorporation.
In other business, the Board of Directors has declared a cash dividend of $.125
per share for the second quarter of the fiscal year ending June 30, 2004. The
dividend will be payable on December 30, 2003, to all shareholders of record as
of December 15, 2003.
Espey's primary business is the development, design, and production of
specialized military and industrial power supplies/electronic equipment. The
Company's web site can be found on the Internet at www.espey.com.
-------------
For further information, contact Mr. Barry Potoker at (518) 245-4400.
Certain statements in this press release may be "forward-looking statements" and
are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements represent the
Company's current expectations or beliefs concerning future events. The matters
covered by these statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from those set forth in the
forward-looking statements. The Company wishes to caution readers not to place
undue reliance on any such forward-looking statements, which speak only as of
the date made.