UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
January 21, 2004.
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Date of Report (Date of earliest event reported)
ESPEY MFG & ELECTRONICS CORP.
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(Exact name of registrant as specified in its charter)
New York 1-4383 14-1387171
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
233 Ballston Avenue, Saratoga Springs, New York 12866
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code): (518) 584-4100
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Item 5. Other Events and Regulation FD Disclosure.
On January 21, 2004, Espey Mfg. & Electronics Corp. (the "Company") issued a
press release announcing that it has been notified that the American Stock
Exchange ("AMEX") is conducting a review of events related to the Company's 2003
Annual Meeting of Shareholders held on November 13, 2003 at the Hilton Garden
Inn in Saratoga Springs, New York. At the meeting, the shareholders elected
three Class A Directors - Mr. Howard Pinsley, Mr. Alvin O. Sabo and Mr. Carl
Helmetag. The shareholders also ratified the appointment of KPMG, LLP as the
independent public auditors of the Company for the fiscal year ending June 30,
2004.
At the meeting, upon the advice of counsel who was present, a shareholder
proposal made at the meeting that had not been included in the Company's proxy
solicitation materials was acted upon. The proposal called for the removal,
without cause, of three members of the Company's Board of Directors, Messrs.
Michael W. Wool, Paul J. Corr and William P. Greene. The proposal was approved
as to Messrs. Wool and Corr and was not approved as to Mr. Greene by the
shareholders present at the meeting.
The AMEX inquiry does not pertain to the Company's business operations or
financial statements.
The Company also announced that pending a resolution of the AMEX inquiry, it has
postponed the Special Meeting of Shareholders, originally anticipated to occur
during January 2004, that was the subject of a preliminary proxy statement filed
with the Securities and Exchange Commission on December 12, 2003. The proxy
statement was not mailed to shareholders.
The Company has been afforded until January 29, 2004 to provide certain
information requested by AMEX in connection with its review.
For further information concerning this matter, 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
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99.1 Press Release dated January 21, 2004
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.
ESPEY MFG. & ELECTRONICS CORP.
/s/ David A. O'Neil
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David A. O'Neil, Treasurer and
Principal Financial Officer
Dated: January 21, 2004