FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 22, 1999
(February 12, 1999)
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ESPEY MFG. & ELECTRONICS CORP.
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(Exact name of registrant as specified in its charter)
New York I-4383 14-1387171
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
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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Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events.
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On February 12, 1999, Espey Mfg. & Electronics Corp. ("ESPEY") amended certain
provisions (the "Amendment") of its existing Rights Agreement dated March 31,
1989, between Espey and Registrar and Transfer Company (the "Rights Agreement").
The Rights Agreement provides, generally, that upon certain events, including
the acquisition by certain parties of a specified percentage of the Company's
stock, shareholders receive rights to purchase additional stock at a price
specified in the Rights Agreement. The Amendment extends the expiration date of
the Rights Agreement until December 31, 1999 and lowers the percentage at which
the shareholders receive those rights to 15%. As amended, the Rights Agreement
remains in full force and effect. For more information, please see the Amendment
which is attached hereto as Exhibit 4.1.
ITEM 7. Financial Statement and Exhibits
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(a) Financial Statements of Business Acquired: N/A
(b) Pro Forma Financial Information: N/A
(c) Exhibits:
4.1 Amendment to Rights Agreement, dated
February 12, 1999, between Espey Mfg. &
Electronics Corp., and Registrar and
Transfer Company.
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 O'Neil
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David O'Neil, Assistant Treasurer
And Controller
Dated: February 22, 1999
EXHIBIT INDEX
Exhibit No. Document
4.1 Amendment of Rights Agreement, dated
February 12, 1999, between Espey Mfg. &
Electronics Corp. and Registrar and Transfer
Company.