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): December 20, 1999
ESPEY MFG & ELECTRONICS CORP.
(Exact name of registrant as specified in its charter)
New York 1-4383 14-1387171
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
233 Ballston Avenue, Saratoga Springs, New York 12866
(Address of principal executive offices) (Zip Code)
(518) 584-4100
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
ITEM 5. Other Events
On December 20, 1999, Espey Mfg. & Electronics Corp. ("Espey") amended and
restated its existing Rights Agreement dated March 31, 1989, as amended February
12, 1999, between Espey and Registrar and Transfer Company (as amended and
restated, the "Rights Agreement"). The amended and restated Rights Agreement
will be effective December 31, 1999. 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
significant amendments to the Rights Agreement include (i) the extension of the
expiration date of the Rights Agreement until December 31, 2009 (ii) the
reduction of the purchase price at which shareholders can acquire such
additional shares to $50 (subject to adjustment as described in the Rights
Agreement). As amended, the Rights Agreement remains in full force and effect.
This summary description of the Rights Agreement does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, which is
hereby incorporated herein by reference and is attached hereto as Exhibit 4.1.
ITEM 7. Financial Statement and Exhibits
(a) Financial Statements of Businesses Acquired: N/A
(b) Pro Forma Financial Information: N/A
(c) Exhibits:
4.1 Amended and Restated Rights Agreement, dated March 31, 1989, as
amended February 12, 1999 and December 31, 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
-----------------
David O'Neil, Assistant Treasurer
And Controller
Dated: December 21, 1999
EXHIBIT INDEX
Exhibit No. Document
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4.1 Amended and Restated Rights Agreement, dated March 31, 1989,
as amended February 12, 1999 and December 31, 1999, between
Espey Mfg. & Electronics Corp. and Registrar and Transfer
Company