-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JFkgrlZ48x+OXNxzw0InAl5aqQ5ZAEffw3CQT2t825RDz11eOYuSg0qorSqxm7UK 5ZDZBbHDYR1S0LH0WVMp4Q== 0000914317-03-003471.txt : 20031114 0000914317-03-003471.hdr.sgml : 20031114 20031114164158 ACCESSION NUMBER: 0000914317-03-003471 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20031113 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ESPEY MFG & ELECTRONICS CORP CENTRAL INDEX KEY: 0000033533 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 141387171 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04383 FILM NUMBER: 031005303 BUSINESS ADDRESS: STREET 1: 233 BALLSTON AVE STREET 2: COR. CONGRESS & BALLSTON AVES. CITY: SARATOGA SPRINGS STATE: NY ZIP: 12866 BUSINESS PHONE: 5185844100 MAIL ADDRESS: STREET 1: 233 BALLSTON AVE CITY: SARATOGA SPRINGS STATE: NY ZIP: 12866 FORMER COMPANY: FORMER CONFORMED NAME: ESPEY MANUFACTURING & ELECTRONICS CORP DATE OF NAME CHANGE: 19920703 8-K 1 form8k-55638espey.txt 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. -----END PRIVACY-ENHANCED MESSAGE-----