-----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, KZYMnXhvzV8KuqkI/cFB8wsrnLugemVJk3K6Nt6eJ710APbv/gfJgbSu8zzMOWQF 0o3mW7XL9f3unhF1bfGTrA== 0000914317-09-001516.txt : 20090727 0000914317-09-001516.hdr.sgml : 20090727 20090727161647 ACCESSION NUMBER: 0000914317-09-001516 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090727 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090727 DATE AS OF CHANGE: 20090727 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04383 FILM NUMBER: 09964758 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-101954_esp.txt 8-K 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 July 27, 2009 ESPEY MFG & ELECTRONICS CORP. (Exact name of registrant as specified in its charter) New York 001-04383 14-1387171 (State or Other Jurisdiction of (Commission File (IRS Employer Incorporation) Number) Identification No.) 233 Ballston Avenue 12866 Saratoga Springs, New York (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (518) 584-4100 Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (a) Attached to this Report as Exhibit 10.2 is the full text of an amended and restated transition services agreement with Howard Pinsley, the Company's Chief Executive Officer. This agreement supercedes the agreement filed under cover of a Report on Form 8-K dated February 26, 2009. The Board of Directors and Mr. Pinsley determined that the agreement filed in February contained errors which have now been corrected. Under the agreement, if Mr. Pinsley is terminated or resigns as chief executive officer prior to December 31, 2009, he becomes a non-executive officer for a period of 36 months. In consideration for the performance of services to be provided by him, Mr. Pinsley will receive full benefits plus $16,000 per month for the first three months and $8,666.67 per month for the next 33 months. (b) The Company has appointed Mark St. Pierre, age 51, as President effective July 27, 2009. It is anticipated that Mr. St. Pierre will also be appointed to the position of Chief Executive Officer after a period to be determined by the Board of Directors. During the transition period, Mr. Pinsley will continue as Chairman of the Board and Chief Executive Officer of the Company. From 2000 to 2008, Mr. St. Pierre was employed by ITT Power Solutions, West Springfield, Massachusetts, and last held the position of Vice President and Director, Merchant Market Segment. He was responsible for the management and development of a new business unit and the growth of sales to major defense contractors and analytical instrument manufacturers. Prior to his employment with ITT Power Solutions, Mr. St. Pierre held other positions in the power supply and electronics industry for 20 years. In connection with his appointment, Mr. St. Pierre has been granted options to acquire 2,500 shares of the Company's Common Stock under its Stock Option and Restricted Stock Plan, with an exercise price to be fixed at the closing price of the Common Stock on August 3, 2009. ITEM 8.01 Other Events On July 27, 2009, Espey Mfg. & Electronics Corp. issued a press release announcing the appointment of Mark St. Pierre, as President. A copy of the press release is furnished as Exhibit 99.1 to this report. The information in this report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act), as amended, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits Exhibit No. Document - ------------- ------------ 10.2 Second Amended and Restated Howard Pinsley Agreement 99.1 Press Release dated July 27, 2009 2 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. Date: July 27, 2009 ESPEY MFG. & ELECTRONICS CORP. By: /s/ David A. O'Neil ---------------------------------------- David A. O'Neil, Treasurer and Principal Financial Officer 3 EX-10.2 2 ex10-2.txt TEL : 518-245-4400 FAX : 518-245-4425 www.espey.com [LETTERHEAD OF ESPEY MFG. & ELECRONICS CORP.] SECOND AMENDED AND RESTATED HOWARD PINSLEY AGREEMENT (Revised) -------------------------------------------------------------- AGREEMENT dated as of February 20, 2009, by and between Espey Mfg. & Electronics Corp., a New York corporation having its principal place of business at 233 Ballston Avenue, Saratoga Springs, New York 12866 (the "Company") and Howard Pinsley, an individual residing at 5 Longwood Drive, Saratoga Springs, New York, 12866 (the "Employee"). WHEREAS, the Employee has been a valued employee of the Company for many years, and is now President and Chief Executive Officer of the Company; WHEREAS, the Board of Directors of the Company wish to amend and restate again the terms of an agreement originally dated as of May 25, 2006 and amended and restated as of August 17, 2007, providing for transitional services by the Employee incidental to his succession as Chief Executive Officer of the Company; NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties agree as follows: 1. RESIGNATION OR TERMINATION. Upon the Employee's resignation or termination as Chief Executive Officer during the Term (as hereinafter defined) of this Agreement, the Employee shall become a non-executive officer of the Company for a period of thirty-six (36) months from the date of such resignation or termination. 2. COMPENSATION AND DUTIES. In consideration of the Employee's services -- ----------------------- for a period equivalent to ten (10) days a month, based upon a regular work week of four (4) days, after his resignation or termination as Chief Executive Officer, his agreement to perform duties as reasonably requested by the Company and his compliance with paragraph 5 herein, it is agreed as follows: (A) The Employee shall receive $16,000 a month, and, to the extent permissible, all benefits being received at the time of his resignation or termination as Chief Executive Officer for a period of three months, after the date of resignation or termination. (B) At the end of the above three months, the Employee's compensation will change to $8,666.67 per month for the next consecutive 33 months, and he shall receive all current benefits as above. The Employee shall be eligible to participate, to the extent permissible, in new benefits should they occur during this period of time. For ESOP and all other benefit purposes, the Employee shall continue to be treated as a full-time employee for the duration of the Agreement to the extent permissible and consistent with the terms of the ESOP and all applicable laws. (C) It is agreed that the Employee shall be reasonably available by telephone or otherwise to render advice and counsel, but need not be physically present at the Company's offices, unless his physical presence is reasonably requested by the Company. Should the employee be required to engage in any activity not within the scope of this agreement, he shall be reimbursed, in addition to his monthly salary, at an hourly rate to be mutually agreed upon between an authorized representative of the Company and himself. (D) If the Employee dies either during the Term, before his resignation or termination as Chief Executive Officer, or during the 36 month period after his transitional services become effective following such resignation or termination, the compensation payments provided for in Sections 2 (A) and 4 (B) will be paid, as scheduled, to the Employee's estate. In the event of the Employee's death, all other benefits shall cease at death. (E) The compensation and benefits payable hereunder shall be the Employee's sole and exclusive entitlement following his resignation or termination as Chief Executive Officer. 3. EXPENSES. If the Employee is requested by the Company, at any point -- --------- while he is receiving payments under paragraphs (A) or (B) of Section 2 of this Agreement, to return to Saratoga Springs, and the Employee is then not in the Saratoga Springs area, the Company shall pay the reasonable transportation costs for the Employee to return. The Employee shall not be reimbursed for any other expenses hereunder unless the Employee and the Company so agree with respect to a specific expense. 4. TERM. This Agreement shall continue in effect until December 31, -- ----- 2009 at which time this Agreement shall terminate (the "Term"). If during the Term, the Employee resigns or is terminated as Chief Executive Officer of the Company, then the provisions of this Agreement shall continue in effect during the 36 month period following such resignation or termination and as provided in Section 5 below. 5. RESTRICTIVE COVENANT: CONFIDENTIAL INFORMATION. -- ---------------------------------------------- (A) The Employee agrees that during the Term of this Agreement and for a period of five (5) years thereafter, he shall not directly or indirectly, on behalf of himself or on behalf of any other corporation, person or entity other than the Company, compete or interfere with the Company, render any services to, consult for, contract with or become an employee, officer, director, partner, member, or (except as a five percent (5%) or less shareholder of any publicly traded company) owner or shareholder of, any individual or entity which engages in the Company's business or which otherwise competes with the Company. (B) The Employee recognizes and acknowledges that there has been made available to him confidential information concerning matters affecting or relating to the products, services or business of the Company, its subsidiaries, or affiliates, including, but not limited to, intellectual property, technology, proprietary information, customer lists and other financial information, contractual relationships, past or contemplated actions, personnel matters, marketing or sales data and written or oral communications or understandings of any sort of the Company or of any of its customers in either tangible or intangible form ("Confidential Information"). The Employee further recognizes and acknowledges that this Confidential Information as it may exist from time to time belongs to the Company and is a valuable, special and unique asset of the Company's business. The Employee will not, during or after the Term of this Agreement, at any time, directly or indirectly, divulge, disclose or communicate any Confidential Information to any person, firm, corporations, association or other entity for any reason or purpose whatsoever. The Employee will promptly deliver to the Company all copies of all Confidential Information and all material of any nature belonging to the Company, and the Employee will not take with him any such Confidential Information, materials or reproductions thereof or any proprietary information of the Company in tangible or intangible form. 6. MISCELLANEOUS. Not withstanding any provision in this Agreement to -- ------------- the contrary, if during the Term of this Agreement the Employee is terminated from the Company for good and sufficient cause then all payments and benefits provided herein shall immediately cease unless the Employee seeks Arbitration pursuant to Section 14. Arbitration herein in which case such payments and benefits shall continue until the arbitrator has made an award or decision. Good and sufficient cause shall mean: (a) willful misconduct with respect to the reasonable directions of the Board; (b) conviction of a crime or indecent exposure; or (c) gross negligence or malfeasance in the performance of his obligations hereunder. 7. SUCCESSOR AND ASSIGNS. This Agreement shall be binding upon and -- ----------------------- insure to the benefit of the parties hereto, and their respective legal representatives, heirs, successors and assigns. 5 8. NOTICES. Any notices, consents or information required or requested -- ------- or permitted by this Agreement shall be sent to the parties at the addresses shown above, unless such address is changed by written notice hereunder. 9. SEVERABILITY. In the event any provision of this Agreement or any -- ------------ portion thereof shall be deemed invalid or unenforceable for any reason, that portion or provision shall be deemed excised from this Agreement and this Agreement shall be governed, interpreted and enforced in all respects as if such invalid or unenforceable provision were originally omitted from this Agreement. 10. WAIVER. The waiver of any party of a breach of any provision of this -- ------ Agreement shall not operate as or be construed as a waiver of any subsequent breach. 11. GOVERNING LAW. This Agreement shall be governed by and construed in -- ------------- accordance with the laws of the State of New York. 12. HEADINGS. The descriptive headings used in this Agreement are for -- -------- purposes of convenience only and do not constitute a part of this Agreement. 13. ENTIRE AGREEMENT. This Agreement is the entire Agreement among the -- ----------------- parties regarding the subject matter hereof, and supersedes any prior agreements or discussions. 14. ARBITRATION. Any claim, controversy or dispute arising out of or -- ----------- relating to this Agreement, or the breach thereof, shall be settled by final and binding arbitration before a single arbitrator in accordance with the rules of the American arbitration Association, and judgment upon the award or decision rendered by the arbitrator may be entered in a Court. Any such arbitration shall be held in New York and the parties to this Agreement shall be equally the costs of the arbitrator. This AGREEMENT may not be altered or amended except in writing signed by both parties. In the event of any conflict between this Agreement and the terms of any of the Company's employment policies, manuals, or other statements regarding employment generally, now existing or hereafter promulgated, the terms of the Agreement shall control. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written. ESPEY MFG. & ELECTRONICS CORP. By: ----------------------- Name: David O'Neil ----------------------- Title: Treasurer ----------------------- Employee: ----------------------- Howard Pinsley 6 EX-99.1 3 ex99-1.txt [ESPEY MFG. & ELECTRONICS CORP. LOGO] FOR IMMEDIATE RELEASE - --------------------- Espey Mfg. & Electronics Corp. Hires New President Saratoga Springs, NY, July 27, 2009 - Espey Mfg. & Electronics Corp. (NYSE Amex: ESP) has appointed Mark St. Pierre, age 51, as President effective July 27, 2009. It is anticipated that Mr. St. Pierre will also be appointed to the position of Chief Executive Officer after a period to be determined by the Board of Directors. During the transition period, Mr. Howard Pinsley will continue as Chairman of the Board and Chief Executive Officer of the Company. From 2000 to 2008, Mr. St. Pierre was employed by ITT Power Solutions, West Springfield, Massachusetts, and last held the position of Vice President and Director, Merchant Market Segment. He was responsible for the management and development of a new business unit and the growth of sales to major defense contractors and analytical instrument manufacturers. Prior to his employment with ITT Power Solutions, Mr. St. Pierre held other positions in the power supply and electronics industry for 20 years. Mr. Howard Pinsley, CEO, commented, "We are pleased to welcome Mr. St. Pierre to our company. We believe he will be a valuable addition for today and the future." 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. David O'Neil or Mr. Howard Pinsley at (518) 245-4400. This press release may contain certain statements that are "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-----