-----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, CSpkg7pUgVB9jQHC92Okso4EDfTOswTzQKLGH6c8bvOvb2niSCcH8aOl2bEZgd6G 2dTM4Ww/MrbFzmb/KWS14g== 0000914317-09-002172.txt : 20091124 0000914317-09-002172.hdr.sgml : 20091124 20091124164635 ACCESSION NUMBER: 0000914317-09-002172 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20091123 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: 20091124 DATE AS OF CHANGE: 20091124 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: 091205311 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-103978_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 November 23, 2009 ESPEY MFG & ELECTRONICS CORP. (Exact name of registrant as specified in its charter) New York 001-04383 14-1387171 (State or Other Jurisdiction (Commission File (IRS Employer of 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)) 1 Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Attached to this Report as Exhibit 10.2 is the full text of the amendment issued to the transition services agreement with Howard Pinsley, the Company's Chief Executive Officer. This amendment modifies the agreement filed under cover of a Report on Form 8-K dated July 27, 2009, extending the current term of the agreement with Mr. Pinsley from December 31, 2009 to February 26, 2010. All other terms of the agreement remain the same. Item 8.01. Other Events On November 24, 2009, Espey Mfg. & Electronics Corp. issued a press release announcing that the Company's Board of Directors had declared a special cash dividend and a regular quarterly dividend. 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 Amendment to Second Amended and Restated Howard Pinsley Agreement 99.1 Press Release dated November 24, 2009 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: November 24, 2009 ESPEY MFG. & ELECTRONICS CORP. By: /s/ David A. O'Neil ---------------------------------------- David A. O'Neil, Treasurer and Principal Financial Officer EX-10.2 2 ex10-2.txt EX-10.2 [LOGO SARATOGA INDUSTRIES TEL : 518-245-4400 SARATOGA ELECRO-FINISHING] FAX : 518-245-4425 www.espey.com - -------------------------------------------------------------------------------- Espey Mfg. & Electronics Corp. 233 Ballston Avenue, Saratoga Springs, NY 12866 USA AMENDMENT TO SECOND AMENDED AND RESTATED HOWARD PINSLEY AGREEMENT (Revised) AMENDMENT dated as of November 23, 2009, by and between Espey Mfg. & Electronics Corp., a New York corporation and Howard Pinsley, to that certain Agreement dated as of February 20, 2009. The parties hereby agree to amend and restate paragraph 4 of the Agreement so that it provides, in full, as follows: 4. TERM. This Agreement shall continue in effect until February 26, ---- 2010 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. IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day and year first above written. ESPEY MFG. & ELECTRONICS CORP. By: /s/ Dave O'Neil -------------------------- Name: David O'Neil Title: Treasurer /s/Howard Pinsley ------------------------------ Howard Pinsley 3 EX-99.1 3 ex99-1.txt EX-99.1 [LOGO ESPEY MFG. & ELECTRONICS CORP.] ESPEY PRESS RELEASE - ------------------- Saratoga Springs, NY; November 24, 2009- The Board of Directors of Espey Mfg. & Electronics Corp., (NYSE Amex: ESP) has declared a special cash dividend of $1.00 per share and a regular quarterly dividend of $0.225 per quarter. The dividends will be payable on December 18, 2009, to all shareholders of record on December 7, 2009. In addition, Howard Pinsley, Chairman and Chief Executive Officer of the Company, has informed the Company's Board of Directors of his intention to retire as Chief Executive Officer effective on February 26, 2010. Upon Mr. Pinsley's retirement, it is anticipated that the Board will appoint Mark St. Pierre, who was hired as President of the Company on July 27, 2009, as the new Chief Executive Officer, and that Mr. Pinsley will continue as Chairman and a non-executive officer of the Company. 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. Howard Pinsley or Mr. David O'Neil at (518) 245-4400. Certain statements in this press release 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-----