-----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, N4bKRjJtiojKSqO8b5YHf6RnFd3eSkI0mREKR4mvcnn7iK8839kndZbSuMftGHdA Q1CbD+WHSkKK8VWIw5PmgA== 0000914317-99-000112.txt : 19990223 0000914317-99-000112.hdr.sgml : 19990223 ACCESSION NUMBER: 0000914317-99-000112 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990222 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ESPEY MANUFACTURING & 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: SEC FILE NUMBER: 001-04383 FILM NUMBER: 99546942 BUSINESS ADDRESS: STREET 1: 233 BALLSTON AVE STREET 2: CONGRESS & BALLSTON AVENUES CITY: SARATOGA SPRINGS STATE: NY ZIP: 12866 BUSINESS PHONE: 5185844100 MAIL ADDRESS: STREET 1: 233 BALLSTON AVE CITY: SARATOGA SPRINGS STATE: NY ZIP: 12866 8-K 1 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) ------------------- ESPEY MFG. & ELECTRONICS CORP. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New York I-4383 14-1387171 - -------------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 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 ------------ Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events. - ------- ------------- 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 - ------- -------------------------------- (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 ----------------- 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. EX-4.1 2 AMENDMENT TO RIGHTS AGREEMENT ----------------------------- This Amendment is adopted the 12th day of February, 1999 by the Board of Directors of Espey Mfg. & Electronics Corp. pursuant to Section 26. Supplements and Amendments. of the Rights Agreement dated as of March 31, 1989 between Espey Mfg. & Electronics Corp., a New York Corporation (the "Company") and Registrar and Transfer Co., as Rights Agent (the "Rights Agent"). Except as specifically set forth in this Amendment, the Rights Agreement and the Exhibits thereto shall remain unchanged. Now, therefore, the Rights Agreement and the Exhibits thereto are hereby amended and changed as follows: 1. Section 1. Certain Definitions. is hereby amended and changed as follows: (i) On page 2 in subsection (a) in the definition of "Acquiring Person" the language "25%" is hereby amended and changed to "15%". 2. Section 3. Issue of Right Certificate. is hereby amended and changed as follows: (i) In subsection (a) on page 6 the language "being the Beneficial Owner of 30% or more of the outstanding Common Shares of the Company" is hereby amended and changed to "being the Beneficial Owner of 15% or more of the outstanding Common Shares of the Company." (ii) In subsection (c) on page 8 in the legend the language "dated as of March 31, 1989 (the "Rights Agreement")" is hereby amended and changed to "dated as of March 31, 1989, and amended as of February 12, 1999, (the "Rights Agreement")." 3. Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights. is hereby amended and changed as follows: (i) In subsection (a) on page 13 the language "(i) the Close of Business on March 31, 1989 and" is hereby amended and changed to "(i) the Close of Business on December 31, 1999 and". 4. Section 11. Adjustment of Purchase Price; Number of Shares or Number of Rights. is hereby amended and changed as follows: (i) In subsection (a)(ii)(A)(3) on page 21 the language "(3) shall alone or together with its Affiliates and Associates, become the Beneficial Owner of 30% or more of the Common Shares," is hereby amended and changed to "(3) shall alone or together with its Affiliates and Associates, become the Beneficial Owner of 15% or more of the Common Shares,". (ii) In subsection (a)(ii)(B) on page 25 in the legend the language "dated as of March 31, 1989," is hereby amended and changed to "dated as of March 31, 1989, and amended as of February 12, 1999." 5. Section 23. Redemption. is hereby amended and changed as follows: (i) In subsection (a) on page 51 the language "earlier of the Distribution Date and March 31, 1999" is hereby amended and changed to "earlier of the Distribution Date and December 31, 1999." (ii) In subsection (c) on page 54 the language "another Distribution Date and March 31, 1999" is hereby amended and changed to "another Distribution Date and December 31, 1999." 6. Exhibit A [Form of Right Certificate] and Exhibit B Summary of Rights to Purchase Common Shares to the Rights Agreement are hereby amended and changed to reflect the amendments and changes contained in this Amendment. The Exhibits to the Rights Agreement are hereby amended and changed to reflect the amendments and changes contained herein. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Rights Agreement and the Exhibits thereto to be duly executed and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. Attest: ESPEY MFG. & ELECTRONICS CORP. /s/ Peggy A. Murphy By: /s/ Howard Pinsley - ------------------- ------------------ Peggy A. Murphy Howard Pinsley Attest: REGISTRAR TRANSFER CO. /s/ Walter Braczek By: /s/William P. Tatler - ------------------ -------------------- Walter Braczek William P. Tatler STATE OF NEW YORK COUNTY OF SARATOGA At ___________, this 18th day of February, 1999, personally appeared Howard Pinsley, duly authorized agent of Espey Mfg. & Electronics Corp. and he acknowledged this instrument, by him sealed and subscribed, to be his free act and deed and the free act and deed of Espey Mfg. & Electronics Corp. /s/ Sheila A. Osborn -------------------- Sheila A. Osborn Notary Public STATE OF NEW JERSEY COUNTY OF UNION At _____________________, this _18th day of February, 1999, personally appeared William P. Tatler, duly authorized agent of Registrar and Transfer Co. and he acknowledged this instrument, by him sealed and subscribed, to be his free act and deed and the free act and deed of Registrar and Transfer Co. /s/ Deanna Leaman ------------------ Deanna Leaman Notary Public -----END PRIVACY-ENHANCED MESSAGE-----