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
March 9, 2021

ESPEY MFG & ELECTRONICS CORP.

(Exact name of registrant as specified in its charter)

New York (State or Other Jurisdiction of Incorporation) 001-04383
(Commission File Number) 14-1387171 (IRS Employer Identification No.)

233 Ballston Avenue, Saratoga Springs, New York 12866

(Address of principal executive offices)

(518) 584-4100

(Registrant’s telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock $.33-1/3 par value	ESP	NYSE American
Common Stock Purchase Rights		NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 8.01 Other Events

On March 9, 2021, the Company filed a press release announcing the determination of the Board of Directors to suspend the payment of a dividend.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

Exhibit No.	Document
99.1	Press Release dated March 9, 2021

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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.

ESPEY MFG. & ELECTRONICS CORP.

/s/ David A. O’Neil                               

David A.  O’Neil

Executive Vice President and

Chief Financial Officer

Dated: March 9, 2021

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EX-99.1

Espey Suspends Dividend

Saratoga Springs, NY; March 9, 2021 - The Board of Directors of Espey Mfg. & Electronics Corp. (NYSE AMERICAN: ESP) has suspended its quarterly dividend.

The Board of Directors of Espey Mfg. & Electronics Corp. has determined to suspend payment of a cash dividend which, in accordance with practice, would have been declared and paid prior to the end of this month. In making the determination, the Board balanced the objective of maintaining Espey’s strong position to address the business challenges caused by the global pandemic which continue to confront the industries the Company services, against the historical payment of consistent dividends to shareholders.

Patrick Enright, Espey’s President and CEO, explained the Board’s decision. “The continued decline of the rail industry, the virtual collapse of the commercial airline market, the global shortage of electronic components and the erosion of on-time performance throughout the entire supply chain, will continue to contribute to delays in deliveries of product by the Company and put pressure on our earnings. We believe that conservative stewardship of our strong cash position will enable us to weather the current headwinds and to make timely and strategic investments in personnel and new programs. The Company has a robust backlog of orders and the Board determined that this approach will enable Espey to come through the pandemic in a strong position to deliver existing orders effectively and efficiently.”

Espey's primary business is the development, design, and production of specialized military and industrial power supplies/transformers.  The Company can be found on the Internet at www.espey.com.  

For further information, contact 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.

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