-----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, HMguHa2+hBTKYu6fiiJDRSvZHdpnmsjfx9mFm+b71OY0lzCbowrHNqMUJLra03YQ b6/nsUA3K3c1YZKmIo+JtQ== 0001016681-97-000040.txt : 19970918 0001016681-97-000040.hdr.sgml : 19970918 ACCESSION NUMBER: 0001016681-97-000040 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970912 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: FREQUENCY ELECTRONICS INC CENTRAL INDEX KEY: 0000039020 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 111986657 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-08901 FILM NUMBER: 97679695 BUSINESS ADDRESS: STREET 1: 55 CHARLES LINDBERGH BLVD CITY: MITCHEL FIELD STATE: NY ZIP: 11553 BUSINESS PHONE: 5167944500 MAIL ADDRESS: STREET 1: 55 CHARLES LINDBERGH BOULEVARD CITY: MITCHELL FIELD STATE: NY ZIP: 11553 424B3 1 FREQUENCY ELECTRONICS, INC. SUPPLEMENT TO PROSPECTUS DATED JULY 26, 1996 This Prospectus Supplement supersedes and updates certain information in the Selling Shareholder Table of the Company's July 26, 1996 Reoffer Prospectus (the "Prospectus"). The information contained herein should be read in conjunction with the information set forth in the Prospectus. Capitalized terms used but not defined herein shall have the meaning given to such terms in the Prospectus.
No. of No. %-age Common of of Shares No. Common Common Owned of Shares Shares Position Prior Common Owned Owned Selling with to Shares After After Shareholder Plan Company Offering (1) Offered (1) Offering (1) offering (2) Martin Sr. Exec. Bloch Plan Pres., 565,261 100,000 430,261 7.7% Restricted Dir.(3)(6)(7) 35,000 Stock Plan TOTAL 135,000 Joseph Franklin Sr. Exec. Plan Chairman, CEO, 90,000 25,000 30,000 (8) Restricted CFO(7) 35,000 Stock Plan TOTAL 60,000 Markus Hechler 1982 Plan Vice President, 47,500 7,500 500 (8) 1984 Plan Acting Secy.(7) 6,500 1987 Plan 18,000 Restricted Stock Plan 10,000 1993 Plan 5,000 TOTAL 47,000 John Ho Restricted Director(7) 36,125 10,000 26,125 (8) Stock Plan TOTAL 10,000 Abraham Lazar 1984 Plan Director 6,000 6,000 0 0 (4)(6)(7) TOTAL 6,000 No. of No. %-age Common of of Shares No. Common Common Owned of Shares Shares Position Prior Common Owned Owned Selling with to Shares After After Shareholder Plan Company Offering (1) Offered (1) Offering (1) offering (2) Len Martire 1984 Plan V.P.(7) 41,900 24,900 0 0 1987 Plan 5,000 Restricted Stock Plan 9,000 1993 Plan 3,000 TOTAL 41,900 Marvin Meirs 1984 Plan V.P.(7) 37,967 5,000 17,967 (8) Restricted Stock Plan 10,000 1993 Plan 5,000 TOTAL 20,000 Harry Newman 1982 Plan Secy., 18,001 3,800 5,239 (8) 1984 Plan Treas.(5)(6)(7) 3,962 Restricted Stock Plan 5,000 TOTAL 12,762 Charles Stone 1982 Plan V.P.(7) 30,678 6,000 4,876 (8) 1984 Plan 3,000 1987 Plan 9,802 Restricted Stock Plan 5,000 1993 Plan 2,000 TOTAL 25,802 Al Vulcan Restricted V.P. 15,000 10,000 0 0 Stock Plan 5,000 1993 Plan TOTAL 15,000 Holders of Control Sr. Exec. N/A N/A TOTAL 25,000 N/A N/A Secur. Plan Holders of Control Restricted N/A N/A TOTAL 66,500 N/A N/A Secur. Stock Plan Holders of Control 1993 Plan N/A N/A TOTAL 167,000 N/A N/A Secur. GRAND TOTAL 631,964
2 (1) Includes shares of common stock which may be issued upon the exercise of outstanding stock options or stock purchase rights under the Plans but does not include (except as listed generically under the heading "Number of Common Shares Offered") an additional 258,500 shares of common stock which may be issued upon the exercise of stock options or stock purchase rights issuable in the future under the Plans. (2) Based upon 5,564,130 shares being issued and outstanding including 470,017 shares of common stock which may be issued upon the exercise of outstanding stock options or stock purchase rights under the Plans but excluding 912,187 issued common shares currently being held as treasury stock and also excluding 258,500 common shares which may be issued upon the exercise of stock options or stock purchase rights issuable in the future under the Plans. (3) At this time, Martin Bloch has taken a voluntary leave of absence as president of the Company, and is attending Company board meetings and acting solely in an advisory capacity. He is not participating in any Company board decisions or board actions (by vote, written consent or otherwise) and is voluntarily abstaining from participation except when called upon for information) from any board discussion of corporate policy or board action. (4) At this time, Abraham Lazar is voluntarily abstaining from any further attendance at or participation in Company board meetings or other board activities. (5) At this time, Harry Newman has taken a voluntary leave of absence as secretary and treasurer of the Company. (6) The foregoing restrictions on Messrs. Bloch's, Lazar's and Newman's participation in the Company's affairs will abide until the final disposition of the Federal Indictment as to each of them respectively whereby, depending on the result, they will respectively either resign from or resume their original positions. See Item 3 - Legal Proceedings in the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 1997 which is incorporated herein by reference. (7) The Selling Shareholder serves or has served as an officer and/or director of one or more subsidiaries of the Company at some time within the past three years. (8) Less than 1% Dated: September 12, 1997 3 -----END PRIVACY-ENHANCED MESSAGE-----