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 (Date of Earliest Event Reported): December 1, 1997
FREQUENCY ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-8061 11-1986657
State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
55 Charles Lindbergh Blvd., Mitchel Field, NY 11553
(Address of principal executive offices) (Zip Code)
(516) 794-4500
(Registrant's telephone number, including area code)
None
(Former name, address and fiscal year, if changed since last report)
Page 1 of 7 pages
<PAGE>
ITEM 5. OTHER EVENTS
As previously reported on Form 8-K dated October 14, 1997, the board of
directors of registrant, on October 14, 1997, declared a cash dividend and a
stock dividend on its common stock. Each of these dividends was payable on
Monday, December 1, 1997 (the "Payment Date") to stockholders of record as of
the close of business on Friday, October 31, 1997 (the "Record Date"). The
details of these dividends are as follows:
The Cash Dividend: The cash dividend was paid at the rate of $0.15 per
share. The cash dividend did not apply to additional shares issued by
way of the stock dividend (the "Dividend Shares"). With respect to the
cash dividend, registrant's common stock was traded ex dividend
commencing Wednesday, October 29, 1997.
The Stock Dividend: The stock dividend was paid at the rate of one
Dividend Share for two shares held. In the event a stockholder held an
odd number of shares as of the Record Date, in lieu of a fractional
share, registrant made a cash payment on the Payment Date. The payment
was calculated at the rate of one-third of the last per share sale
price of the common stock on the Record Date, October 31, 1997. With
respect to the stock dividend, registrant's common stock will be traded
ex dividend commencing Tuesday, December 2, 1997, due bills having been
used between the Record Date and Payment Date. Dividend Shares will be
paid to registrant on its treasury stock in order that it maintain
parity of its treasury stock ownership. Cash in lieu of one fractional
share was not paid by registrant to itself, but rather, registrant was
issued one full share on account of the fractional share.
As of the Record Date the following amounts of registrant's common
stock applied:
Outstanding Shares, Treasury Shares, and Issued Shares
Shares outstanding (exclusive of affiliates' shares
registered under Form S-8) 5,047,107
Shares outstanding (affiliates' shares registered
under Form S-8) 91,000
----------
Total shares outstanding 5,138,107
Treasury shares 868,193
---------
Total shares issued 6,006,300
Stock Dividend
Payable to non-affiliates 2,523,362
Payable to affiliates on account of shares
registered under Form S-8 45,500
---------
Payable on outstanding shares 2,568,862
Payable on treasury stock 434,097
---------
Total Dividend Shares Payable 3,002,959.0
Fractional shares, less fractional share on
treasury stock (expressed in whole shares) 191.5
-----------
Total Dividend Shares and fractional shares, as adjusted 3,003,150.0
Payments of Cash Dividend and In Lieu of Fractional Shares
Cash dividend on 5,138,107 outstanding shares @ $0.15 $770,716.05
Cash in lieu of 383 fractional shares @ 1/3 of $29.25 or
$9.75, the last per share market sale price on the
Record Date 3,734.25
Total cash payments of cash dividends and fractional -----------
share dividends $774,450.30
Dividend Shares paid to non-affiliates of registrant were issued
pursuant to the exemption from registration provided by Section 3(a)(9) of the
Securities Act of 1933, as amended (the "Act"). 45,500 Dividend Shares paid to
affiliates of registrant, while likewise exempt from registration, were issued
pursuant to their registration hereunder under Form S-8 under the Act and, in
addition, 335,855 Dividend Shares reserved for future issuance on account of
anti-dilution provisions of stock options and stock purchase rights, are
registered hereunder, as hereinafter provided.
Form S-8 Registration Statement, File No. 333-08901
Registrant has, and had on the Record Date, an effective registration
statement on file with the Securities and Exchange Commission (the "Commission")
on Form S-8 No. 333-08901 which became effective on July 26, 1996 (the
"Registration Statement"). The Registration Statement relates to certain shares
of registrant's common stock issued and/or issuable under the 1982 Frequency
Electronics, Inc. Incentive Stock Option Plan (the "1982 Plan"), the 1984
Frequency Electronics, Inc. Incentive Stock Option Plan (the "1984 Plan"), the
Frequency Electronics, Inc. 1987 Stock Option Plan (the "1987 Plan"), the
Frequency Electronics, Inc. Senior Executive Stock Option Plan (the "Senior
Executive Plan"), the Frequency Electronics, Inc. Restricted Stock Plan (the
"Restricted Stock Plan") and the Frequency Electronics, Inc. 1993 Nonstatutory
Stock Option Plan (the "1993 Plan") (singly and collectively the "Plans"). Each
of the Plans contains anti-dilution provisions which provide that appropriate
adjustments will be made in the number of shares and exercise price per share of
stock subject to the stock options/rights granted under the Plans in the event
of a stock dividend.
Rule 416(b) of the Securities Act of 1933, as amended, provides that
if, prior to the completion of a distribution of securities covered by a
registration statement, additional securities of the same class are issued or
issuable as the result of a stock dividend, the registration statement shall,
unless expressly provided therein, be deemed to cover such additional securities
resulting from the stock dividend on the registered securities. A principal
purpose of this Form 8-K is to amend the Registration Statement to reflect the
change in the amount of the securities offered. The number of additional shares
to be registered under the Registration Statement consists of the sum of the
following:
(i) the number of issued but unexercised Plan options/rights owned at
the close of business on the Record Date x 0.5;
413,209 x 0.5 = 206,605 (rounded)
(ii) the number of common shares owned by affiliates of the registrant at
the close of business on the Record Date as the result of exercises
of Plan options/rights x 0.5;
91,000 x 0.5 = 45,500
(iii) the number of shares eligible for future issuance pursuant to Plans
from which options/rights were still eligible for issuance at the
close of business on the Record Date x 0.5.
258,500 x 0.5 = 129,250
(i) 206,605
+ (ii) 45,500
+(iii) 129,250
-------
381,355 = additional number of shares to be registered
<PAGE>
On a Plan by Plan basis the number of additional shares to be
registered under the Registration Statement is as follows:
Shares Owned
By Affiliates Additional
Issued But Options/Rights Following Shares
Unexercised Still Available Option/Right To Be
Name of Plan Options/Rights For Issuance Exercises Total Registered
1982 Plan 27,925 -0- -0- 27,925 13,963
1984 Plan 39,362 -0- 17,000(1) 56,362 28,181
1987 Plan 71,922 -0- -0- 71,922 35,961
Restricted
Stock Plan 70,000 66,500 74,000(1) 210,500 105,250
Senior
Executive Plan 125,000 25,000 -0- 150,000 75,000
1993 Plan 79,000 167,000 -0- 246,000 123,000
------------------------------------------------------------
413,209 258,500 91,000 762,709 381,355
(1) Represents shares owned by affiliates of the registrant at the close of
business on the Record Date. These shares were issued following the
exercise by such affiliates of Plan stock options and/or stock purchase
rights prior to the Record Date. Consequently, the 45,500 additional
shares to be registered under the Registration Statement against these
shares as the result of the stock dividend do not represent additional
shares to be issued under the Plans. They represent additional shares
to be registered under the Selling Shareholder Table of the Reoffer
Prospectus comprising part of the Registration Statement.
The Selling Shareholder Table (the "Table") of registrant's Reoffer
Prospectus (the "Prospectus") has been updated and revised effective December 2,
1997 to reflect the stock dividend. The Table, as set forth below, supersedes
certain information contained in prior Tables. It 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.
<PAGE>
<TABLE>
<CAPTION>
Number Number Percentage
of of of
Common Number Common Common
Shares of Shares Shares
Position Owned Common Owned Owned
Selling with Prior to Shares After After
Shareholder Plan Company Offering(1) Offered(1) Offering(1) Offering(2)
<S> <C> <C> <C> <C> <C> <C>
Martin Bloch Senior Executive President,
Plan Director 847,891 150,000 645,391 7.7%
Restricted Stock (3)(6)(7) 52,500
Plan -------
202,500
Joseph Franklin Senior Executive Chairman, 135,000 37,500 45,000 (8)
Plan CEO, 52,500
Restricted Stock CFO(7) ------
Plan 90,000
Markus Hechler 1982 Plan Vice President 71,250 11,250 750 (8)
1984 Plan Acting 9,750
1987 Plan Secretary(7) 27,000
Restricted Stock
Plan 15,000
1993 Plan 7,500
------
70,500
John Ho Restricted Stock Director(7)
Plan 54,187 15,000 39,187 (8)
------
15,000
Abraham Lazar 1984 Plan Director 9,000 9,000 0 0
(4)(6)(7) -----
9,000
Len Martire 1984 Plan Vice President 62,850 37,350 0 0
1987 Plan (7) 7,500
Restricted Stock
Plan 13,500
1993 Plan 4,500
------
62,850
Marvin Meirs 1984 Plan Vice President 56,950 7,500 26,950 (8)
Restricted Stock (7)
Plan 15,000
1993 Plan 7,500
------
30,000
Harry Newman 1982 Plan Secretary, 27,001 5,700 7,858 (8)
1984 Plan Treasurer 5,943
Restricted Stock (5)(6)(7)
Plan 7,500
------
19,143
Charles Stone 1982 Plan Vice President 46,017 9,000 7,314 (8)
1984 Plan (7) 4,500
1987 Plan 14,703
Restricted Stock
Plan 7,500
1993 Plan 3,000
------
38,703
Al Vulcan Restricted Stock Vice President 22,500 15,000 0 0
Plan 7,500
1993 Plan ------
22,500
Holders of
Control Senior
Securities Executive Plan N/A N/A 37,500 N/A N/A
Holders of
Control Restricted
Securities Stock Plan N/A N/A 99,750 N/A N/A
Holders of
Control
Securities 1993 Plan N/A N/A 250,500 N/A N/A
-------
TOTAL 947,946
=======
</TABLE>
<PAGE>
(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 387,750 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 8,326,783 shares being issued and outstanding including
619,814 shares of common stock which may be issued upon the exercise of
outstanding stock options or stock purchase rights under the Plans but
excluding 1,302,290 issued common shares currently being held as
treasury stock and also excluding 387,750 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%
<PAGE>
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.
FREQUENCY ELECTRONICS, INC.
By /s/ Joseph P. Franklin
-------------------------
JOSEPH P. FRANKLIN,
Chairman of the
Board of Directors
Dated: December 2, 1997
