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.
<TABLE>
<CAPTION>
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)
<C> <C> <C> <C> <C> <C> <C>
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
<PAGE>
<CAPTION>
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)
<C> <C> <C> <C> <C> <C> <C>
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
</TABLE>
<PAGE>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
<PAGE>3
