UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
August 24, 2009
ESPEY MFG & ELECTRONICS CORP.
(Exact name of registrant as specified in its charter)
New York 001-04383 14-1387171
(State or Other Jurisdiction of (Commission File (IRS Employer
Incorporation) Number) Identification No.)
233 Ballston Avenue 12866
Saratoga Springs, New York
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(518) 584-4100
Not Applicable
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(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))
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Item 2.02 Results of Operations and Financial Condition
On August 24, 2009, Espey Mfg. & Electronics Corp. issued a press release
announcing its financial results for the fiscal year ended June 30, 2009. A copy
of the press release is furnished as Exhibit 99.1 to this report. The
information in this report shall not be deemed to be filed for purposes of
Section 18 of the Securities Exchange Act of 1934 (the Exchange Act), as
amended, or otherwise subject to the liability of that section, and shall not be
incorporated by reference into any registration statement or other document
filed under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events
A. On August 24, 2009, Espey Mfg. & Electronics Corp. issued a press release
announcing that the Company's Board of Directors had declared a first quarter
cash dividend of $0.225. A copy of the press release is furnished as Exhibit
99.1 to this report.
B. Additionally, the Board of Directors of Espey Mfg. & Electronics Corp. (the
"Corporation") has adopted a mandatory retirement and severance plan for the
directors of the Corporation. Under the plan, directors who have attained the
age of 76 are required to retire from the Board, provided that retirement may be
delayed until the end of the director's term.
Directors who have retired shall be eligible to become a "director emeritus" for
a maximum period of four (4) years. The actual term of a director emeritus shall
be calculated on the basis of one quarter of a year for each year of service as
a Board member. A director emeritus will have no vote, but will be expected to
participate in meetings of the Board. If the director emeritus participates in
at least 75% of the Board meetings during a calendar year, in person or by
telephone, the director emeritus will be entitled to receive remuneration in the
amount of the base annual director fee at the time of his or her retirement. In
addition, a director emeritus will be entitled to participate in the
Corporation's insurance programs offered to its employees.
An individual who has retired as a director but is an employee of the
Corporation, or is otherwise receiving compensation from the Corporation under
another severance contract or program will not be eligible for payment.
Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit No. Document
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99.1 Press Release dated August 24, 2009
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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.
Date: August 24, 2009 ESPEY MFG. & ELECTRONICS CORP.
By: /s/ David A. O'Neil
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David A. O'Neil, Treasurer and Principal
Financial Officer
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