UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K/A
(Amendment
No. 1)
(Mark
one)
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ANNUAL
REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the
Fiscal Year ended April 30, 2010
OR
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TRANSITION
REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the
transition period from __________ to __________
Commission
File No. 1-8061
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FREQUENCY
ELECTRONICS, INC.
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(Exact
name of Registrant as specified in its charter)
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Delaware
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11-1986657
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(State or other jurisdiction of
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(I.R.S.
Employer Identification No.)
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incorporation
or organization)
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55
CHARLES LINDBERGH BLVD., MITCHEL FIELD, N.Y.
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11553
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(Address of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: 516-794-4500
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Securities
registered pursuant to Section 12 (b) of the
Act:
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Name
of each exchange on
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Title of each class
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which registered
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Common
Stock (par value $1.00 per share)
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NASDAQ
Global Market
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Securities
registered pursuant to Section 12 (g) of the Act:
None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes ¨ No
x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act. Yes ¨ No
x
Indicate
by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x No
¨
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (para 232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes¨ No
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Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of Registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
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Large
accelerated filer ¨
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Accelerated
filer ¨
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Non-accelerated
filer ¨
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Smaller
Reporting Company x
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes ¨ No x
The
aggregate market value of voting stock held by non-affiliates of the Registrant
as of October 31, 2009 - $27,500,000
APPLICABLE
ONLY TO CORPORATE ISSUERS:
The
number of shares outstanding of Registrant's Common Stock, par value $1.00 as of
July 23, 2010 – 8,241,473
DOCUMENTS
INCORPORATED BY REFERENCE: PART III incorporates information by reference from
the definitive proxy statement for the Annual Meeting of Stockholders to be held
on or about October 6, 2010.
EXPLANATORY
NOTE
This
Amendment No. 1 on Form 10-K/A hereby amends the Registrant's Annual Report on
Form 10-K for the fiscal year ended April 30, 2010 (the “Form 10-K”), which the
Registrant filed with the Securities and Exchange Commission on July 29,
2010. This amendment is being filed solely to amend and replace
Exhibit 23.1 to the Form 10-K, which inadvertently omitted references to certain
of the Registrant’s registration statements.
This
Amendment does not affect any other parts of or exhibits to the Form 10-K, and
those unaffected parts or exhibits are not included in this
Amendment. Except as described above, no other portion of the Form
10-K for the fiscal year ended April 30, 2010 is amended hereby and the Form
10-K continues to speak as of the date of the original filing of the Form
10-K. No modification or update is otherwise being made to any other
disclosure or exhibits to such Form 10-K. Accordingly, this Amendment
should be read in conjunction with such Form 10-K and the Registrant's filings
made with the Securities and Exchange Commission subsequent to the date of such
Form 10-K.
2
Item 15. Exhibits, Financial
Statement Schedules.
(2)
EXHIBITS
Exhibit
23.1 Consent
of Independent Registered Public Accounting Firm
Exhibit
31.1 Certification
of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
Exhibit
31.2 Certification
of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
Exhibit
32.1 Certification
of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
Exhibit
32.2 Certification
of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
The
exhibits listed in the accompanying Index to Exhibits are filed or incorporated
by reference as part of this annual report.
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SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, on the 29th day of November
2010.
INDEX TO
EXHIBITS
ITEM
15(a)(2)
Certain
of the following exhibits were filed with the Securities and Exchange Commission
as exhibits, numbered as indicated below, to the Registration Statement or
report specified below, which exhibits are incorporated herein by
reference:
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this
Form 10-K/A
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Description
of Exhibit
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NOTE
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3.1
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Copy
of Certificate of Incorporation of the Registrant filed with the Secretary
of State of Delaware
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(1)
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3.2
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Amendment
to Certificate of Incorporation of the Registrant filed with the Secretary
of State of Delaware on March 27, 1981
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(2)
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3.3
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Amendment
to Certificate of Incorporation of the Registrant filed with Secretary of
State of Delaware on October 26, 1984
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(5)
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3.4
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Amendment
to Certificate of Incorporation of the Registrant filed with the Secretary
of State of Delaware on October 22, 1986
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(7)
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3.5
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Amended
and Restated Certificate of Incorporation of the Registrant filed with the
Secretary of State of Delaware on October 26, 1987
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(9)
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3.6
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Amended
Certificate of Incorporation of the Company filed with the Secretary of
State of Delaware on November 2, 1989
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(9)
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3.7
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Copy
of By-Laws of the Registrant, as amended to date
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(3)
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4.1
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Specimen
of Common Stock certificate
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(1)
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10.1
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Registrant’s
1997 Independent Contractor Stock Option Plan
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(10)
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10.8
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Employment
agreement between Registrant and Harry Newman
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(4)
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10.9
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Employment
agreement between Registrant and Marcus Hechler
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(4)
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10.10
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Employment
agreement between Registrant and Charles Stone
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(8)
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10.13
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Lease
agreement between Registrant and Reckson Operating Partnership, L.P. dated
January 6, 1998
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(11)
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10.16
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Registrant’s
Cash or Deferral Profit Sharing Plan and Trust under Internal Revenue Code
Section 401, dated April 1, 1985
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(6)
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10.21
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Form
of Agreement concerning Executive Compensation
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(2)
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10.23
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Registrant’s
Senior Executive Stock Option Plan
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(8)
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10.24
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Amendment
dated Jan. 1, 1988 to Registrant’s Cash or Deferred Profit Sharing Plan
and Trust under Section 401 of Internal Revenue Code
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(8)
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5
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Exhibit
No. in
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this
Form 10-K/A
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Description of
Exhibit
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NOTE
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10.25
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Executive
Incentive Compensation Plan between Registrant and various
employees
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(8)
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21
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List
of Subsidiaries of Registrant
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Filed
with Form 10-K
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23.1
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Consent
of Independent Registered Public Accounting Firm to incorporation by
reference of 2009 audit report in
Registrant’s Form S-8 Registration
Statement.
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Filed
herewith
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31.1
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Certification
of the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
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Filed
herewith
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31.2
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Certification
of the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
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Filed
herewith
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32.1
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Certification
of the Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
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Filed
herewith
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32.2
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Certification
of the Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
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Filed
herewith
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NOTES:
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(1)
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Filed
with the SEC as an exhibit, numbered as indicated above, to the
registration statement of Registrant on Form S-1, File No. 2-29609, which
exhibit is incorporated herein by
reference.
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(2)
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Filed
with the SEC as an exhibit, numbered as indicated above, to the
registration statement of Registrant on Form S-1, File No. 2-71727, which
exhibit is incorporated herein by
reference.
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(3)
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Filed
with the SEC as an exhibit, numbered as indicated above, to the annual
report of Registrant on Form 10-K, File No. 1-8061 for the year ended
April 30, 1981, which exhibit is incorporated herein by
reference.
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(4)
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Filed
with the SEC as an exhibit, numbered as indicated above, to the
registration statement of Registrant on Form S-1, File No. 2-69527, which
exhibit is incorporated herein by
reference.
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(5)
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Filed
with the SEC as an exhibit, numbered as indicated above, to the annual
report of Registrant on Form 10-K, File No. 1-8061, for the year ended
April 30, 1985, which exhibit is incorporated herein by
reference.
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(6)
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Filed
with the SEC as exhibit, numbered as indicated above, to the annual report
of Registrant on Form 10-K, File No. 1-8061, for the year ended April 30,
1986, which exhibit is incorporated herein by
reference.
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(7)
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Filed
with the SEC as an exhibit, numbered as indicated above, to the annual
report of Registrant on Form 10-K, File No. 1-8061, for the year ended
April 30, 1987, which exhibit is incorporated herein by
reference.
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(8)
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Filed
with the SEC as an exhibit, numbered as indicated above, to the annual
report of Registrant on Form 10-K, File No. 1-8061, for the year ended
April 30, 1989, which exhibit is incorporated herein by
reference.
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(9)
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Filed
with the SEC as an exhibit, numbered as indicated above, to the annual
report of Registrant on Form 10-K, File No. 1-8061, for the year ended
April 30, 1990, which exhibit is incorporated herein by
reference.
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(10)
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Filed
with the SEC as an exhibit, numbered as indicated above, to the
registration statement of Registrant on Form S-8, File No. 333-42233,
which exhibit is incorporated herein by
reference.
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(11)
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Filed
with the SEC as an exhibit, numbered as indicated above, to the annual
report of Registrant on Form 10-K, File No. 1-8061, for the year ended
April 30, 1998, which exhibit is incorporated herein by
reference.
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6
Exhibit
23.1
We
consent to the incorporation by reference in the Registration Statements on Form
S-8 (Nos. 333-08901, 333-40506, 333-140938, 333-156600 and 333-42233) of
Frequency Electronics, Inc. of our report dated July 29, 2010 with respect
to our audits of the consolidated financial statements as of and for each of the
years ended April 30, 2010 and 2009, which is incorporated by reference in this
Annual Report on Form 10-K/A.
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/s/ EisnerAmper LLP
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EisnerAmper
LLP
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(formerly
Eisner LLP)
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November
29, 2010
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Exhibit
31.1
Certification
I, Martin
B. Bloch, certify that:
1. I
have reviewed this Form 10-K/A (Amendment No. 1 to Annual Report on Form 10-K
for the fiscal year ended April 30, 2010) of Frequency Electronics,
Inc.;
2. Based
on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3. Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
4. The
registrant’s other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
(a) Designed
such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
(b) Designed
such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
(c) Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
(d) Disclosed
in this report any change in the registrant’s internal control over financial
reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5. The
registrant’s other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
(a) All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
(b) Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant’s internal control over financial
reporting.
Date: November
29, 2010
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By:
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/s/ Martin B. Bloch
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Martin
B. Bloch
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Chief
Executive Officer
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Exhibit
31.2
Certification
I, Alan
L. Miller, certify that:
1. I
have reviewed this Form 10-K/A (Amendment No. 1 to Annual Report on Form 10-K
for the fiscal year ended April 30, 2010) of Frequency Electronics,
Inc.;
2. Based
on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3. Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
4. The
registrant’s other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
(a) Designed
such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
(b) Designed
such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
(c) Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
(d) Disclosed
in this report any change in the registrant’s internal control over financial
reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5. The
registrant’s other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
(a) All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
(b) Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant’s internal control over financial
reporting.
Date: November
29, 2010
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By:
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/s/ Alan L. Miller
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Alan
L. Miller
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Chief
Financial Officer
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Exhibit
32.1
CERTIFICATION
PURSUANT TO
SECTION
906 OF
THE
SARBANES-OXLEY ACT OF 2002
Certification of
CEO
In
connection with the Annual Report of Frequency Electronics, Inc. (the “Company”)
on Form 10-K/A (Amendment No. 1 to Annual Report on Form 10-K for the fiscal
year ended April 30, 2010) as filed with the Securities and Exchange Commission
on the date hereof (the “Report”), I, Martin B. Bloch, Chief Executive Officer
of the Company, certify, pursuant to Section 18 U.S.C. 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that:
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(1)
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The
Report fully complies with the requirements of Section 13(a) and 15(d) of
the Securities Exchange Act of 1934;
and
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(2)
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The
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
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/s/ Martin B. Bloch
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November
29, 2010
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Martin
B. Bloch
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Chief
Executive Officer
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A signed
original of this written statement required by Section 906, or other document
authenticating, acknowledging, or otherwise adopting the signature that appears
in typed form within the electronic version of this written statement required
by Section 906, has been provided to the Company and will be retained by the
Company and furnished to the Securities and Exchange Commission or its staff
upon request.
Exhibit
32.2
CERTIFICATION
PURSUANT TO
SECTION
906 OF
THE
SARBANES-OXLEY ACT OF 2002
Certification of
CFO
In
connection with the Annual Report of Frequency Electronics, Inc. (the “Company”)
on Form 10-K/A (Amendment No. 1 to Annual Report on Form 10-K for the fiscal
year ended April 30, 2010) as filed with the Securities and Exchange Commission
on the date hereof (the “Report”), I, Alan L. Miller, Chief Financial Officer of
the Company, certify, pursuant to Section 18 U.S.C. 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:
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(1)
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The
Report fully complies with the requirements of Section 13(a) and 15(d) of
the Securities Exchange Act of 1934;
and
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(2)
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The
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
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/s/ Alan L. Miller
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November
29, 2010
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Alan
L. Miller
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Chief
Financial Officer
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A signed
original of this written statement required by Section 906, or other document
authenticating, acknowledging, or otherwise adopting the signature that appears
in typed form within the electronic version of this written statement required
by Section 906, has been provided to the Company and will be retained by the
Company and furnished to the Securities and Exchange Commission or its staff
upon request.