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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): January 27,
1995
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, former address and former fiscal year, if changed
since last report)
Page 1 of 9 pages
Exhibit Index on Page 2
ITEM 5. OTHER EVENTS.
On January 27, 1995, registrant agreed with Richard C. Blum &
Associates L.P. ("RCBA"), one of its major shareholders,to
acquire in a private transaction, 225,000 shares of registrant's
common stock (the "Stock") from BK Capital Partners III, L.P.,
an RCBA affiliate, at a per share price of 4 1/4, totalling
$956,250. On the date of the agreement, the bid and asked
prices for registrant's stock, as quoted on the American Stock
Exchange, Inc., were 4 1/4 and 4 1/2, and the closing price was
4 1/4. The transaction closed on January 31, 1995.
At the time of the agreement RCBA and its affiliates owned a
total of 876,350 shares of Stock which constituted 16.64% of
registrant's outstanding shares. Upon the closing of the
transaction, RCBA and its affiliates own a total of 651,350
shares of the Stock which constitutes 12.92% of registrant's
outstanding shares. Prior to the agreement, registrant had
739,305 shares held in its treasury. Upon the closing of the
transactions, registrant had 964,305 shares in its treasury.
ITEM 7. EXHIBITS
The exhibits filed as a part of this report are as follows:
Page No.
10(a) Agreement, between BK Capital Partners III, L.P.
and Frequency Electronics, Inc. dated as of January 27, 1995.
4
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/ Dawn Rhodes Johnston
DAWN RHODES JOHNSTON, Vice President
Date: February 22, 1995
EXHIBIT 10(a)
AGREEMENT FOR PURCHASE AND SALE OF STOCK
Agreement, made as of this Friday, January 27, 1995, between
BK Capital Partners III, L.P.
909 Montgomery Street, Suite 400
San Francisco, CA 94133
("Seller")
and
Frequency Electronics, Inc.
55 Charles Lindbergh Boulevard
Mitchel Field, NY 11553
("Buyer")
Whereas:
A. Richard C. Blum & Associates, L.P. ("Blum Associates") is
affiliated with, by way of controlling or being under common
control with, Seller. Blum Associates, Seller and other such
affiliates thereof collectively own a total of 876,350 shares of
common stock of Buyer ("Buyer Stock").
B. Seller owns 330,300 shares of Buyer Stock.
C. Buyer Stock is traded on the American Stock Exchange
("ASE"). On the day as of which this agreement (the
"Agreement") is dated (the "Agreement Date"), the bid and asked
prices for the Buyer Stock on the ASE were, respectively, 4 1/4
and 4 1/2 and the closing price thereon was 4 1/4.
D. On the Agreement Date Seller agreed to sell and deliver to
Buyer, and Buyer agreed to purchase and pay for, 225,000 shares
of Buyer Stock (the "Shares") upon the terms and conditions
hereinafter set forth.
Now, Therefore, Witnesseth, that in consideration of the
premises and of the mutual covenants and promises herein set
forth, the parties hereto hereby agree as follows:
1. Sales and Purchase of Shares.
1.1 Transaction. Subject to the terms and conditions of this
Agreement, Seller will sell to Buyer and Buyer will purchase
from Seller, in the manner hereinafter provided, all (but not
less than all) of the Shares.
1.2 Consideration of Buyer. Buyer agrees to pay to Seller as
the purchase price for the Shares the per Share price of $4.25,
aggregating $956,250, payable in full by certified wire transfer
of bank funds to be caused by Buyer to be transmitted by Buyer's
bank to the bank account designated by Seller, forthwith upon
the execution of this Agreement (the "Closing Date").
1.3 Consideration of Seller. Seller agrees to transfer the
Shares to Buyer by causing Seller's securities broker-dealer to
transmit the Shares, through the facilities of The Depository
Trust Company, to the securities account designated by Buyer,
forthwith upon the execution of this Agreement (the ("Closing
Date). In addition, Seller shall pay all transfer costs and
taxes, if any, for which a charge is made and which charge is
billed by either Buyer's or Seller's securities broker-dealer.
1.4 Transmission and Transfer Instructions.
a. Buyer shall transmit bank funds in payment for the Shares
as follows:
Citibank N.A., 460 West 33rd Street, New York, NY 10001
ABA No. 021000089, for the credit of
Bear Stearns & Co., Inc., Account No. 09253186
Reference BK Capital Partners III, Account No. 102-55529-26
b. Seller shall transfer the Shares as follows:
The Depository Trust Company, 55 Water Street, NY, New York
10004
for the account of Bear Stearns &. Co., Inc., 245 Park Ave.,
9th Floor
New York, NY 10167, DTC Participant No. 352, for the further
account
of Frequency Electronics, Inc., Account No. 03836955,
attention of
Account Executive Walter Hess, Telephone (212) 272-6959
1.5 Default. In the event performance by Buyer or Seller of
their respective obligations hereunder shall not have been made
in accordance with the terms of this Agreement, then and in such
event the nonperforming party shall be deemed to be in default
and the liabilities of the respective parties, one to the other,
shall be as hereinafter provided, unless such default by the
nonperforming party is waived by the other party in the manner
hereinafter prescribed. Instruction for wire transfer of the
said bank funds by Buyer as aforesaid and instruction for
transfer of the Shares by Seller as aforesaid, on or before the
Closing Date, shall be deemed to be of the essence of this
Agreement and failure to abide by the strict terms thereof,
absent an appropriate waiver thereof, shall be deemed a default
and breach of this Agreement.
2. Representations and Warranties of Seller.
Seller represents and warrants to Buyer effective this date and
to be effective at the Delivery Date as follows:
2.1 Ownership of Shares. Seller is the beneficial owner of
all the Shares. None of the Shares is subject to any lien,
pledge or encumbrance. Seller has full right, power and
authority to enter into this Agreement and to sell, transfer,
assign and deliver the Shares to Buyer pursuant to this
Agreement, free and clear of all liens, encumbrances, charges,
claims, and security interests. Upon Buyer's receipt of the
Shares from the Seller, Buyer shall have good and marketable
title to all of the Shares free and clear of all liens,
encumbrances, charges, claims and security interests, and rights
of third parties of any kind whatsoever.
2.2 Power to Sell. This Agreement has been duly and validly
executed and delivered by Seller and constitutes a valid and
binding obligation of Seller enforceable in accordance with its
terms. No consent of any lender, trustee, or other person is
required, nor do mortgages, indenture, trust, lease contract,
loan agreement, shareholders' agreement, partnership agreement,
joint venture agreement, license agreement, or any other
instrument, agreement or obligation to which Seller is a party,
or by which Seller is bound, conflict with, restrict or prohibit
execution and delivery of this Agreement and consummation of the
transaction contemplated hereby.
2.3 Knowledge of Seller. The Seller represents and warrants
that it is knowledgeable with respect to the business and
financial condition of Buyer and that it has been furnished with
such financial and other data relating to the business and
financial condition of Buyer as he considered necessary or
advisable to enable him to form a decision concerning the sale
of the Shares as herein provided.
3. Representations and Warranties of Buyer.
Buyer represents and warrants to Seller effective this date and
to be effective at the Delivery Date as follows:
3.1 Power to Buy. This Agreement has been duly and validly
executed and delivered by Buyer and constitutes a valid and
binding obligation of Buyer enforceable in accordance with its
terms. No consent of any lender, trustee, or other person is
required, nor do mortgages, indenture, trust, lease contract,
loan agreement, shareholders' agreement, partnership agreement,
joint venture agreement, license agreement, or any other
instrument, agreement or obligation to which Buyer is a party,
or by which Buyer is bound, conflict with, restricted or
prohibit execution and delivery of this Agreement and
consummation of the transaction contemplated hereby.
3.2 Compliance with Law. Buyer has, with respect to the
transaction provided herein, complied with all applicable
securities laws and all orders and regulations of all
governmental departments, commissions, boards, agencies and
instrumentalities, domestic or foreign, having jurisdiction over
it.
4. Intermediaries.
Seller and Buyer represent and warrant, each to the other,
that the transaction contemplated hereby has been initiated and
negotiated by them directly with one another and without the
intervention of any third parties so as not to give rise to any
valid claims against any of the parties hereto for a brokerage
commission or other like payment.
5. General.
5.1 Modification. Any party may:
a. extend any time limitation within which the other parties
may be required to fulfill a condition or covenant hereunder.
b. waive in writing the failure of fulfillment of any of the
conditions or covenants herein provided, or alternatively
rescind for such failure.
c. waive in writing compliance with any of the conditions or
covenants herein provided by the other party and so waive
performance of any of the obligations of the other parties.
5.2 Waiver. The waiver by either party of any breach, default
or failure by the other party with respect to any provision in
this Agreement shall not operate or be construed as a waiver of
any other provision hereof or of any subsequent breach hereof.
5.3 Further Assurances. Each party agrees to execute any such
further documents or instruments, and to do such further acts or
things, requested by the other party, as may be reasonably
necessary or desirable to effectuate the purposes of this
Agreement and to carry out its provisions.
5.4 Merger. This Agreement constitutes a complete statement of
all of the arrangements, understandings and agreements between
the parties, and all prior memoranda and oral understandings
with respect thereto are merged into this Agreement. None of
the parties shall rely on any statement by or in behalf of the
other parties which is not contained in this Agreement.
5.5 Amendment. This Agreement cannot be changed, modified,
amended or terminated except in accordance with its own
provisions or except in writing, signed by each party.
5.6 Governing Law. Irrespective of the place of execution or
performance of this Agreement, it shall be governed by and
construed in accordance with the laws of the State of New York.
5.7 Benefit. This Agreement shall bind and inure to the
benefit of the parties hereto and their respective legal
representatives, successors and assigns. Nothing herein
expressed or implied is intended or shall be construed to confer
upon or give any person, firm or corporation other than the
parties hereto and their respective legal representatives,
successors and assigns any rights or benefits under or by reason
of this Agreement.
5.8 Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original but
all of which together shall constitute one and the same
Agreement.
5.9 Headings. The headings in this Agreement are intended
solely for convenience of reference and shall be given no effect
in the construction or interpretation of this Agreement.
5.10 Notices. All notices, requests, demands and other
communications hereunder shall be deemed to have been duly given
if transmitted by telecopier, delivered by recognized courier,
mailed, certified or registered mail, with postage prepaid, or
served personally, at the addresses of the respective parties as
hereinabove recited or at such other addresses as the respective
parties may hereafter provide in writing to each other for such
purpose.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement this January 31, 1995.
Witness: FREQUENCY ELECTRONICS, INC.
/s/ Rose Borrelli By /s/ Joseph P. Franklin
JOSEPH P. FRANKLIN, Chairman of
the Board of Directors
Witness: BK CAPITAL PARTNERS III, L.P.
By RICHARD C. BLUM & ASSOCIATES, L.P.
By
N. COLIN LIND, Managing Director
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement this January 31, 1995.
Witness: FREQUENCY ELECTRONICS, INC.
By
JOSEPH P. FRANKLIN, Chairman of
the Board of Directors
Witness: BK CAPITAL PARTNERS III, L.P.
By RICHARD C. BLUM & ASSOCIATES, L.P.
/s/ Marc T. Scholvinck By /s/ N. Colin Lind
N. COLIN LIND, Managing Director