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As filed with the Securities and Exchange Commission on December 15, 1997
Registration Statement No. __________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FREQUENCY ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 11-1986657
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Charles Lindbergh Boulevard
Mitchel Field, NY 11553
(Address of Principal Executive Offices) (Zip Code)
FREQUENCY ELECTRONICS, INC. 1997 INDEPENDENT CONTRACTOR STOCK OPTION PLAN
(Full title of the Plan)
Joseph P. Franklin, Chief Executive and Financial Officer
Frequency Electronics, Inc.
55 Charles Lindbergh Boulevard
Mitchel Field, NY 11553
(Name and address, including zip code of agent for services)
516-794-4500
(Telephone number, including area code, of agent for service)
Copies to:
Scott Rapfogel, Esq.
Milling Law Offices
115 River Road, Bldg. 12, Suite 1205
Edgewater, NJ 07020
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 of the Securities
Act of 1933, check the following box. |X|
Page 1 of 18 pages
Exhibit Index at page 8
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
to be Registered Registered Share (1) Price (1) Fee
Common Stock, par value
$1.00 per share, under
Frequency Electronics, Inc.
1997 Independent Contractor
Stock Option Plan (2) 200,000 $17.75 $3,550,000.00 $1,207.00
(1) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457, on the basis of the average of the high and low
prices of the Registrant's Common Stock as reported on the American
Stock Exchange on December 9, 1997.
(2) Pursuant to Rule 416 there are also registered hereby such additional,
indeterminate number of shares as may become issuable by reason of the
anti-dilution provisions of the Frequency Electronics, Inc. 1997
Independent Contractor Stock Option Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this
registration statement.
(a) Registrant's Annual Report on Form 10-K for the fiscal year
ended April 30, 1997, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended.
(b) Registrant's quarterly reports on Form 10-Q for the fiscal
quarters ended July 31, 1997 and October 31, 1997,
Registrant's Current Reports on Form 8-K dated October 14,
1997 and December 1, 1997, and all other reports, if any,
filed by the Company pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal
year ended April 30, 1997.
(c) The description of Registrant's Common Stock contained in the
Registration Statement on Form 8-A filed with the Commission
on August 27, 1969 under Section 12 of the Securities Exchange
Act of 1934, including any amendment or report filed for the
purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of
this registration statement and prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered hereunder have been sold, or which deregisters all securities then
remaining unsold under this registration statement, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES
Not applicable; the class of securities to be offered is registered
under Section 12 of the Securities Exchange Act of 1934.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Certificate of Incorporation provides for
indemnification to the fullest extent permitted by Section 145 of the Delaware
General Corporation Law ("Section 145"). Pursuant thereto, Registrant
indemnifies its officers, directors, employees and agents to the fullest extent
permitted for losses and expenses incurred by them in connection with actions in
which they are involved by reason of their having been directors, officers,
employees or agents of Registrant. Section 145 permits a corporation to
indemnify any person who is or has been a director, officer, employee or agent
of the corporation or who is or has been serving as a director, officer,
employee or agent of another corporation, organization or enterprise at the
request of the corporation, against all liability and expenses (including, but
not limited to, attorneys' fees and disbursements and amounts paid in settlement
or in satisfaction of judgments or as fines or penalties) incurred or paid in
connection with any action, suit or proceeding, whether civil, criminal,
administrative, investigative or otherwise, in which he/she may be involved by
reason of the fact that he/she serves or is serving in these capacities, if
he/she acted in good faith and in a manner he/she reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no cause to believe his/her conduct was
unlawful. In the case of a claim, action, suit or proceeding made or brought by
or in the right of the corporation to procure a recovery or judgment in its
favor, the corporation shall not indemnify such person in respect of any claim,
issue or matter as to which such person has been adjudged to be liable to the
corporation for negligence or misconduct in the performance of his or her duty
to the corporation, except for such expenses as the Court may allow. Any such
person who has been wholly successful on the merits or otherwise with respect to
any such claim, action, suit or proceeding or with respect to any claim, issue
or matter therein, shall be indemnified as of right against all expenses in
connection therewith or resulting therefrom.
The Registrant's By-Laws provide for indemnification of the
Registrant's officers and directors against all liabilities (including
reasonable costs, expenses, attorneys' fees, obligations for payment in
settlement and final judgment) incurred by or imposed upon them in the
preparation, conduct or compromise of any actual or threatened action, suit, or
proceeding, whether civil, criminal or administrative, including any appeals
therefrom and any collateral proceedings in which they shall be involved by
reason of any action or omission by them in their capacity as a director or
officer of the Registrant, or of any other corporation which they serve as a
director or officer at the request of the Registrant, whether or not such person
is a director or officer at the time such liabilities are incurred or any such
action, suit or proceeding is commenced against them. The indemnification
provided by the By-Laws does not extend, however, to certain situations
involving misconduct, willful misfeasance, bad faith or gross negligence.
The Registrant maintains an insurance policy insuring its directors and
officers against liability for certain acts and omissions while acting in their
official capacities.
Various matters of litigation which may result in claims for
indemnification by certain directors and officers of Registrant are presently
pending and are more fully described in Registrant's Annual Report on Form 10-K
for the fiscal year ended April 30, 1997 (see "Item 3. Legal Proceedings"), and
the Quarterly Reports on Forms 10-Q dated July 31, 1997 and October 31, 1997
(see "Part II - Item 1. Legal Proceedings"), all of which reports are
incorporated herein by reference. Except as described in such reports, there is
no other litigation pending, and neither Registrant nor any of its directors
know of any threatened litigation which might result in a claim for
indemnification by any director or officer.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
Exhibit
Number Description of Document
------ -----------------------
3.1 Certificate of Incorporation of Registrant filed with
the Secretary of State of Delaware on May 23, 1968
(filed as Exhibit 3.1 of Registrant's registration
statement on Form S-1 (File No. 2-29609), and
incorporated herein by reference).
3.2 Amendment to Certificate of Incorporation of
Registrant filed with the Secretary of State of
Delaware on March 27, 1981 (filed as Exhibit 3.2 of
Registrant's registration statement on Form S-1 (File
No. 2-71727), and incorporated herein by reference).
3.3 Amendment to Certificate of Incorporation of
Registrant filed with the Secretary of State of
Delaware on October 26, 1984 (filed as Exhibit 27 of
Registrant's Form 10-K for the year ended April 30,
1985 and incorporated herein by reference).
3.4 Amendment to Certificate of Incorporation of
Registrant filed with the Secretary of State of
Delaware on October 22, 1986 (filed as Exhibit 42 of
Registrant's Form 10-K for the year ended April 30,
1987 and incorporated herein by reference).
3.5 Amended and Restated Certificate of Incorporation of
Registrant filed with the Secretary of State of
Delaware on October 26, 1987 (filed as Exhibit 45
of Registrants Form 10-K for the year ended April 30,
1990 and incorporated herein by reference).
3.6 Amendment to Certificate of Incorporation of
Registrant filed with the Secretary of State of
Delaware on November 2, 1989 (filed as Exhibit 59 of
Registrant's Form 10-K for the year ended April 30,
1990 and incorporated herein by reference).
3.7 Bylaws of Registrant (filed as Exhibit 3.3 to
Registrant's Form 10-K for the year ended April 30,
1981, and incorporated herein by reference)
4.1 Frequency Electronics, Inc. 1997 Independent
Contractor Stock Option Plan.
5.1 Opinion of Milling Law Offices.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Milling Law Offices (included in Exhibit
5.1).
24.1 Power of Attorney - Joel Girsky
24.2 Power of Attorney - John C. Ho
Item 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Mitchel Field, County of Nassau, Town of Hempstead, State of New
York, on the 15th day of December, 1997.
FREQUENCY ELECTRONICS, INC.
By /s/Joseph P. Franklin
----------------------
JOSEPH P. FRANKLIN,
Chairman of the Board,
Chief Executive and Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/Joseph P. Franklin Chairman of the Board, December 15, 1997
- --------------------- Chief Executive Officer,
JOSEPH P. FRANKLIN Chief Financial Officer,
and Director
/s/ John Ho Director December 15, 1997
- -----------
JOHN HO
/s/ Joel Girsky Director December 15, 1997
- ---------------
JOEL GIRSKY
INDEX TO EXHIBITS
Exhibit
Number Description of Documents Page
3.1 Certificate of Incorporation of Registrant filed with the Secretary
of State of Delaware on May 23, 1968 (filed as Exhibit 3.1 of
Registrant's registration statement on Form S-1 (File No. 2-29609),
and incorporated herein by reference)
3.2 Amendment to Certificate of Incorporation of Registrant filed with
the Secretary of State of Delaware on March 27, 1981 (filed as
Exhibit 3.2 of Registrant's registration statement on Form S-1
(File No. 2-71727), and incorporated herein by reference)
3.3 Amendment to Certificate of Incorporation of Registrant filed with
the Secretary of State of Delaware on October 26, 1984 (filed as
Exhibit 27 of Registrant's Form 10-K for the year ended April 30,
1985 and incorporated herein by reference)
3.4 Amendment to Certificate of Incorporation of Registrant filed with
the Secretary of State of Delaware on October 22, 1986 (filed as
Exhibit 42 of Registrant's Form 10-K for the year ended April 30,
1987 and incorporated herein by reference)
3.5 Amended and Restated Certificate of Incorporation of Registrant
filed with the Secretary of State of Delaware on October 26, 1987
(filed as Exhibit 45 of Registrant's Form 10-K for the year ended
April 30, 1990 and incorporated herein by reference)
3.6 Amendment to Certificate of Incorporation of Registrant filed with
the Secretary of State of Delaware on November 2, 1989 (filed as
Exhibit 59 of Registrant's Form 10-K for the year ended April 30,
1990 and incorporated herein by reference)
3.7 Bylaws of Registrant (filed as Exhibit 3.3 to Registrant's Form
10-K for the year ended April 30, 1981, and incorporated herein by
reference)
4.1 Frequency Electronics, Inc. 1997 Independent Contractor Stock
Option Plan......................................................... 9
5.1 Opinion of Milling Law Offices...................................... 15
23.1 Consent of Coopers & Lybrand L.L.P.................................. 16
23.2 Consent of Milling Law Offices (included in Exhibit 5.1)
24.1 Power of Attorney - Joel Girsky..................................... 17
24.2 Power of Attorney - John C. Ho...................................... 18
Exhibit 4.14
FREQUENCY ELECTRONICS, INC.
1997 INDEPENDENT CONTRACTOR STOCK OPTION PLAN
SECTION 1
PURPOSE AND SCOPE OF PLAN
The purpose of this Plan is to advance the interests of Frequency
Electronics, Inc. (the "Company") and its stockholders by helping the Company
obtain and retain the services of consultants and advisors upon whose judgment,
initiative, and efforts the Company is substantially dependent, and to provide
those persons with further incentives to advance the interests of the Company.
These goals will be effectuated by granting Options to purchase stock to such
persons. Such Options are not intended to qualify as Incentive Stock Options
under Section 422A of the Internal Revenue Code of 1986, as amended.
SECTION 2
CERTAIN DEFINITIONS
Unless the context otherwise requires, the following defined terms
(together with other capitalized terms defined elsewhere in this Plan) will
govern the construction of this Plan, and of any stock option agreements entered
into pursuant to this Plan:
A. "Act" means the federal Securities Act of 1933, as amended;
B. "Board of Directors" means the Board of Directors of the Company;
C. "Code" means the Internal Revenue Code of 1986, as amended (references
herein to Sections of the Code are intended to refer to Sections of the
Code as enacted at the time of this Plan's adoption by the Board of
Directors and as subsequently amended, or to any substantially similar
successor provisions of the Code resulting from recodification, renumbering
or otherwise);
D. "Committee" means the committee of two or more Directors, appointed by the
Board of Directors pursuant to subsection 3(a), below, to administer and
interpret this Plan; provided that the term "Committee" will refer to the
Board of Directors during such times as no Committee is appointed by the
Board of Directors;
E. "Common Stock" means shares of the Company's Common Stock, $1.00 par value;
F. "Company" means Frequency Electronics, Inc. a Delaware corporation, and/or
its Subsidiaries;
G. "Eligible Participant" means a person who, on the Grant Date as hereinafter
defined, is a consultant or advisor rendering bona fide services to the
Company provided, however, that such services are not rendered in
connection with the offer or sale of securities in a capital raising
transaction;
H. "Grant Date" means the date on which the Option is deemed to be granted to
the Optionee, as determined by the Committee.
I. "Option" means an Option granted pursuant to this Plan entitling the option
holder to acquire shares of Common Stock issued by the Company pursuant to
the valid exercise of the Option;
J. "Option Price" with respect to any particular Option means the exercise
price at which the Optionee may acquire each share of the Option Stock
called for under such Option;
K. "Option Stock" means Common Stock issued or issuable by the Company
pursuant to the valid exercise of an Option;
L. "Optionee" means an Eligible Participant to whom Options are granted
hereunder;
M. "Plan" means this 1997 Independent Contractor Stock Option Plan of the
Company;
N. "Stock Option Agreement" means an agreement between the Company and an
Optionee, in form and substance satisfactory to the Committee in its sole
discretion, consistent with this Plan;
O. "Subsidiary" has the same meaning as "Subsidiary Corporation" as defined in
Section 424(f) of the Code;
SECTION 3
ADMINISTRATION OF PLAN
(a) This Plan shall be administered by a Committee appointed by the
Board of Directors for such purpose. Such Committee shall consist of not less
than two members of the Board of Directors.
(b) The Committee shall have full authority and discretion to
determine, consistent with the provisions of this Plan, the Eligible
Participants to be granted Options, the times at which Options shall be granted,
the Option Price of the shares subject to each Option, the number of shares
subject to each Option, the period during which each Option shall be
exercisable, and the terms to be set forth on each Option certificate. The
Committee shall also have the authority and power to impose such contractual
restrictions, conditions, limitations and forfeitures relating to such Options
and the shares subject to each Option as the Committee shall determine. The
Committee shall have full authority and discretion to adopt and revise such
rules and procedures as it shall deem necessary for the administration of this
Plan.
(c) The Committee's interpretation and construction of any provisions
of this Plan or any Option granted hereunder shall be final, conclusive, and
binding.
SECTION 4
ELIGIBILITY AND AWARD OF STOCK OPTIONS
(a) The Committee may, from time to time, determine the Eligible
Participants who shall be granted Options under this Plan. An Eligible
Participant who has been granted an Option may be granted an additional Option
or Options under this Plan if the Committee shall so determine. The granting of
an Option under this Plan shall not affect any outstanding stock option
previously granted to an Optionee under this Plan or any other plan of the
Company.
(b) Additional Options may be granted by the Committee, at any time and
from time to time, to new Optionees, or to then Optionees, or to a greater or
lesser number of Optionees, and may include or exclude previous Optionees.
Options granted need not contain similar provisions.
SECTION 5
SHARES OF STOCK SUBJECT TO PLAN
Subject to the provisions of Section 12 of this Plan, the number of
shares that may be issued pursuant to the Options granted by the Committee under
this Plan shall not exceed two hundred thousand (200,000) shares of the Common
Stock of the Company. Such shares may be authorized and unissued shares or
shares previously acquired or to be acquired by the Company and held in
treasury. Any shares subject to an Option under this Plan that expires for any
reason or is terminated unexercised as to such shares may again be subject to an
Option under this Plan.
SECTION 6
STOCK OPTION AGREEMENTS
Options granted pursuant to this Plan shall be authorized by the
Committee and shall be evidenced by such Stock Option Agreements or other
agreements, in such form as the Committee, shall, from time to time, approve.
Such agreements shall comply with and be subject to the terms and conditions of
this Plan.
SECTION 7
OPTION PRICE
(a) Each Option shall state the number of shares to which it pertains
and shall state the Option Price, which shall not be less than the par value of
the Common Stock.
(b) The Option Price shall be payable in United States dollars upon the
exercise of the Option and may be paid in cash or by check.
(c) The cash proceeds from the sales of Common Stock pursuant to the
exercise of Options are to be added to the general funds of the Company and used
for its corporate purposes.
SECTION 8
TERM AND EXERCISE OF OPTIONS
(a) Subject to the provisions of Section 11, below, the terms of
exercisability of each Option granted hereunder shall be determined by the
Committee at its discretion.
(b) An Option may be exercised to the extent exercisable by: (i) giving
written notice of exercise to the Company, specifying the number of full shares
of Option Stock to be purchased and accompanied by full payment of the Option
Price thereof; and (ii) giving assurances satisfactory to the Company that the
shares of Option Stock to be purchased upon such exercise are being purchased
for investment and not with a view to resale in connection with any distribution
of such shares in violation of the 1933 Act; provided, however, that in the
event the Option Stock called for under the Option is registered under the 1933
Act, or in the event resale of such Option Stock without such registration would
otherwise be permissible, this second condition will be inoperative if, in the
opinion of counsel for the Company, such condition is not required under the
1933 Act, or any other applicable law, regulation or rule of any governmental
agency.
SECTION 9
NONTRANSFERABILITY
All Options granted under this Plan shall be nontransferable by the
Optionee, otherwise than by will or the laws of descent and distribution, and
shall be exercisable during the Optionee's lifetime, only by him or her.
SECTION 10
REQUIREMENTS OF LAW
The granting of Options and the issuance of shares of Common Stock upon
the exercise of an Option shall be subject to all applicable laws, rules, and
regulations and shares shall not be issued except upon approval of proper
government agencies or stock exchanges as may be required.
SECTION 11
DEATH OF OPTIONEE
In the event of the death of an Optionee such deceased Optionee's legal
heirs or estate shall have the right to exercise all outstanding Options to the
extent that such deceased Optionee was entitled to exercise them at the date of
his or her death.
SECTION 12
ADJUSTMENTS
In the event of any change in the number of outstanding shares of
Common Stock by reason of any stock dividend or split, recapitalization,
reclassification, merger, consolidation, combination, or exchange of shares, or
other similar corporate change, then if the Committee shall determine, in its
sole discretion, that such change necessarily or equitably requires an
adjustment in the number of shares subject to each outstanding Option and the
Option Prices or in the maximum number of shares subject to this Plan, such
adjustments shall be made by the Committee and shall be conclusive and binding
for all purposes of this Plan. No adjustment shall be made in connection with
the issuance by the Company of any warrants, rights, or options to acquire
additional shares of Common Stock or of securities convertible into Common
Stock.
SECTION 13
CLAIM TO STOCK OPTION, OWNERSHIP, OR CONTRACTUAL RIGHTS
No person shall have any claim or right to be granted Options under
this Plan. No Optionee, before issuance of the stock, shall be entitled to
voting rights, dividends, or other rights of stockholders except as otherwise
provided in this Plan. Neither this Plan nor any action taken hereunder shall be
construed as giving any person any right to continue any relations with the
Company as an independent contractor.
SECTION 14
UNSECURED OBLIGATION
Optionees under this Plan shall not have any interest in any fund or
specific asset of the Company by reason of this Plan. No trust fund shall be
created in connection with this Plan or any award thereunder, and there shall be
no required funding of amounts that may become payable to any Optionee.
SECTION 15
EXPENSES OF PLAN
The expenses of administering the Plan shall be borne by the Company.
SECTION 16
INDEMNIFICATION
Each person who is or shall have been a member of the Committee or of
the Board of Directors shall be indemnified and held harmless by the Company
against and from any loss, cost, liability, or expense that may be imposed upon
or reasonably incurred in connection with or resulting from any claim, action,
suit, or proceeding to which the person may be a party or in which he or she may
be involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid in satisfaction of judgment in any
such action, suit, or proceeding against the person, provided the Company shall
be given an opportunity, at its own expense, to handle and defend the action on
the individual's own behalf. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be
entitled under the Company's Articles of Incorporation or Bylaws, as a matter of
law, or otherwise, or any power than the Company may have to indemnify them or
hold them harmless.
SECTION 17
AMENDMENT AND TERMINATION
Unless this Plan shall theretofore have been terminated as hereinafter
provided, no Options may be granted after December 2, 2007. The Board of
Directors may terminate this Plan or modify or amend this Plan in such respect
as it shall deem advisable, including without limitation:
(a) Increasing the aggregate number of shares of Common Stock as to
which Options may be granted under the Plan except as provided in Section 12,
above; and
(b) Extending the period during which Options may be granted.
SECTION 18
APPLICABILITY OF PLAN TO OTHER OUTSTANDING STOCK OPTIONS
This Plan shall not affect the terms and conditions of any other stock
options heretofore granted to any person under any other Company plan relating
to statutory or nonstatutory stock options, nor shall it affect any of the
rights of any person to whom such a statutory or nonstatutory stock option was
granted.
SECTION 19
EFFECTIVE DATE OF PLAN
The plan shall become effective as of December 2, 1997.
Exhibit 5.1
MILLING LAW OFFICES
Members New Jersey and New York Bars
115 River Road Telephone 201-313-1600
Building 1205, Suite 1205 Telecopier 201-313-7249
Edgewater, NJ 07020 E-mail 72731,3152@compuserve.com
OPINION OF COUNSEL
December 15, 1997
Frequency Electronics, Inc.
55 Charles Lindbergh Boulevard
Mitchel Field, NY 11553
Gentlemen:
You have requested our opinion as counsel for Frequency Electronics,
Inc., a Delaware corporation (the "Company"), in connection with the
registration under the Securities Act of 1933, as amended, and the Rules and
Regulations promulgated thereunder, of 200,000 shares of common stock issuable
upon the exercise of options granted under the Frequency Electronics, Inc. 1997
Independent Contractor Stock Option Plan.
We have examined the Company's Registration Statement of Form S-8 in
the form to be filed with the Securities and Exchange Commission on or about
December 15, 1997 (the "Registration Statement"). We further have examined the
Certificate of Incorporation of the Company as certified by the Secretary of
State of the State of Delaware, the Bylaws and the minute books of the Company
as a basis for the opinion hereafter expressed.
Based on the foregoing examination, we are of the opinion that, upon
issuance and sale, the shares of common stock covered by the Registration
Statement will be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
MILLING LAW OFFICES
By:/s/Scott Rapfogel
------------------
Scott Rapfogel
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement of
Frequency Electronics, Inc. on Form S-8 of our report dated June 24, 1997, which
includes an explanatory paragraph as to certain litigation, on our audits of the
consolidated financial statements and financial statement schedule of Frequency
Electronics, Inc. as of April 30, 1997 and April 30, 1996, and for each of the
three years in the period ended April 30, 1997.
/s/ Coopers & Lybrand
---------------------
COOPERS & LYBRAND L.L.P.
Melville, New York
December 15, 1997
Exhibit 24.1
POWER OF ATTORNEY
I, the undersigned, a member of the Board of Directors of
Frequency Electronics, Inc. (the "Company"), hereby constitute and
appoint Joseph P. Franklin as my true and lawful attorney-in-fact and
agent, with full power to substitute John C. Ho, on any specific
occasion, as attorney-in-fact and agent for the undersigned. Joseph P.
Franklin, as attorney-in-fact and agent may act for the undersigned,
for and in my stead, in any and all capacities, to sign on my behalf
any and all Registration Statements on Form S-8 with respect to common
stock issued or to be issued under the Frequency Electronics, Inc. 1997
Independent Contractor Stock Option Plan, and to execute any amendments
thereto (including post-effective amendments) or certificates that may
be required in connection with such registration statements, and to
file the same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange Commission, with
the full power and authority to do and perform each and every act and
thing necessary or advisable to be done in connection therewith, as
fully to all intents and purposes as the undersigned might or could do
in person. The undersigned hereby ratifies and confirms all that Joseph
P. Franklin, as attorney-in-fact and agent, or his substitute, may
lawfully do or cause to be done by virtue hereof.
Dated: December 15, 1997 /s/ Joel Girsky
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JOEL GIRSKY
Exhibit 24.2
POWER OF ATTORNEY
I, the undersigned, a member of the Board of Directors of
Frequency Electronics, Inc. (the "Company"), hereby constitute and
appoint Joseph P. Franklin as my true and lawful attorney-in-fact and
agent, with full power to substitute Joel Girsky, on any specific
occasion, as attorney-in-fact and agent for the undersigned. Joseph P.
Franklin, as attorney-in-fact and agent may act for the undersigned,
for and in my stead, in any and all capacities, to sign on my behalf
any and all Registration Statements on Form S-8 with respect to common
stock issued or to be issued under the Frequency Electronics, Inc. 1997
Independent Contractor Stock Option Plan, and to execute any amendments
thereto (including post-effective amendments) or certificates that may
be required in connection with such registration statements, and to
file the same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange Commission, with
the full power and authority to do and perform each and every act and
thing necessary or advisable to be done in connection therewith, as
fully to all intents and purposes as the undersigned might or could do
in person. The undersigned hereby ratifies and confirms all that Joseph
P. Franklin, as attorney-in-fact and agent, or his substitute, may
lawfully do or cause to be done by virtue hereof.
Dated: December 15, 1997 /s/ John C. Ho
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JOHN C. HO