UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
FORM 11-K
(X) ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2002
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from-------------------to----------------------
Commission file number 1-8061
FREQUENCY ELECTRONICS, INC. CASH OR DEFERRAL PROFIT SHARING PLAN AND TRUST
(Full title of the plan)
Frequency Electronics, Inc.
55 Charles Lindbergh Blvd., Mitchel Field, NY 11553
(Name of issuer of the securities held pursuant to
the plan and the address of its principal
executive offices)
Registrant's telephone number, including area code (516) 794-4500
Notices and communications from the Securities and Exchange Commission
relative to this report should be forwarded to:
Alan Miller
Chief Financial Officer
Frequency Electronics, Inc.
55 Charles Lindbergh Blvd.
Mitchel Field, NY 11553
FREQUENCY ELECTRONICS, INC.
CASH OR DEFERRAL PROFIT SHARING PLAN AND TRUST
YEARS ENDED DECEMBER 31, 2002 AND 2001
CONTENTS
Page
a) FINANCIAL STATEMENTS:
Independent accountants' report 3
Statements of net assets available for benefits 4
Statement of changes in net assets available for benefits 5
Notes to financial statements 6 - 11
SUPPLEMENTAL SCHEDULE:
Schedule of assets (held at year end) 12 - 13
b) EXHIBITS:
Exhibit 23.1 Independent Audito's Consent 14
Exhibit 99.1 Certification of Chief Executive Officer and
Chief Financial Officer 15
Exhibit 99.2 Certification by a Trustee of the Plan 16
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.
FREQUENCY ELECTRONICS, INC.
Registrant
By: /s/ Alan L. Miller
----------------------
Alan L. Miller
Chief Financial Officer
and Controller
Dated: July 15, 2003
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees have duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
Frequency Electronics, Inc. Cash or
Deferral Profit Sharing Plan
(Name of Plan)
Date: July 15, 2003 By:
/s/Robert Klomp
------------------------------------
Robert Klomp, Trustee
/s/Markus Hechler
------------------------------------
Markus Hechler, Trustee
/s/Marvin Meirs
------------------------------------
Marvin Meirs, Trustee
-3-
Independent Accountants' Report
To the Trustees of
Frequency Electronics, Inc.
Cash or Deferral Profit Sharing
Plan and Trust
We have audited the accompanying statements of net assets available for benefits
of Frequency Electronics, Inc. Cash or Deferral Profit Sharing Plan and Trust
(the "Plan") as of December 31, 2002 and 2001, and the related statement of
changes in net assets available for benefits for the year ended December 31,
2002. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above, present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2002 and 2001 and the changes in net assets available for benefits
for the year ended December 31, 2002, in conformity with accounting principles
generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) is presented for the purpose of additional analysis and is not a
required part of the basic financial statements but is supplementary schedule
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. This
supplemental schedule is the responsibility of the Plan's management. The
supplemental schedule has been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
HOLTZ RUBENSTEIN & CO., LLP
Melville, New York
June 27, 2003
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FREQUENCY ELECTRONICS, INC.
CASH OR DEFERRAL PROFIT SHARING PLAN AND TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31,
2002 2001
ASSETS:
Cash and cash equivalents $ 39,937 $ 47,572
Investments, at fair value 6,606,642 6,967,001
Loans receivable from participants 209,779 225,565
Contribution receivable - employer 81,689 94,256
Contribution receivable - participants 13,922 25,739
----------- -----------
Net assets available for benefits $ 6,951,969 $ 7,360,133
=========== ===========
The accompanying notes are an integral part of the financial statements.
-5-
FREQUENCY ELECTRONICS, INC.
CASH OR DEFERRAL PROFIT SHARING PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2002
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Participant contributions $ 728,187
Net depreciation in fair value of
investments in securities (1,316,293)
Investment income 152,692
Interest on participant loans 18,245
Employer contributions 372,686
-----------
(44,483)
-----------
DEDUCTIONS:
Distributions to participants 363,681
-----------
NET DECREASE (408,164)
NET ASSETS AVAILABLE FOR BENEFITS, beginning of year 7,360,133
-----------
NET ASSETS AVAILABLE FOR BENEFITS, end of year $ 6,951,969
===========
The accompanying notes are an integral part of the financial statements.
-6-
FREQUENCY ELECTRONICS, INC.
CASH OR DEFERRAL PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002 AND 2001
1. Plan Description:
The following brief description of The Frequency Electronics, Inc. Cash or
Deferral Profit Sharing Plan and Trust (the "Plan") is provided for general
information purposes only. Participants should refer to the Plan agreement for
more complete information.
The Plan, adopted on January 1, 1985, is a defined contribution savings
plan qualified under Section 401(k) of the Internal Revenue Code. Employees are
eligible for membership in the Plan after completing six months of service.
All expenses of administering the Plan are paid by Frequency Electronics,
Inc. (the "Company").
Contributions:
Employee
Plan participants may contribute a maximum of 25% and 10% of compensation,
as defined in the plan agreement, as employee salary savings contributions and
voluntary deductible contributions, respectively, (collectively, "Savings
Contributions"). Total employee salary reduction contributions are limited to
the maximum deductible of $12,000 and $11,000 in 2002 and 2001, respectively,
under the Internal Revenue Code. Savings contributions are immediately fully
vested.
Each participant's account is credited with the participant's contribution
allocated as requested. Allocations of Plan earnings are made to each
participant's account based upon participant account balances, as defined. The
benefit to which a participant is entitled is the amount that can be provided
solely from the participant's account.
Employee contributions are to be transmitted to the Plan within fifteen
business days after the end of the month in which the contributions are received
by the employer.
Employer
During the period January 1, 1990 through December 31, 1999, the Company
suspended its matching contribution. In 2000 the Company's Board of Directors
approved a benefit policy under the Plan, effective January 1, 2000, wherein the
Company will make a matching contribution in Company stock. This matching
contribution is limited to 3% of the employee's earnings, to a maximum of
$2,500. In addition, every employee will receive an annual contribution of $500,
regardless of their own contribution.
The maximum Company contribution is $3,000 per employee. Employees are
eligible for both contributions after six months of employment. All
contributions by the Company will be subject to the current vesting schedule.
-7-
1. Plan Description: (Cont'd)
Participant loans
Loans are permitted against a participant's contributory account balance.
The amount of the loan cannot be less than $1,000 or exceed 50% of the
participant's contributory account balance.
An outstanding loan is repayable, with interest at prevailing commercial
rates, in full at any time or in monthly installments by means of a payroll
deduction over a term not to exceed five years, except for loans made in
connection with the purchase of a home, for which the period is up to thirty
years.
2. Summary of Significant Accounting Polices:
Basis of presentation
The accompanying financial statements have been prepared on the accrual
basis of accounting and are presented in conformity with generally accepted
accounting principles, which require management to make significant estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Risks and uncertainties
The Plan provides for various investment options in any combination of
stocks, bonds, mutual funds, and other investment securities. Investment
securities are exposed to various risks, such as interest rate, market and
credit. Due to the level of risk associated with certain investment securities
and the level of uncertainty related to changes in the value of investment
securities, it is at least reasonably possible that changes in risk in the near
term would materially affect participant's account balances and the amounts
reported in the statements of net assets available for benefits and the
statement of changes in net assets available for benefits.
Investments
Contributions to the Plan are directed by the participants in any one or
more of the investment funds available to them as of December 31, 2002. The
available investment funds are as follows:
MFS High Income Fund
The fund's investment objective is to provide high current income by
investing primarily in a professionally managed, diversified portfolio of fixed
income securities, some of which may involve equity features.
MFS Total Return Fund
The primary investment objective of the fund is to obtain above-average
income consistent with prudent employment of capital. The fund's secondary
objective is to take advantage of opportunities for growth of capital and
income.
-8-
2. Summary of Significant Accounting Polices: (Cont'd)
MFS Capital Opportunities Fund
The fund's investment objective is capital appreciation. The fund invests,
under normal market conditions, at least 65% of its total assets in common
stocks and related securities, such as preferred stocks, convertible securities
and depositary receipts.
MFS Massachusetts Investors Trust
The fund's investment objective is reasonable current income and long-term
growth of capital and income. The fund invests, under normal market conditions,
at least 65% of its total assets in common stocks and related securities, such
as preferred stocks, convertible securities and depositary receipts.
MFS Emerging Growth Fund
The fund's investment objective is long-term growth of capital. The fund
invests, under normal market conditions, at least 65% of its total assets in
common stocks and related securities, such as preferred stocks, convertible
securities and depositary receipts for those securities, of emerging growth
companies.
MFS New Discovery Fund
The fund's investment objective is capital appreciation. The fund invests,
under normal market conditions, at least 65% of its total assets in companies
that MFS believes to offer superior prospects for growth.
MFS Global Equity Fund
The fund's investment objective is to seek capital appreciation. The fund
invests, under normal market conditions, at least 65% of its total assets in
common stocks and equity-related securities, such as preferred stock,
convertible securities and depositary receipts, of U.S. and foreign (including
emerging market) issuers.
MFS Massachusetts Investors Growth Stock Fund
The fund's investment objective is to provide long-term growth of capital
and future income rather than current income. The fund invests its assets,
except for working cash balances, in the common stocks of securities convertible
into common stocks of companies which MFS believes offer better than average
prospects for long-term growth.
MFS Research Fund
The fund's investment objective is to provide long-term growth of capital
and future income. The fund's policy is to invest a substantial proportion of
its assets in the common stocks or securities convertible into common stocks of
companies believed to possess better than average prospects for long-term
growth. A smaller portion of the assets may be invested in bonds, short-term
obligations, preferred stocks or common stocks whose principal characteristic is
income production rather than growth. Such securities may also offer
opportunities for growth of capital as well as income.
-9-
2. Summary of Significant Accounting Polices: (Cont'd)
MFS Mid Cap Growth Fund
The fund's investment objective is long-term growth of capital. The fund,
under normal market conditions, invests at least 65% of its total assets in
equity securities of companies with medium market capitalization that are
believed to have above average growth potential.
MFS Bond Fund
The fund's investment objective is to seek as high a level of current
income as is believed to be consistent with prudent investment risk. As a
secondary objective, the fund strives to protect shareholders' capital. The fund
invests, under normal market conditions, at least 65% of its assets in
investment-grade bonds, including U.S. government securities and high-grade
corporate debt. The fund may invest up to 35% of its total assets in foreign
securities including up to 10% in non-dollar denominated securities. The fund
may invest up to 20% of its assets in high-yield securities.
MFS Utilities Fund
The fund's investment objective is to seek capital growth and current
income. The fund will invest a minimum of 65% but up to 100% of its assets in
utility securities, both stocks and bonds. The fund may also invest up to 35% of
its total assets in foreign securities.
MFS Fixed Fund
The fund's investment objective is to seek current income and preservation
of principal. The fund is an open-end collective investment trust that invests
in a diversified pool of high quality stable value contracts, including
guaranteed investment contracts, bank investment contracts, fixed-income
investment contracts, and other fixed-income securities, including U.S.
government securities.
In addition to the investments identified above, the Plan also maintains a
participant loan account in the amounts of $209,779 and $225,565 as of December
31, 2002 and 2001, respectively. Interest rates on the loans range from 4.25% to
9.56%.
Frequency Electronics, Inc. Common Stock Fund
This is a nonparticipant-directed fund. All employer matching contributions
that were made prior to January 1, 1990 and subsequent to January 1, 2001 are in
the form of Frequency Electronics, Inc. common stock. This stock is valued at
the last sale price on the American Stock Exchange on the last business day of
the year. Common stock approximated $988,000 (14%) and $836,000 (11%) of
investments at December 31, 2002 and 2001, respectively.
Information about the significant components of the change in net assets
related to the nonparticipant-directed investment is as follows:
Employer contributions $ 386,128
Net depreciation in fair value of investments (224,463)
Investment income 2,513
Distributions (32,626)
Other 20,431
---------
$ 151,983
=========
-10-
2. Summary of Significant Accounting Polices: (Cont'd)
Revenue recognition
Contribution revenue is recognized when committed for payment.
Benefit payments
Benefits are recorded when paid. Unpaid distributions at December 31, 2002
approximated $12,000.
3. Vesting Provisions and Benefit Payments:
Participants become fully vested in Company contributions upon attainment
of age 65, early retirement at age 59-1/2, death or according to the number of
years of service with the Company as follows:
Years of Service Vested Amount
Less than 2 0%
2 years 20%
3 years 40%
4 years 60%
5 years 80%
6 years and above 100%
On termination of active service, as defined in the Plan agreement, a
participant may elect to receive vested benefits in either a lump sum
distribution, in equal installments (over a term not to exceed the lesser of
fifteen years or the participant's actuarial life expectancy, for fully vested
participants only) or various forms of annuity contracts purchased from an
insurance company. Lump sum distributions will be made in cash. The portion of
the Company contribution not vested will be forfeited and allocated to the
remaining plan participants.
Hardship withdrawals by plan participants may be made upon written request
to, and approval of, the Plan administrator. If approved, the distribution is
limited to the participant's contribution. Earnings on the participant's
contribution and the employer contributions can not be withdrawn.
4. Tax Status:
The Plan is qualified under Section 401 (a) of the Internal Revenue code,
and therefore, exempt from federal income taxes under Section 501 (a) of the
Code.
5. Plan Amendment or Termination:
The Company reserves the right to amend or terminate the Plan at any time
by delivering written notice of such termination or amendment to the trustee.
While the Company has not expressed any intent to discontinue the Plan, it is
free to do so at any time, subject to penalties set forth in the Employee
Retirement Income Security Act of 1974. In the event of termination of the Plan,
the Plan provides for the net assets of the Plan, reduced by any payment of
expenses properly chargeable against the trust, to be distributed to the
participants and beneficiaries of the Plan.
-11-
6. Credit Risk:
The Company manages the Plan's credit risk by offering participants
diversified investment options.
7. Parties in Interest/Related Party Transactions:
For the year ended December 31, 2002, the three trustees were also members
of the Plan.
8. Contribution Receivable - Participants:
Contributions by participants for December 2002 were not received by the
respective funds until January 2003. Pursuant to accrual accounting, a
receivable of $13,922 and $25,739 was recorded for the December 2002 and 2001
contributions, respectively.
9. Investments:
The Plan's investments are stated at fair value, measured at quoted market
prices in an active market. The following presents investments that represent 5%
or more of the Plan's net assets.
December 31,
2002 2001
MFS Emerging Growth Fund, 19,199 and
18,726 shares, respectively $ 411,838 $ 622,083
MFS Massachusetts Investors Trust, 86,575
and 82,819 shares, respectively 1,114,231 1,373,142
MFS High Income Fund, 122,012 and 115,854
shares, respectively 427,043 442,562
MFS Capital Opportunities Fund, 57,744 and
63,615 shares, respectively 539,337 854,355
MFS Fixed Fund, 2,318,512 and 1,914,843
shares, respectively 2,318,512 1,914,843
Frequency Electronics, Inc. Common Stock
Fund, 96,595 and 59,480 shares, respectively 988,399 836,416
10. Cash Dividend:
During calendar year 2002, the Board of Directors of Frequency Electronics,
Inc. declared a cash dividend of $0.10 (ten cents) per share payable June 1 and
December 1. This dividend aggregated $4,559 in 2002.
-12-
FREQUENCY ELECTRONICS, INC.
CASH OR DEFERRAL PROFIT SHARING PLAN AND TRUST
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2002
(a) (b) (c) (d) (e)
Identity of issue, Description of investment including maturity date, rate Cost Current Value
borrower, lessor, or of interest, collateral, par or maturity value
similar party
- ----- --------------------------- ---------------------------------------------------------- -------------- --------------
MFS Capital Opportunities Capital appreciation fund of common stocks and related $ 1,010,441 $ 539,337
Fund securities, such as preferred stock, convertible
securities, and depositary receipts. No maturity date
or interest rates. No collateral. Par value varies.
MFS Emerging Growth Fund Long-term growth of capital fund of common stocks and 840,971 411,838
related securities, such as preferred stocks,
convertible securities, and depositary receipts for
those securities, of emerging growth companies. No
maturity date or interest rates. No collateral. Par
value varies.
MFS Fixed Fund Current income and preservation of principal fund of 2,318,512 2,318,512
stable-value investment contracts issued by major
insurance companies and major banks. No maturity date
or interest rates. No collateral. Par value varies.
MFS Global Equity Fund Capital appreciation fund of common stocks and 96,095 79,858
equity-related securities, such as preferred stock,
convertible securities, and depositary receipts, of U.S.
and foreign (including emerging market) issuers. No
maturity date or interest rates. No collateral. Par
value varies.
MFS High Income Fund High current income fund with a diversified portfolio of 559,568 427,043
fixed income securities. No maturity date or interest
rates. No collateral. Par value varies.
MFS Massachusetts Reasonable current income and long-term growth of 1,703,911 1,114,231
Investors Trust capital and income fund of common stocks and related
securities, such as preferred stock, convertible
securities, and depositary receipts. Invests in
companies of any size, but generally focuses on
companies with larger market capitalizations. No
maturity date or interest rates. No collateral. Par
value varies.
MFS New Discovery Fund Capital appreciation fund of investments in companies 286,909 193,921
believed to offer superior prospects for growth. No
maturity date or interest rates. No collateral. Par
value varies.
MFS Total Return Fund Above-average income fund of fixed income securities and 183,071 168,768
equity securities. No maturity date or interest rates.
No collateral. Par value varies.
MFS Massachusetts Long-term growth of capital and future income by 199,354 126,968
Investors Growth investing its assets in the common stocks, or securities
Stock Fund convertible into common stocks, of companies that offer
better than average prospects for long-term growth. No
maturity date or interest rates. No collateral. Par
value varies.
-13-
FREQUENCY ELECTRONICS, INC.
CASH OR DEFERRAL PROFIT SHARING PLAN AND TRUST
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2002
(a) (b) (c) (d) (e)
Identity of issue, Description of investment including maturity date, rate Cost Current Value
borrower, lessor, or of interest, collateral, par or maturity value
similar party
- ----- --------------------------- ---------------------------------------------------------- -------------- --------------
MFS Research Fund Long-term growth of capital and future income by 133,034 88,193
investing a substantial proportion of its assets in the
common stocks or securities convertible into common
stocks of companies that possess better than average
prospects for long-term growth. A smaller portion of
the assets may be invested in bonds, short-term
obligations, preferred stocks or common stocks whose
principal characteristic is income production rather
than growth. No maturity date or interest rates. No
collateral. Par value varies.
* Frequency Electronics, Common stock of Frequency Electronics, Inc. No maturity 1,074,238 988,399
Inc. Common Stock Fund dates or interest rates. Par value $1.00.
MFS Utilities Fund Capital growth and current income fund of utility 3,425 3,347
securities, both stocks and bonds. The fund may also
invest in foreign securities.
MFS Bond Fund High level of current income as is believed to be 130,216 133,814
consistent with prudent investment risk as well as to
protect shareholders risk capital. The Fund invests in
investment-grade bonds including U.S. government
securities and high-grade corporate debt.
MFS Mid Cap Growth Long-term growth capital fund of equity securities of 15,906 12,413
Fund companies with medium market capitalization that are
believed to have above-average growth potential.
* Participant Loans Loans to plan participants. Maturity between one and - 209,779
thirty years with interest at prevailing commercial
rates (4.25%-9.56%) and secured by participant's vested
account balance.
* Denotes party in interest
-14-
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement No.
333-40506 on Form S-8 pertaining to the Frequency Electronics Cash or Deferral
Profit Sharing Plan and Trust of our report dated June 27, 2003 with respect to
the financial statements and supplemental schedule of the Frequency Electronics
Cash or Deferral Profit Sharing Plan and Trust included in this Annual Report on
Form 11-K for the year ended December 31, 2002.
HOLTZ RUBENSTEIN & CO., LLP
Melville, New York
July 15, 2003
-15-
Exhibit 99.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
OF FREQUENCY ELECTRONICS, INC.
Each of the undersigned hereby certifies, for the purposes of Section 1350 of
Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, in his capacity as an officer of
Frequency Electronics, Inc. that, to his knowledge, the Annual Report for the
Frequency Electronics Cash or Deferral Profit Sharing Plan and Trust on Form
11-K for the year ended December 31, 2002 fully complies with the requirements
of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the
information contained in such report fairly presents, in all material respects,
the net assets available for benefits and changes in net assets available for
benefits of the Plan. This written statement is being furnished to the
Securities and Exchange Commission as an exhibit to such Form 11-K.
Date: July 15, 2003
By: /s/Martin Bloch
----------------
Martin Bloch
Chief Executive Officer
Date: July 15, 2003
By: /s/Alan Miller
---------------
Alan Miller
Chief Financial Officer
-16-
Exhibit 99.2
Certification by a Trustee of the Frequency Electronics Cash or Deferral Profit
Sharing Plan and Trust Pursuant to Section 906 of the Sarbanes-Oxley Act
The Certification below is being submitted to the Securities and Exchange
Commission solely for the purpose of complying with Section 1350 of Chapter 63
of Title 18 of the United States Code.
In my capacity as a trustee of the Frequency Electronics Cash or Deferral Profit
Sharing Plan and Trust, I hereby certify that, to the best of my knowledge,
Frequency Electronics Cash or Deferral Profit Sharing Plan's annual report on
Form 11-K for the fiscal year ended December 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934
and the information contained in such annual report fairly presents, in all
material respects, the financial condition and results of operations of the
Frequency Electronics Cash or Deferral Profit Sharing Plan and Trust.
/s/ Robert Klomp
- ----------------
Robert Klomp
Trustee, Frequency Electronics Cash or
Deferral Profit Sharing Plan and Trust
Dated: July 15, 2003