UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): September 7, 2004
Frequency Electronics, Inc.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 1-8061 11-1986657
- --------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
55 Charles Lindbergh Blvd., Mitchel Field, New York 11553
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (516) 794-4500
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 4.01. Changes in Registrant's Certifying Accountant
On September 7, 2004, Frequency Electronics, Inc. (the "Company") dismissed
PricewaterhouseCoopers LLP ("PwC") as its independent auditors. The Audit
Committee reviewed and approved of the dismissal. On September 7, 2004, the
Audit Committee of the Board of Directors of the Company engaged Holtz
Rubenstein & Co., LLP ("Holtz Rubenstein") as the Company's independent auditors
for the fiscal year ending April 30, 2005.
The reports of PwC on the Company's financial statements for the years
ended April 30, 2003 and 2004 did not contain an adverse opinion or a disclaimer
of opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles.
In connection with the audits of the Company's financial statements for the
years ended April 30, 2003 and 2004 and the subsequent interim period through
September 7, 2004, there have been no disagreements with PwC on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
PwC, would have caused PwC to make reference thereto in its reports on the
Company's financial statements for such years.
No reportable event of the type described in Item 304(a)(1)(v) of
Regulation S-K occurred during the years ended April 30, 2003 and 2004 and the
subsequent interim period through September 7, 2004.
The Company provided PwC with a copy of this Form 8-K prior to its filing
with the Securities and Exchange Commission. The Company has received a letter
from PwC addressed to the Securities and Exchange Commission indicating whether
it agrees with the above statements. A copy of that letter, dated as of
September 10, 2004, is attached hereto as Exhibit 16.
During the Company's two fiscal years ended April 30, 2003 and 2004 and the
subsequent interim period through September 7, 2004, the Company has not
consulted with Holtz Rubenstein regarding the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company's consolidated financial
statements, or any matter that was either the subject of a disagreement (as
defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or
reportable event (within the meaning of Item 304(a)(1)(v) of Regulation S-K).
A copy of the press release announcing this change in auditors is attached
hereto as Exhibit 99.1.
Item 9.01 (c). Exhibits.
16 Letter from PricewaterhouseCoopers LLP to the Securities and Exchange
Commission, dated as of September 10, 2004, acknowledging its
agreement with the statements made in this Current Report on Form 8-K.
99.1 Press Release of Frequency Electronics, Inc., dated September 10,
2004.
Signature
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.
Date: September 10, 2004
/s/ Alan Miller
---------------
Name: Alan Miller
Title: Treasurer and
Chief Financial Officer
EXHIBIT INDEX
Paper (P) or
Exhibit No. Description Electronic (E)
16 Letter from PricewaterhouseCoopers LLP to the Securities E
and Exchange Commission, dated as of September 10, 2004,
acknowledging its agreement with the statements made in
this Current Report on Form 8-K.
99.1 Press Release of Frequency Electronics, Inc., dated E
September 10, 2004.
Exhibit 16
PricewaterhouseCoopers LLP
401 Broad Hollow Road
Melville, NY 11747-4862
September 10, 2004
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by Frequency Electronics, Inc. (copy attached),
which we understand will be filed with the Commission, pursuant to Item 4 of
Form 8-K, as part of the Company's Form 8-K report dated September 7, 2004. We
agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/PricewaterhouseCoopers LLP
- -----------------------------
PricewaterhouseCoopers LLP
Exhibit 99.1
PRESS RELEASE
APPOINTMENT OF AUDITORS FOR FISCAL YEAR 2005
Mitchel Field, NY, September 10, 2004 - Frequency Electronics, Inc. (FEI-AMEX)
announced today that its Audit Committee has appointed Holtz Rubenstein & Co.,
LLP, to be the Company's auditors for the Fiscal Year ending 30 April 2005.
Holtz Rubenstein is an independent public accounting firm with offices in New
York City and Melville, Long Island. The firm is registered with the Public
Companies Accounting Oversight Board (PCAOB) under the Sarbanes-Oxley Act of
2002. The firm has been a member of the SEC and Private Companies Practices
Section of the American Institute of Certified Public Accountants (AICPA) for 25
years. They are members of the DFK International accounting association.
Holtz Rubenstein has previously provided tax services to FEI and audits of the
Company's employee benefit plans. They will audit FEI's financial statements,
perform interim reviews, prepare corporate tax filings, and support the
additional requirements of the Sarbanes-Oxley Act on a very cost-effective
basis. Holtz Rubenstein is a highly-regarded regional CPA firm with strong
international associations to service FEI's foreign subsidiaries and affiliates.
FEI has enjoyed a long and satisfactory relationship with its former auditors,
PricewaterhouseCoopers, and expects to continue to engage them for associated
services as may be required.
About Frequency Electronics
- ---------------------------
Frequency Electronics, Inc. is a world leader in the design, development and
manufacture of high-technology frequency, timing and synchronization products
for voice, video and data telecommunications delivered by satellite or
terrestrial means for both commercial and DOD customers. The Company's
technologies provide unique solutions that are essential building blocks for the
next generation of broadband wireless and fiber optic communications systems,
for critical defense applications and for the ongoing expansion of existing
wireless and wireline networks. Additional information is available on FEI's
website: www.frequencyelectronics.com.
Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995:
The Statements in this press release regarding the future constitute
"forward-looking" statements pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
inherently involve risks and uncertainties that could cause actual results to
differ materially from the forward-looking statements. Factors that would cause
or contribute to such differences include, but are not limited to, inability to
integrate operations and personnel, actions by significant customers or
competitors, general domestic and international economic conditions, consumer
spending trends, reliance on key customers, continued acceptance of the
Company's products in the marketplace, competitive factors, new products and
technological changes, product prices and raw material costs, dependence upon
third-party vendors, competitive developments, changes in manufacturing and
transportation costs, the availability of capital, and other risks detailed in
the Company's periodic report filings with the Securities and Exchange
Commission. By making these forward-looking statements, the Company undertakes
no obligation to update these statements for revisions or changes after the date
of this release.
Contact information: General Joseph P. Franklin, telephone : (516) 794-4500
WEBSITE: www.frequencyelectronics.com