UNITED STATES 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): March 8, 2005 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) ________________________________________________________________________________ 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)) Page 1 of 4 pagesITEM 8.01 OTHER EVENTS On March 8, 2005, the board of directors of registrant declared a cash dividend pursuant to its current policy for payment of cash dividends. The cash dividend is in the per share amount of $0.10 on the common stock of the registrant, payable on June 1, 2005 to stockholders of record of such stock at the close of business on April 30, 2005. Registrant's cash dividend policy calls for the declaration and payment of dividends to holders of registrant's common stock: a. Subject to the discretion and satisfaction of registrant's board of directors with registrant's financial condition, results of its operations, and its prospects for future investments in growth, at the time of the declaration of such dividends; and b. Subject to the discretion and satisfaction of the board as aforesaid in declaring such dividends, to be paid on each of June 1 and December 1 to the shareholders of record, respectively, at the close of business on April 30 and October 31. ITEM 9.01 (c). EXHIBITS. 99.1 Press Release of Frequency Electronics, Inc., dated March 8, 2005.
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/ Alan Miller --------------- Alan Miller Chief Financial Officer and Treasurer Dated: March 9, 2005
Exhibit 99.1 PRESS RELEASE FEI DECLARES SEMI-ANNUAL DIVIDEND Mitchel Field, NY, March 8, 2005 - The Board of Directors of Frequency Electronics, Inc. (AMEX-FEI) has declared a cash dividend of $0.10 per share, payable on June 1, 2005 to shareholders of record on April 30, 2005. The Board took this action in conformance with its established policy regarding a semi-annual cash dividend. 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 satellite and terrestrial voice, video and data telecommunications. The Company's technologies provide unique solutions that are essential building blocks for the next generation of broadband wireless and fiber optic communications systems, 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 future earnings and operations and other statements relating to 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, ability 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