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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): May 4, 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))
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Page 1 of 5 pages
1
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
Frequency Electronics, Inc. (the Company) announced today that Steve Strang
has been appointed President and CEO of FEI-Zyfer Inc., a wholly owned
subsidiary of the Company, located in Anaheim, CA. Mr. Strang, 41 years old, has
been the Executive Vice President of this subsidiary since it was acquired in
May 2003. Prior to the acquisition, Mr. Strang was employed by the predecessor
companies for 15 years, holding various technical and management positions,
including Chief Operating Officer and Vice President of Engineering. Mr. Strang
succeeds Mr. Hugo Fruehauf as president of FEI-Zyfer.
Mr. Fruehauf has been named to the corporate position of Chief Technical
Officer (CTO). As CTO of the Company, Mr. Fruehauf will contribute to developing
proprietary technologies and new products and will coordinate corporate-wide R&D
activities among each subsidiary and affiliate in the US and abroad. He will
support the world-wide marketing of the Company's synchronization products, with
emphasis on military GPS-associated applications, SAASM, precision navigation,
and network security. Mr. Fruehauf will also participate in the Company's
ongoing initiatives to identify candidates for merger, acquisition, or
partnership.
Mr. Fruehauf had previously served as President and CEO of FEI-Zyfer and
its predecessor company for 7 years. His career included senior technical and
leadership positions with Alliant Techsystems, Datum-Efratom and its
predecessor, Ball-Efratom.
The press releases announcing the appointments of Messrs. Strang and
Fruehauf are attached hereto as Exhibits 99.1 and 99.2, respectively.
ITEM 9.01 (c). EXHIBITS.
99.1 Press Release of Frequency Electronics, Inc., re: Mr. Strang,
dated May 4, 2005.
99.2 Press Release of Frequency Electronics, Inc., re: Mr. Fruehauf,
dated May 4, 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: May 4, 2005
Exhibit 99.1
PRESS RELEASE
Frequency Electronics Announces New President and
CEO of FEI-Zyfer
Mitchel Field, NY, May 4, 2005- Frequency Electronics, Inc. (AMEX - FEI)
announced today that Steve Strang has been appointed President and CEO of
FEI-Zyfer Inc., a wholly owned subsidiary of FEI, located in Anaheim, CA. Mr.
Strang was previously Executive Vice President of this subsidiary. He has been
with FEI-Zyfer and its predecessor companies for 17 years in various technical
and management positions, and brings a legacy of hardware and software
electronics design and engineering experience to his new position. A strong
leader, Mr. Strang will play an important role in developing new products which
utilize GPS-aided time and frequency generation and synchronization, and
achieving growth in revenues and profitability.
Mr. Strang, age 41, earned a BS degree from the California State Polytechnic
University at Pomona, and a MS degree in Engineering from the California State
University at Fullerton.
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
Exhibit 99.2
PRESS RELEASE
Frequency Electronics Appoints Hugo Fruehauf
Chief Technical Officer
Mitchel Field, NY, May 4, 2005- Frequency Electronics, Inc. (AMEX - FEI)
announced today that Hugo Fruehauf has been appointed Chief Technical Officer
(CTO) of FEI. Mr. Fruehauf had previously served as President and CEO of
FEI-Zyfer and its predecessor company for 7 years. Mr. Fruehauf, age 65,
graduated from DeVry University with a degree in Electronics Engineering. His
career included senior technical and leadership positions with Alliant
Techsystems, Datum-Efratom and its predecessor, Ball-Efratom. He has achieved
special recognition for his contributions to the development of the GPS
satellite.
As Chief Technical Officer of FEI, the corporate parent, Mr. Fruehauf will
contribute to developing FEI's proprietary technologies and new products and
will coordinate corporate-wide R&D activities among each subsidiary and
affiliate in the US and abroad. He will support the world-wide marketing of
FEI's synchronization products, with emphasis on military GPS-associated
applications, SAASM, precision navigation, and network security. Mr. Fruehauf
will also participate in the Company's ongoing initiatives to identify
candidates for merger, acquisition, or partnership.
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