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): June 7, 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 4 pages
ITEM 8.01 Other Events
On June 7, 2005, Frequency Electronics, Inc, (the "Company") issued a Press
Release announcing the award of a $3 million multiple year contract for
development of an advanced atomic clock. (See Exhibit 99.1)
As a result of clerical error, the Company inadvertently sent to a limited
number of recipients an electronic document which included the aforementioned
Press Release and a display of editorial deletions from earlier drafts. The
deleted comments referred to 1) a potential production value up to $50 million
over the next 7 to 10 years for systems developed under this contract, and 2)
enhanced opportunities from applications of the same technology to a variety of
other space products. These comments were not included in the final Press
Release because the Company determined that it could not adequately estimate the
future potential business impact at this time.
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.
ITEM 9.01 (c). EXHIBITS.
99.1 Press Release of Frequency Electronics, Inc., dated June 7, 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: June 8, 2005
Exhibit 99.1
PRESS RELEASE
Frequency Electronics Announces Satellite Contract
Mitchel Field, NY, June 7, 2005- Frequency Electronics, Inc. (AMEX - FEI)
announced today it has been awarded a $3 million, multiple year contract to
develop and qualify an advanced atomic clock for possible deployment on
navigational satellite systems to be built by agencies of the United States
government.
Martin Bloch, President and CEO of FEI, stated, "This award was based on the
Company's 40 plus years of unique, high technology research and leadership in
the specific areas of long life satellite rubidium standards and superior low
noise, short- and long-term stability quartz clocks. We believe that both of
these disciplines at FEI are unmatched by any other company in the field and are
crucial for the next generation of satellite systems"
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. The Company has received over 60 awards of excellence for
achievements in providing high performance electronic assemblies for over 120
space programs. The Company invests significant resources in research and
development and in strategic acquisitions to expand its capabilities and
markets. The Company's Gillam-FEI subsidiary provides the Company with expertise
in wireline network synchronization and access to worldwide service providers.
The FEI-Zyfer subsidiary provides secure timing ("SAASM") capabilities for
critical military and commercial applications. 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