UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(AMENDMENT NO. 1)
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 20, 2017
FREQUENCY ELECTRONICS, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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1-8061
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11-1986657
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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55 Charles Lindbergh Blvd., Mitchel Field, NY
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11553
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(Address of principal executive offices)
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(Zip Code)
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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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 18, 2017, Frequency Electronics, Inc., a Delaware corporation (the “Company”), filed a Form 8-K announcing the resignation of Ryan J. Levenson from the Company’s Board of Directors and its audit committee. Mr. Levenson resigned from the Company’s Board of Directors as a result of disagreements with the Company regarding certain operational decisions and corporate governance practices.
The purpose of this amendment is to disclose the letter, dated September 20, 2017, which the Company received from Mr. Levenson. The letter is attached here as Exhibit 17.3. The Company hereby advises that it cannot agree with the substance of such letter.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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17.3
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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.
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Date: September 22, 2017
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FREQUENCY ELECTRONICS, INC.
By: /s/ Steven Bernstein
Name: Steven Bernstein
Title: Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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17.3
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Exhibit 17.3
VIA EMAIL and Overnight Delivery
Frequency Electronics, Inc.
55 Charles Lindbergh Blvd.
Mitchel Field, NY 11553
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Attention:
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Martin Bloch, President
Corporate Secretary
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September 20, 2017
Re: Form of 8-K of Frequency Electronics, Inc. (the “Company”)
I have reviewed Item 5.02(a) of the Company’s Form 8-K filed with the SEC as of September 18, 2017 and which became available on EDGAR this morning.
I note that the body of the Company’s Form 8-K does not contain a description of the circumstances representing the disagreement that caused my resignation as required by Item 5.02(a) of Form 8-K. As you know, those circumstances are included, among other things, in my letter of September 12, 2017. Pursuant to Item 5.02(a)(3) of Form 8-K, I hereby advise you that I cannot at this time agree with the Company’s disclosure under Item 5.02(a) since no description of those circumstances is included in the body of the Form 8-K.
Regretfully sincere,
Ryan Levenson