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): August 1, 2008
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Frequency
Electronics, Inc.
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(Exact
Name of Registrant as Specified in Its
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, New
York
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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
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(Former
Name or Former Address, if Changed Since
Last Report)
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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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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
August
1, 2008, the Audit Committee of Frequency Electronics, Inc. (the “Company”)
approved the dismissal of Holtz Rubenstein Reminick LLP (“HRR”) as the Company’s
independent auditors. On August 4, 2008, the Company notified HRR of its
dismissal as the Company’s independent auditors. On August 1, 2008, the
Company’s Audit Committee engaged Eisner LLP (“Eisner”) as the Company’s
independent auditors for the fiscal year ending April 30, 2009.
The
reports of HRR on the Company's financial statements for the years ended April
30, 2008 and 2007 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, 2008 and 2007 and the subsequent interim period through August
1, 2008, there have been no disagreements with HRR 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 HRR,
would have caused HRR 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, 2008 and 2007 and the subsequent
interim period through August 1, 2008.
In
accordance with Item 304(a)(3) of Regulation S-K, the Company provided HRR
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 HRR addressed to the
Securities and Exchange Commission indicating that it agrees with the above
statements. A copy of that letter, dated as of August 5, 2008, is attached
hereto as Exhibit 16.
During
the Company’s two fiscal years ended April 30, 2008 and 2007 and the subsequent
interim period through August 1, 2008, the Company has not consulted with
Eisner
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. |
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16
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Letter
from Holtz Rubenstein Reminick, LLP to the Securities and Exchange
Commission, dated as of August 5, 2008, acknowledging its agreement
with
the statements made in this Current Report on Form 8-K.
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99.1
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Press
Release of Frequency Electronics, Inc., dated August 5,
2008.
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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.
| Frequency Electronics, Inc. | |
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Date: August
5, 2008
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/s/
Alan
Miller
Name:
Alan Miller
Title:
Treasurer and Chief Financial Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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Paper
(P) or
Electronic
(E)
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16
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Letter
from Holtz Rubenstein Reminick, LLP to the Securities and Exchange
Commission, dated as of August 5, 2008, acknowledging its agreement
with
the statements made in this Current Report on Form 8-K.
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E
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99.1
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Press
Release of Frequency Electronics, Inc., dated August 5,
2008.
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E
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Exhibit
16
Holtz
Rubenstein Reminick
LLP
125
Bayliss Road
Melville,
NY 11747-3823
August
5,
2008
Securities
and Exchange Commission
100
F
Street, N.W.
Washington,
D.C. 20549
Gentlemen:
We
have
read Item 4.01 of Form 8-K dated August 4, 2008, of Frequency Electronics,
Inc.
and are in agreement with the statements contained in the first two sentences
of
the first paragraph and the second through fifth paragraphs. We have no basis
to
agree or disagree with other statements of the registrant contained
therein.
/s/
Holtz
Rubenstein Reminick LLP
Holtz
Rubenstein Reminick LLP
Exhibit
99.1
PRESS
RELEASE
FREQUENCY
ELECTRONICS APPOINTS AUDITORS FOR FISCAL YEAR 2009
Mitchel
Field, NY, August 5, 2008 - Frequency Electronics, Inc. (NASDAQ- FEIM) announced
today that its Audit Committee has appointed Eisner LLP, to be the Company’s
auditors for the Fiscal Year ending April 30, 2009. Eisner 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 was founded in 1963
and
is a member of the SEC and Private Companies Practices Section of the American
Institute of Certified Public Accountants (AICPA). Eisner is a member of the
Baker Tilly International accounting association, the 8th
largest
accounting network in the world.
Eisner
will audit FEI’s financial statements, perform interim reviews, and support the
additional requirements of the Sarbanes-Oxley Act on a cost-effective basis.
Eisner is a highly-regarded regional CPA firm with strong international
associations to service FEI’s foreign subsidiaries and affiliates. FEI has
enjoyed a satisfactory relationship with its former auditors, Holtz Rubenstein
Reminick, 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 precision timing, frequency control and synchronization products for
space and terrestrial applications. Frequency’s products are used in commercial,
government and military systems, including satellite payloads, missiles, UAVs,
aircraft, GPS, secure radios, SCADA, energy exploration and wireline and
wireless communication networks. Frequency 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 strategic acquisitions world-wide to expand its
capabilities and markets. Subsidiaries and Affiliates: Gillam-FEI provides
expertise in wireline network synchronization and SCADA; FEI-Zyfer provides
GPS
and secure timing ("SAASM") capabilities for critical military and commercial
applications; FEI-Asia provides cost effective manufacturing and distribution
capabilities in a high growth market. Frequency's Morion affiliate supplies
high-quality, cost effective quartz oscillators and components. Elcom
Technologies provides added resources for state-of-the-art RF microwave
products. Additional information is available on the Company’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: Alan Miller, CFO, or General Joseph P. Franklin, Chairman:
| TELEPHONE: | (516) 794-4500 |
WEBSITE:
|
www.frequencyelectronics.com