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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended April 30, 2008.
OR
[_] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from _________ to _________
Commission file number: 1-8061
Frequency Electronics, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 11-1986657
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation of Organization)
55 Charles Lindbergh Blvd., Mitchel Field, N.Y. 11553
(Address of principal executive offices) (Zip Code)
(516) 794-4500
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
- ---------------------------------------------------------- ---------------------
Common Stock, par value $1.00 per share NASDAQ Global Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes [_] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes [_] No [X]
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definition of "large accelerated filer, "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [_] Accelerated filer [_]
Non-accelerated filer [_] Smaller Reporting Company [X]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule12b-2 of the Exchange Act). Yes [_] No [X]
The aggregate market value of voting stock held by non-affiliates of the
Registrant as of October 31, 2007 - $52,700,000
The number of shares outstanding of Registrant's Common Stock, par value
$1.00 as of July 25, 2008 - 8,761,114
DOCUMENTS INCORPORATED BY REFERENCE:
None.
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EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A hereby amends the registrant's
Annual Report on Form 10-K for the fiscal year ended April 30, 2008, which the
registrant filed with the Securities and Exchange Commission on July 29, 2008.
This amendment is being filed in order to correct Exhibits 31.1 and 31.2 to the
Form 10-K, which inadvertently omitted certain required language relating to the
Company's internal control over financial reporting. Part IV, Item 15 is being
amended and restated to reflect that Exhibit 31.1 and Exhibit 31.2 are filed
herewith.
Except as described above, no other portion of the Form 10-K for the
fiscal year ended April 30, 2008 is amended hereby. No modification or update is
otherwise being made to any other disclosure or exhibits to such Form 10-K.
Accordingly, this Amendment should be read in conjunction with such Form 10-K
and the registrant's filings made with the Securities and Exchange Commission
subsequent to the date of such Form 10-K.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) Index to Financial Statements and Exhibits
(3) EXHIBITS
Exhibit 31.1 Certification of the Chief Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002, as amended (Form 10-K)
Exhibit 31.2 Certification of the Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002, as amended (Form 10-K)
Exhibit 31.3 Certification of the Chief Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 (Form 10-K/A)
Exhibit 31.4 Certification of the Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 (Form 10-K/A)
Exhibit 32.3 Certification of the Chief Executive Officer
pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
Exhibit 32.4 Certification of the Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
The exhibits listed in the accompanying Index to Exhibits are filed
or incorporated by reference as part of this annual report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized, on the
22nd day of August 2008.
FREQUENCY ELECTRONICS, INC.
By: /s/ Alan Miller
-------------------
Alan Miller
Treasurer and Chief Financial Officer
INDEX TO EXHIBITS
ITEM 15(a)(3)
Certain of the following exhibits were filed with the Securities and Exchange
Commission as exhibits, numbered as indicated below, to the Registration
Statement or report specified below, which exhibits are incorporated herein by
reference:
Exhibit No. in
this Form 10-K Description of Exhibit NOTE
- -------------- ---------------------------------------------- --------------
3.1 Copy of Certificate of Incorporation of the (1)
Registrant filed with the Secretary of State
of Delaware
3.2 Amendment to Certificate of Incorporation of (2)
the Registrant filed with the Secretary of
State of Delaware on March 27, 1981
3.3 Amendment to Certificate of Incorporation of (5)
the Registrant filed with Secretary of State
of Delaware on October 26, 1984
3.4 Amendment to Certificate of Incorporation of (7)
the Registrant filed with the Secretary of
State of Delaware on October 22, 1986
3.5 Amended and Restated Certificate of (9)
Incorporation of the Registrant filed with the
Secretary of State of Delaware on October 26,
1987
3.6 Amended Certificate of Incorporation of the (9)
Company filed with the Secretary of State of
Delaware on November 2, 1989
3.7 Copy of By-Laws of the Registrant, as amended (3)
to date
4.1 Specimen of Common Stock certificate (1)
10.1 Registrant's 1997 Independent Contractor Stock (10)
Option Plan
10.8 Employment agreement between Registrant and (4)
Harry Newman
10.9 Employment agreement between Registrant and (4)
Marcus Hechler
10.10 Employment agreement between Registrant and (8)
Charles Stone
10.13 Lease agreement between Registrant and Reckson (11)
Operating Partnership, L.P. dated January 6,
1998
10.16 Registrant's Cash or Deferral Profit Sharing (6)
Plan and Trust under Internal Revenue Code
Section 401, dated April 1, 1985
10.21 Form of Agreement concerning Executive (2)
Compensation
10.23 Registrant's Senior Executive Stock Option (8)
Plan
10.24 Amendment dated Jan. 1, 1988 to Registrant's (8)
Cash or Deferred Profit Sharing Plan and Trust
under Section 401 of Internal Revenue Code
10.25 Executive Incentive Compensation Plan between (8)
Registrant and various employees
21 List of Subsidiaries of Registrant (12)
23.1 Consent of Independent Registered Public (12)
Accounting Firm to incorporation by reference
of 2008 audit report in Registrant's Form S-8
Registration Statement.
31.1 Certification of the Chief Executive Officer Filed herewith
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002, as amended
31.2 Certification of the Chief Financial Officer Filed herewith
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002, as amended
31.3 Certification of the Chief Executive Officer Filed herewith
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
31.4 Certification of the Chief Financial Officer Filed herewith
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
32.1 Certification of the Chief Executive Officer (12)
pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (Form 10-K)
32.2 Certification of the Chief Financial Officer (12)
pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (Form 10-K)
32.3 Certification of the Chief Executive Officer Filed herewith
pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
32.4 Certification of the Chief Financial Officer Filed herewith
pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
NOTES:
(1) Filed with the SEC as an exhibit, numbered as indicated above, to the
registration statement of Registrant on Form S-1, File No. 2-29609, which
exhibit is incorporated herein by reference.
(2) Filed with the SEC as an exhibit, numbered as indicated above, to the
registration statement of Registrant on Form S-1, File No. 2-71727, which
exhibit is incorporated herein by reference.
(3) Filed with the SEC as an exhibit, numbered as indicated above, to the
annual report of Registrant on Form 10-K, File No. 1-8061 for the year
ended April 30, 1981, which exhibit is incorporated herein by reference.
(4) Filed with the SEC as an exhibit, numbered as indicated above, to the
registration statement of Registrant on Form S-1, File No. 2-69527, which
exhibit is incorporated herein by reference.
(5) Filed with the SEC as an exhibit, numbered as indicated above, to the
annual report of Registrant on Form 10-K, File No. 1-8061, for the year
ended April 30, 1985, which exhibit is incorporated herein by reference.
(6) Filed with the SEC as exhibit, numbered as indicated above, to the annual
report of Registrant on Form 10-K, File No. 1-8061, for the year ended
April 30, 1986, which exhibit is incorporated herein by reference.
(7) Filed with the SEC as an exhibit, numbered as indicated above, to the
annual report of Registrant on Form 10-K, File No. 1-8061, for the year
ended April 30, 1987, which exhibit is incorporated herein by reference.
(8) Filed with the SEC as an exhibit, numbered as indicated above, to the
annual report of Registrant on Form 10-K, File No. 1-8061, for the year
ended April 30, 1989, which exhibit is incorporated herein by reference.
(9) Filed with the SEC as an exhibit, numbered as indicated above, to the
annual report of Registrant on Form 10-K, File No. 1-8061, for the year
ended April 30, 1990, which exhibit is incorporated herein by reference.
(10) Filed with the SEC as an exhibit, numbered as indicated above, to the
registration statement of Registrant on Form S-8, File No. 333-42233,
which exhibit is incorporated herein by reference.
(11) Filed with the SEC as an exhibit, numbered as indicated above, to the
annual report of Registrant on Form 10-K, File No. 1-8061, for the year
ended April 30, 1998, which exhibit is incorporated herein by reference.
(12) Filed with the SEC as an exhibit, numbered as indicated above, to the
annual report of Registrant on Form 10-K, File No. 1-8061, for the year
ended April 30, 2008, which exhibit is incorporated herein by reference.
EXHIBIT 31.1
CERTIFICATION
I, Martin B. Bloch, Chief Executive Officer, certify that:
1. I have reviewed this annual report on Form 10-K of Frequency Electronics,
Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
(b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation;
(d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over
financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
Date: July 29, 2008
By: /s/ Martin B. Bloch
-------------------
Martin B. Bloch
President and Chief Executive Officer
EXHIBIT 31.2
CERTIFICATION
I, Alan L. Miller, Chief Financial Officer, certify that:
1. I have reviewed this annual report on Form 10-K of Frequency Electronics,
Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
(b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation;
(d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over
financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
Date: July 29, 2008
By: /s/ Alan L. Miller
------------------
Alan L. Miller
Treasurer and Chief Financial Officer
EXHIBIT 31.3
CERTIFICATION
I, Martin B. Bloch, Chief Executive Officer, certify that:
1. I have reviewed this Form 10-K/A (Amendment No. 1 to Annual Report on Form
10-K for the fiscal year ended April 30, 2008) of Frequency Electronics, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
(b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation;
(d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over
financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
Date: August 22, 2008
By: /s/ Martin B. Bloch
-------------------
Martin B. Bloch
President and Chief Executive Officer
EXHIBIT 31.4
CERTIFICATION
I, Alan L. Miller, Chief Financial Officer, certify that:
1. I have reviewed this Form 10-K/A (Amendment No. 1 to Annual Report on Form
10-K for the fiscal year ended April 30, 2008) of Frequency Electronics, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
(b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation;
(d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over
financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
Date: August 22, 2008
By: /s/ Alan L. Miller
------------------
Alan L. Miller
Treasurer and Chief Financial Officer
EXHIBIT 32.3
CERTIFICATION PURSUANT TO
SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
Certification of CEO
In connection with the Annual Report of Frequency Electronics, Inc. (the
"Company") on Form 10-K/A (Amendment No. 1 to Annual Report on Form 10-K for the
fiscal year ended April 30, 2008) as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, Martin B. Bloch, Chief
Executive Officer of the Company, certify, pursuant to Section 18 U.S.C. 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) and
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
/s/ Martin B. Bloch August 22, 2008
- -------------------
Martin B. Bloch
President and Chief Executive Officer
A signed original of this written statement required by Section 906, or
other document authenticating, acknowledging, or otherwise adopting the
signature that appears in typed form within the electronic version of this
written statement required by Section 906, has been provided to the
Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.4
CERTIFICATION PURSUANT TO
SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
Certification of CFO
In connection with the Annual Report of Frequency Electronics, Inc. (the
"Company") on Form 10-K/A (Amendment No. 1 to Annual Report on Form 10-K for the
fiscal year ended April 30, 2008) as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, Alan L. Miller, Chief Financial
Officer of the Company, certify, pursuant to Section 18 U.S.C. 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) and
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
/s/ Alan L. Miller August 22, 2008
- ------------------
Alan L. Miller
Treasurer and Chief Financial Officer
A signed original of this written statement required by Section 906, or
other document authenticating, acknowledging, or otherwise adopting the
signature that appears in typed form within the electronic version of this
written statement required by Section 906, has been provided to the
Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.