As filed with the Securities and Exchange Commission on February 28, 2007
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
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 or Organization)
55 Charles Lindbergh Blvd.
Mitchel Field, NY 11553
516-794-4500
(Address, including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
2001 Incentive Stock Option Plan
2005 Stock Award Plan of Frequency Electronics, Inc.
Frequency Electronics, Inc. Employee Stock Ownership Plan
(Full Title of the Plan)
Alan Miller
Chief Financial Officer
Frequency Electronics, Inc.
55 Charles Lindbergh Blvd.
Mitchel Field, NY 11553
(516) 794-4500
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent For Service)
Copies to:
Dennis J. Block, Esq.
William P. Mills, III, Esq.
Cadwalader, Wickersham & Taft LLP
One World Financial Center
New York, New York 10281
(212) 504-6000
------------------
CALCULATION OF REGISTRATION FEE
==========================================================================================
Title of Each Class Amount to Proposed Maximum Proposed Maximum Amount of
of Securities be Offering Aggregate Registration
to be Registered Registered(1) Price Per Unit Offering Price Fee
Common Stock, par value $1.00 per share 385,200 (2) $10.30 (3) $3,967,560 (3) $121.81
Common Stock, par value $1.00 per share 400,000 (4) $11.25 (5) $4,500,000 (5) $138.15
Common Stock, par value $1.00 per share 374,435 (6) $11.25 (7) $4,212,393.75 (7) $129.32
(1) Plus such indeterminate number of shares pursuant to Rule 416 as may be
issued in respect of stock splits, stock dividends and similar
transactions.
(2) Represents the registration of an aggregate of 385,200 shares of common
stock of Frequency Electronics, Inc. issuable upon exercise of options
granted under the 2001 Incentive Stock Option Plan.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933,
as amended, based on (i) an average exercise price of $10.30 for 385,200
of the shares to be registered pursuant to this Registration Statement.
(4) Represents the registration of an aggregate of 400,000 shares of common
stock of Frequency Electronics, Inc. issuable upon exercise of options
reserved for grant and the settlement of stock appreciation rights granted
under the 2005 Stock Award Plan of Frequency Electronics, Inc.
(5) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933,
as amended, based on the average of the high and low sales prices of the
common stock as reported on the Nasdaq Global Market on February 27, 2007.
(6) Represents the registration of an aggregate of 374,435 shares of common
stock of Frequency Electronics, Inc. issuable upon allocation of such
stocks to Employee Stock Ownership Plan participants.
(7) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933,
as amended, based on the average of the high and low sales prices of the
common stock as reported on the Nasdaq Global Market on February 27, 2007.
EXPLANATORY NOTE
Frequency Electronics, Inc. (the "Company") has prepared this Registration
Statement in accordance with the requirements of Form S-8 under the Securities
Act of 1933, as amended (the "Securities Act"), to register (i) issuances of
385,200 shares of common stock, par value $0.01 per share ("Common Stock"), of
the Company upon the exercise of options previously granted under the 2001
Incentive Stock Option Plan (the "2001 Plan"); (ii) future issuances of up to
400,000 shares of Common Stock under the 2005 Stock Award Plan of Frequency
Electronics, Inc. (the "2005 Plan"); and (iii) future issuances of up to 374,435
shares of Common Stock under the Frequency Electronics, Inc. Employee Stock
Ownership Program.
This Registration Statement also includes a reoffer prospectus prepared in
accordance with General Instruction C of Form S-8 and in accordance with the
requirements of Part I of Form S-3. This reoffer prospectus may be used by
certain officers and directors of the Company to sell or otherwise dispose of
securities received as grants under, or as a result of the exercise of stock
options granted under, the 2001 Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information required in Part I of this
Registration Statement will be sent or given to employees as specified in Rule
428(b)(1) of the Securities Act and are not filed as part of this Registration
Statement pursuant to the Note to Part I of Form S-8. Those documents and the
documents incorporated by reference into this Registration Statement, taken
together, constitute prospectuses that meet the requirements of Section 10(a) of
the Securities Act.
The Company will deliver or cause to be delivered promptly, without
charge, to each person to whom information is required to be delivered, upon
written or oral request, a copy of the information that is incorporated by
reference pursuant to Item 3 of this Registration Statement and any other
documents required to be delivered pursuant to Rule 428(b).
I-1
REOFFER PROSPECTUS
Frequency Electronics, Inc.
55 Charles Lindbergh Blvd.
Mitchel Field, NY 11553
(516) 794-4500
385,200 Shares of Common Stock
Certain of our employees, all of whom are named in this prospectus (the
"Selling Stockholders"), may offer and sell from time to time, for their own
accounts, up to 385,200 shares of Common Stock (the "Shares") underlying stock
options that they acquired pursuant to the 2001 Incentive Stock Option Plan (the
"2001 Plan"). We will not receive any of the proceeds from the sale of the
Shares.
The Selling Stockholders may offer for sale or sell the Shares in varying
amounts through public or private transactions at prevailing market prices or at
privately negotiated prices. Sales may be made through brokers or to dealers,
who are expected to receive customary commissions or discounts.
The Selling Stockholders and participating brokers and dealers may be
deemed to be "underwriters" within the meaning of the Securities Act, in which
event any profit on the sale of Shares by those Selling Stockholders and any
commissions or discounts received by those brokers or dealers may be deemed to
be underwriting compensation under the Securities Act. We will bear all expenses
incurred in connection with this offering, other than discounts, concessions and
commissions which are to be borne by the Selling Stockholders.
Our common stock is traded on the Nasdaq Global Market under the symbol
"FEIM." On February 27, 2007, the last reported sale price of our Common Stock
was $11.29 per share.
Our business and an investment in our common shares involve significant
risks. These risks are described under the caption "Risk Factors" beginning on
page 4 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this Prospectus is February 28, 2007.
You should only rely on the information incorporated by reference or provided in
this prospectus or any supplement. We have not authorized anyone else to provide
you with different information. Our common stock is not being offered in any
state where the offer is not permitted. You should not assume that the
information in this prospectus or any supplement is accurate as of any date
other than the date on the front of those documents.
---------------------------------
TABLE OF CONTENTS
Page
The Company...................................................................3
Risk Factors..................................................................4
Forward-Looking Statements....................................................10
Use of Proceeds...............................................................10
Selling Stockholders..........................................................10
Plan of Distribution..........................................................13
Legal Matters.................................................................14
Experts.......................................................................14
Where You Can Find More Information...........................................14
Incorporation of Certain Documents by Reference...............................15
2
THE COMPANY
Frequency Electronics, Inc. (the "Company") was founded in 1961 as a
research and development firm in the technology of time and frequency control.
The Company was incorporated in Delaware in 1968 and became the successor to the
business of Frequency Electronics, Inc., a New York corporation, organized in
1961. The principal executive office of Frequency Electronics is located at 55
Charles Lindbergh Boulevard, Mitchel Field, New York 11553. Its telephone number
is 516-794-4500 and its website is www.frequencyelectronics.com.
In the mid-1990's, the Company transformed itself from primarily a defense
contract manufacturer into a high-tech provider of precision time and frequency
products for commercial applications found in both ground-based communication
stations and on-board satellites. The Company also continues to support the
United States government with products for defense and space applications.
The Company 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 for the ongoing expansion of existing
wireless and wireline networks. The Company's mission is to provide the most
advanced control of frequency and time - essential factors for synchronizing
communication networks and for providing reference frequencies for certain
military, commercial and scientific, terrestrial and space applications.
The Company has divided its operations into four principal market areas:
1. Products for commercial communications which are based either on the
ground or in space. The Company's space and terrestrial commercial
communications programs are produced by its wholly owned subsidiary,
FEI Communications, Inc. ("FEIC"). FEIC was incorporated in Delaware
in December 1991, and was created as a separate subsidiary company
to provide ownership and management of assets and other services
appropriate for commercial clients, both domestic and foreign.
2. Products used by the United States Government for defense or space
applications. The Company's subsidiary, FEI Government Systems, Inc.
("FEI-GSI"), was formed in fiscal year 2002 to focus on supplying
the Company's technology and legacy proprietary products to the
United States military and other U.S. government agencies.
3. Products for wireline and network synchronization systems. These
products are produced by Gillam-FEI, the Company's Belgian
subsidiary, acquired in September 2000. Products delivered by
Gillam-FEI provide essential network monitoring and wireline
synchronization for a variety of industries and telecommunications
providers in Europe, Africa, the Middle East and Asia.
4. Products that incorporate global positioning systems ("GPS")
technology. These precision time and frequency generation and
synchronization products are manufactured by the Company's
subsidiary FEI-Zyfer, Inc. ("FEI-Zyfer"). As described more fully
below, early in fiscal year 2004, the Company acquired the business
and net assets of Zyfer, Inc. forming a new wholly-owned subsidiary.
FEI-Zyfer's GPS capability complements the Company's existing
technologies
3
and permits the combined entities to provide a broader range of
embedded systems for a variety of timing functions.
RISK FACTORS
You should carefully consider each of the following risks, as well as all
of the other information contained in this prospectus, before deciding to invest
in our common stock. If any of these risks occurs, our business, financial
condition and results of operations may be adversely affected, the trading price
of our common stock could decline and you may lose part or all of your
investment.
A variety of factors may cause the price of our stock to be volatile.
In recent years, the stock market in general, and the market for shares of
technology companies in particular, including ours, have experienced price
fluctuations. For example, for fiscal year 2007, the price of our Common Stock
has ranged from a closing high of $14.25 to a closing low of $10.75. The market
price of our Common Stock is likely to continue to fluctuate significantly in
the future, including fluctuations unrelated to our performance. We believe that
fluctuations of our stock price may be caused by a variety of factors,
including:
o fluctuations in our operating results;
o announcements of technological innovations, new commercial products
or other developments by us or our competitors;
o published reports by securities analysts;
o general market conditions, general economic conditions;
o announcements by us or our competitors of significant acquisitions,
strategic partnerships or joint ventures;
o our cash position and cash commitments;
o additions or departures of key personnel;
o sales or purchases of our Common Stock in the marketplace;
o an outbreak of hostilities, diseases, natural disasters or
terrorism;
o developments in patents or other intellectual property rights; and
o developments in our relationships with customers and suppliers.
If we fail to keep pace with rapid technological change and evolving industry
standards, our products could become less competitive or obsolete.
The markets for our products are characterized by technological change,
new product introductions, changes in customer requirements and evolving
industry standards. We may cease to be
4
competitive if we fail to timely introduce new products or product enhancements
that address these factors. To continue to introduce new products and product
enhancements on a timely basis, we must:
o identify emerging technological trends in our target markets;
o accurately define and design new products or product enhancements to
meet market needs;
o develop or license the underlying core technologies necessary to
create new products and product enhancements; and
o respond effectively to technological changes and product
introductions by our competitors.
If we fail to timely identify, develop, manufacture, market or support new
or enhanced products successfully, our competitors could gain market share or
our new or enhanced products might not gain market acceptance.
Delays in the development of new or enhanced products could harm our operating
results and our competitive position.
The development of new, technologically advanced products is a complex and
uncertain process requiring high levels of innovation, highly skilled
engineering and development personnel and accurate anticipation of technological
and market trends. Consequently, product development delays are typical in our
industry. If we fail to timely introduce a product for an emerging standard or
customers defer or cancel orders expecting the release of a new or enhanced
product, our operating results could suffer. Product development delays may
result from numerous factors, including:
o changing product specifications and customer requirements;
o unanticipated engineering complexities;
o difficulties with or delays by contract manufacturers or suppliers
of key components or technologies;
o difficulties in allocating engineering resources and overcoming
resource limitations; and
o difficulties in hiring and retaining necessary technical personnel.
We face uncertainty relating to economic conditions affecting our customers.
We face uncertainty in the degree to which the current global economic
climate will affect the rate of growth for our existing and potential customers.
In particular, the timing and magnitude of capital spending by international
telecommunications companies, including those in China, will materially impact
our business. We may experience instances of customers delaying or deferring
orders and longer lead times to close sales. Similarly, spending on U.S.
Government programs is determined by the annual defense department budget. To
the extent that support for the liberation and rebuilding of Iraq takes
precedence, funding for certain Department of Defense programs may be delayed or
significantly reduced in the near term. Such delays can have a materially
negative impact on our business, our operating results and financial condition.
5
We face competition. Our inability to remain competitive in the industry would
adversely affect our ability to maintain our current sales and growth.
We experience competition in all areas of our business. We compete
primarily on the basis of the accuracy, performance and reliability of our
products, the ability of our products to function under severe conditions, such
as in space or other extreme hostile environments, prompt and responsive
contract performance, technical competence and price. We have a unique and broad
product line which includes all three frequency standards - quartz, rubidium,
and cesium. For our high precision products, we have few competitors, but for
lower precision components, we face significant competition from a number of
suppliers. Certain of our competitors are larger, have greater financial
resources and have larger research and development and marketing staffs. If our
competitors develop more accurate or reliable products, or otherwise improve
their products, we could experience a decline in our sales or loss of market
acceptance of our products.
With respect to our instruments and systems, we compete with Agilent
Technologies Inc., Symmetricom, Inc, E. G. and G., Inc. and others. Systems for
the wireline industry produced by the Gillam-FEI segment compete with
Symmetricom, Inc. Our principal competition for space products is the in-house
capability of our major customers.
Our reliance on third parties could materially adversely affect our business.
In recent years, we have outsourced certain component manufacturing
processes to third parties and more recently to our wholly-owned subsidiary,
FEI-Asia in Tianjin, China and to Russian-based Morion, Inc., in which we are a
minority shareholder. We expect this outsourcing to enhance our competitive
position on cost while maintaining our high quality standards. Any unanticipated
changes in such third parties' ability to perform the component manufacturing
processes or any delay in such manufacturing could materially adversely affect
our business, financial condition and operating results.
Our executive officers and certain key personnel are critical to our business.
We are dependent upon the contributions of our senior corporate management
team, particularly Martin Bloch, President and Chief Executive Officer, who has
been with us since 1961, Oleandro Mancini, Vice President of Business
Development, who has been with us since 2001, Alan Miller, Chief Financial
Officer, who has been with us since 1995, and certain of our other key employees
for our future success. If Messrs. Bloch, Mancini and Miller no longer serve in
their positions, our business, financial conditions and results of operation
could be substantially adversely affected.
Our future operating results also depend in significant part upon our
ability to attract and retain qualified management, manufacturing, technical,
engineering, marketing, sales and support personnel. Competition for qualified
personnel is intense, and we cannot ensure success in attracting or retaining
qualified personnel. There may be only a limited number of persons with the
requisite skills to serve in these positions and it may be increasingly
difficult for us to hire personnel over time. Our business, financial conditions
and results of operation could be substantially adversely affected by our
inability to attract and retain skilled employees.
Economic, political and other risks associated with international sales and
operations could adversely affect sales.
Because we sell our products worldwide, our business is subject to risks
associated with doing business internationally. We recognized 35% of our revenue
from sales to end-users in countries located outside of the United States in the
fiscal year ended April 30, 2006. We anticipate that revenue from
6
international operations will continue to represent a substantial portion of our
revenue. In addition, several of our manufacturers' facilities and suppliers are
located outside the United States of America. Accordingly, our future results
could be harmed by a variety of factors, including:
o changes in a specific country's or region's political or economic
conditions, particularly in emerging markets;
o tariff and trade policies;
o export license requirements and restrictions of the export of
technology;
o import regulations;
o domestic and foreign tax policies;
o foreign governmental regulations;
o difficulty in staffing and managing widespread operations;
o ongoing health epidemics (e.g., Bird Flu);
o fluctuations in foreign currency exchange rates;
o stability of international monetary conditions;
o differing labor regulations;
o political unrest, war, actual or threatened acts of terrorism, other
international conflicts and the resulting military, economic and
political responses (including, without limitation, war between
sovereign nations) as well as heightened security measures which may
cause significant disruption to commerce worldwide;
o differing protection of intellectual property; and
o unexpected changes in regulatory requirements.
Our products may contain defects that cause us to incur significant corrective
costs, divert our attention from product development efforts and result in a
loss of customers.
Highly complex products such as our high-technology frequency, timing and
synchronization products may contain defects when they are installed in our
customers' systems. If any of our products contain defects or have reliability,
quality or compatibility problems, our reputation may be damaged and customers
may be reluctant to buy our products. In addition, these defects could interrupt
or delay sales. We may have to invest significant capital and other resources to
alleviate these problems. If any problem remains undiscovered until after we
have commenced production of a new product, we may be required to incur
additional development costs and product recall, repair or replacement costs.
These problems may also result in claims against us by our customers or others.
In addition, these problems may divert our technical and other resources from
other development efforts.
If we fail to manage our operations effectively, our business could suffer.
7
Our ability to offer products and implement our business plan successfully
in a rapidly evolving market requires effective planning and management. Failure
by our management or personnel to properly allocate resources to meet our
current and existing needs as well as unforeseen complications and
inefficiencies in planning our operations can adversely impact the morale of our
personnel and lead to further complications and operational inefficiencies. If
this were to occur, our profitability or financial position could be negatively
impacted and our operating results could suffer.
Claims that we infringe third-party intellectual property rights could result in
significant expenses or restrictions on our ability to sell our products.
Although our industry is not characterized by frequent claims or
litigation regarding patent rights, we cannot be certain that our products do
not or will not infringe issued patents or the intellectual property rights of
others. Historically, patent applications in the United States of America have
not been publicly disclosed until the patent is issued, and we may not be aware
of filed patent applications that relate to our products or technology. If
patents are later issued in connection with these applications, we may be liable
for infringement. Periodically, other parties, including some of our
competitors, may assert patent, copyright and other rights to technologies in
various jurisdictions that are important to our business. Any claims asserting
that our products infringe or may infringe the rights of third parties,
including claims arising through our contractual indemnification of our
customers, regardless of their merit or resolution, would likely be costly and
time-consuming, divert the efforts of our technical and management personnel,
cause product shipment delays or require us to enter into royalty or licensing
agreements. Royalty or licensing agreements, if required, may not be available
on terms acceptable to us, or at all.
At present, we do not believe that our products infringe any other party's
intellectual property rights in any way that would have a material adverse
effect on our operations. However, if any material claims do arise and if these
claims cannot be resolved through a license or similar arrangement, we could
become a party to litigation. The results of any litigation are inherently
uncertain. In the event of an adverse result in any litigation with third
parties that could arise in the future, we could be required to pay substantial
damages, including treble damages if we are held to have willfully infringed, to
cease the manufacture, use and sale of infringing products, to expend
significant resources to develop non-infringing technology, or to obtain
licenses to the infringing technology. In addition, lawsuits, regardless of
their success, would likely be time consuming and expensive to resolve and would
divert management time and attention from our business.
Any failure to protect our intellectual property adequately may significantly
harm our business.
We protect our proprietary processes, software, know-how and other
intellectual property and related rights through copyrights, patents, trademarks
and the maintenance of trade secrets, including entering into confidentiality
agreements. Our success and ability to compete depend in part on our proprietary
technology. However, we cannot provide any assurance that other companies will
not develop technologies that are similar to our technology. Although we have
patent applications pending, patents may not issue as a result of these or other
patent applications. Any patents that ultimately issue may be successfully
challenged or invalidated, or may not provide us with a significant competitive
advantage. Despite our efforts to protect our intellectual property rights,
existing laws in the United States of America and in differing international
jurisdictions and our contractual arrangements provide only limited protection.
Unauthorized parties may attempt to copy or otherwise obtain and use our
products or technology. Third parties may breach confidentiality agreements or
other protective contracts with us and we may not be able to enforce our rights
in the event of these breaches.
8
Monitoring unauthorized use of our products is difficult and may be
expensive, and we cannot be certain that the steps we have taken will prevent
unauthorized use of our intellectual property, particularly in foreign countries
where the laws may not protect our proprietary rights as fully as in the United
States of America. We may be required to spend significant resources to protect
our intellectual property rights, including pursuing remedies in court. We may
become involved in legal proceedings against other parties, which may also cause
other parties to assert claims against us. In the future we may not be able to
detect infringements and may lose our competitive position in our markets before
we do so. In addition, competitors may design around our technologies or develop
competing technologies. The laws of other countries in which we market our
products might offer little or no effective protection of our proprietary
technology. Reverse engineering, unauthorized copying or other misappropriation
of our proprietary technology could enable third parties to benefit from our
technology without payment, which could significantly harm our business. Our
failure to enforce and protect our intellectual property rights or any adverse
change in the laws protecting intellectual property rights could harm our
business. Furthermore, we may become involved in legal proceedings against other
parties, which may also cause other parties to assert claims against us.
Future sales of substantial amounts of our common stock by us or by our existing
stockholders could cause our stock price to fall.
Additional equity financings or other share issuances by us could
adversely affect the market price of our Common Stock. Sales by existing
stockholders of a large number of shares of our Common Stock in the public
trading market (or in private transactions) such as this offering by the Selling
Stockholders, or the perception that such additional sales could occur, could
cause the market price of our common stock to drop.
Some of our revenue is generated from a limited number of key customers and the
loss of a key customer could substantially reduce our revenues.
A large portion of our sales are generated from a small number of key
customers at each of our segments, including, without limitation, two customers
of our Commercial Communications segment, Motorola Corp. and Lucent
Technologies, which accounted for 13% and 14% of consolidated sales for fiscal
2006, respectively. Major customers of our US Government segment include
Northrop Grumman Corporation, Raytheon Missile Systems, Inc., BAE Systems
Aerospace, Inc. and Lockheed Martin. France Telecom and Belgacom are significant
customers of our Gillam-FEI segment. Our top 10 customers accounted for 63% of
our consolidated sales for fiscal 2006. We expect that our top 10 customers in
the aggregate will continue to account for a large portion of our consolidated
sales in the foreseeable future, and the loss of one or more of these customers
would materially harm our business and operating results. The loss of a key
customer could also be perceived as a loss of momentum in our business and an
adverse impact on our financial results, and this may cause the market price of
our common stock to fall.
We are subject to anti-takeover provisions that could delay or prevent an
acquisition of our Company
We are subject to the anti-takeover provisions of the Delaware General
Corporation Law, which could have the effect of delaying or preventing a change
of control of us. These factors could materially adversely affect the price of
our common stock.
9
FORWARD-LOOKING STATEMENTS
The statements contained in or incorporated by reference in this Reoffer
Prospectus 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 our 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 our periodic report filings with the Securities and Exchange
Commission. By making these forward-looking statements, we undertake no
obligation to update these statements for revisions or changes after the date of
this Reoffer Prospectus.
USE OF PROCEEDS
The proceeds from the sale of the Shares offered pursuant to this
prospectus are solely for the account of the Selling Stockholders. We will not
receive any proceeds from any sale of shares by the Selling Stockholders.
SELLING STOCKHOLDERS
This prospectus relates to shares of Common Stock underlying stock options
that have been granted to the Selling Stockholders pursuant to the 2001 Plan.
Each of the Selling Stockholders is an officer or other employee. The
following table sets forth:
o the name and principal position or positions of each Selling
Stockholder over the past three years with the Company;
o the number of shares of common stock each Selling Stockholder
beneficially owned as of February 9, 2007;
o the number of shares of Common Stock acquired by each Selling
Stockholder in connection with grants of stock options
pursuant to the 2001 Plan and being registered under this
Registration Statement, some or all of which shares may be
sold pursuant to this prospectus; and
o the number of shares of common stock and the percentage, if 1%
or more, or the total class of common stock outstanding to be
beneficially owned by each Selling Stockholder following this
offering, assuming the sale pursuant to this offering of all
shares acquired by such Selling Stockholder in connection with
grants of stock options pursuant to the 2001 Plan and
registered under this Registration Statement.
There is no assurance that any of the Selling Stockholders will sell any
or all of the shares offered by them under this Registration Statement. The
information included in the table assumes that each selling stockholder will
elect to sell all of his shares set forth under "Shares Covered by this
Prospectus."
10
Shares Beneficially
Owned After
this Offering(3)
----------------------
Shares
Position with the Beneficially Shares Covered by
Selling Stockholder Company Owned(1) this Prospectus(2) Number Percentage(4)
------------------- ------------------------- ------------ ------------------ ------ -------------
Hugo Fruehauf Chief Technology Officer 19,053 17,500 6,553 *%
Markus Hechler Executive Vice President 106,003 38,500 73,253 *
Daniel Leonard Technical 5,625 2,500 5,000 *
Manager--Gillam-FEI
Oleandro Mancini Vice President 42,063 44,500 11,688 *
Len Martire Vice President 53,329 15,000 39,579 *
Tom McClelland Vice President 46,958 19,000 32,208 *
Alan Miller Treasurer & CFO 45,042 23,000 25,792 *
Harry Newman Corporate Secretary 35,728 4,000 32,728 *
Charles Stone Vice President 69,667 11,000 59,667 *
Steven Strang President--FEI-Zyfer 11,011 17,500 1,011 *
Giacomo Amendolara Engineer 16,245 1,500 14,745 *
Roman Baransky Engineer 9,021 5,200 4,446 *
Heinz Badura Vice President--FEI-Zyfer 4,699 5,000 949 *
Steve Calceglia Director--Program 13,437 2,000 11,937 *
Management
John Caulfield Director--Commercial 37,310 16,000 23,810 *
Rubidium Mfg
Ran Chen General Manager--FEI-Asia 2,269 4,000 269 *
11
John Cuthbertson Director--Sales & 11,348 3,000 8,348 *
Marketing
Sergio Diaz Director IT 3,991 5,000 741 *
Ron Evans Director Product 2,299 3,000 799 *
Marketing
David Fraine Engineer 12,071 2,000 10,571 *
John Ho Engineer 28,453 13,000 16,453 *
John Jahahn Engineering Manager 2,423 3,000 173
Gerard Klahn Director Microwave 2,500 10,000 0 *
Engineering
Robert Klomp Director Human Resources 20,200 10,000 12,325 *
Peter Klopsis Director--Materials 23,505 6,000 18,005 *
Eugene Kushner Retired 1,750 1,000 750 *
Karen Maganza Material Control Manager 8,200 1,000 7,200 *
Eugene Mauskop Project Manager 960 3,000 210 *
Marvin Meirs Consultant 42,500 9,000 34,250 *
Alwin Michaelson Assistant to the 55,402 5,000 50,402 *
President
Walter Mulvey Program Administrator 6,037 1,000 5,037 *
Sai Padmanabhan Director Microwave 1,254 5,000 4 *
Engineering
Iancu Pascaru Consultant 32,580 12,000 21,580 *
Ramesh Parmoo Engineer 7,955 1,000 6,955 *
Ron Rico Engineer 8,229 4,000 5,229 *
Glen Roosevelt Retired 3,750 5,000 0 *
Brian Sweeny Director--Quality 28,127 10,000 19,752 *
Assurance
12
Csaba Szekely Director--Rubidium Glass 15,974 5,000 11,974 *
Lou Terracciano Director--Operations 22,460 14,000 10,960 *
Al Vulcan Consultant 25,661 15,000 15,411 *
Anatol Walters Manager--Test 12,608 3,000 9,858 *
Jaroslaw Zacharski Senior Physicist 24,171 10,000 15,921 *
* Represents less than 1%.
(1) Each person named in the table has sole voting and investment power with
respect to all common stock listed as owned by that person or entity. Shares
beneficially owned include shares that may be acquired pursuant to options and
warrants exercisable within 60 days of the date of this reoffer prospectus.
(2) Includes all shares registered for the account of each Selling Stockholder
whether or not exercisable within 60 days of the date of this reoffer
prospectus.
(3) Assuming the sale of all shares registered for the account of the Selling
Stockholders whether or not exercisable within 60 days of the date of this
reoffer prospectus.
(4) Ownership percentages are based on 8,658,884 shares of common stock
outstanding as of February 9, 2007. With respect to each person, percentage
ownership is calculated by dividing the number of shares beneficially owned by
such person by the sum of the number of outstanding shares at such date and the
number of shares such person has the right to acquire upon exercise of options
or warrants that are currently exercisable or are exercisable on or before April
10, 2007.
PLAN OF DISTRIBUTION
The Selling Stockholders, or their pledgees, donees, transferees or other
successors in interest, may sell shares pursuant to this prospectus from time to
time:
o in transactions on the Nasdaq Global Market;
o in the public market off the Nasdaq Global Market;
o in privately negotiated transactions;
o through put or call options transactions relating to the
shares; or
o in a combination of all such transactions.
Each sale may be made either at the market price prevailing at the time of
sale or at a negotiated price. Sales may be made through brokers or to dealers,
and such brokers or dealers may receive compensation in the form of commissions
or discounts not exceeding those customary in similar transactions. Any shares
covered by this prospectus that qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than pursuant to this
prospectus. All expenses of
13
registration incurred in connection with this offering are being borne by us,
but all brokerage commissions and other expenses incurred by a Selling
Stockholder will be borne by that Selling Stockholder.
The Selling Stockholders and any dealer acting in connection with the
offering or any broker executing a sell order on behalf of a Selling Stockholder
may be deemed to be "underwriters" within the meaning of the Securities Act, in
which event any profit on the sale of shares by a Selling Stockholder and any
commissions or discounts received by any such broker or dealer may be deemed to
be underwriting compensation under the Securities Act. In addition, any such
broker or dealer may be required to deliver a copy of this prospectus to any
person who purchases any of the shares from or through such broker or dealer.
LEGAL MATTERS
The validity of the issuance of shares of the common stock offered by this
reoffer prospectus will be passed upon for us by Cadwalader Wickersham & Taft
LLP, New York, New York.
EXPERTS
The consolidated financial statements of Frequency Electronics, Inc. and
subsidiaries at April 30, 2006 and for the two years ended April 30, 2006,
incorporated by reference into this prospectus have been audited by Holtz
Rubenstein Reminick LLP, an independent registered public accounting firm, and
are included in reliance upon the report of Holtz Rubenstein Reminick LLP,
included herein, and upon the authority of said firm as experts in auditing and
accounting.
The consolidated financial statements of Frequency Electronics, Inc. and
Subsidiaries for the year ended April 30, 2004 incorporated in this Prospectus
by reference to the Annual Report on Form 10K for the year ended April 30, 2006,
have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, a independent registered public accounting firm, given on the authority of
said firm as experts in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We file current, quarterly and annual reports, proxy statements and other
information required by the Securities Exchange Act of 1934, as amended (the
"Exchange Act") with the Securities and Exchange Commission (the "SEC"). You may
read and copy any of these filed documents at the SEC's public reference room
located at 100 F. Street, N.E., Room 1580, Washington, D.C. 20549. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference room.
Our SEC filings are also available to the public from the SEC's internet site at
http://www.sec.gov.
Our website is www.frequencyelectronics.com (which is not intended to be
an active hyperlink in this prospectus). We make available free of charge on our
website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K, proxy statements and Forms 3, 4 and 5 filed on behalf of
directors and executive officers and any amendments to such reports filed or
furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as
reasonably practicable after such
14
material is electronically filed with, or furnished to, the SEC. The information
contained on, connected to or that can be accessed via our website is not part
of this prospectus.
We have filed with the SEC a Registration Statement on Form S-8 under the
Securities Act with respect to the shares of common stock offered by this
prospectus. This prospectus, which constitutes a part of that Registration
Statement, does not include all the information contained in that Registration
Statement and its exhibits. For further information with respect to us and our
common stock, you should consult the Registration Statement and its exhibits.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Statements contained in this prospectus concerning the provisions of any
documents are necessarily summaries of those documents, and each statement is
qualified in its entirety by reference to the copy of the document filed with
the SEC. The Registration Statement and any of its amendments, including
exhibits filed as a part of the Registration Statement or an amendment to the
Registration Statement, are available for inspection and copying through the
entities listed above.
The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to documents containing that information. The information
incorporated by reference is considered to be part of this prospectus, and later
information that we file with the SEC will automatically update and supersede
this information. We incorporate by reference the following documents filed by
us with the SEC and any future filings we will make with the SEC pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until this offering is
complete or terminated:
(i) the Annual Report on Form 10-K for the fiscal year ended April 30,
2006;
(ii) the Quarterly Report on Form 10-Q for the fiscal quarter ended July
31, 2006;
(iii) the Quarterly Report on Form 10-Q for the fiscal quarter ended
October 31, 2006;
(iv) the Current Reports on Form 8-K filed on July 31, 2006, September
28, 2006, November 20, 2006 and January 3, 2007; and
(v) the description of the Company's Common Stock, par value $1.00 per
share, contained in the Company's Registration Statement on Form
8-A12B, filed under the Exchange Act on July 31, 2006, including any
amendments or reports filed for the purpose of updating such
description.
We will provide to you without charge a copy of any or all documents
incorporated by reference into this prospectus, including any exhibits to such
documents that are specifically incorporated by reference in those documents.
You may request copies by writing or telephoning us at our Investor Relations
Department, Frequency Electronics, Inc., 55 Charles Lindbergh Blvd., Mitchel
Field, NY 11553; telephone number (516) 794-4500.
15
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, as filed with the SEC by the Company are
incorporated herein by reference:
(i) the Annual Report on Form 10-K for the fiscal year ended April 30,
2006;
(ii) the Quarterly Report on Form 10-Q for the fiscal quarter ended July
31, 2006;
(iii) the Quarterly Report on Form 10-Q for the fiscal quarter ended
October 31, 2006;
(iv) the Current Reports on Form 8-K filed on July 31, 2006, September
28, 2006, November 20, 2006 and January 3, 2007; and
(v) the description of the Company's Common Stock, par value $1.00 per
share, contained in the Company's Registration Statement on Form
8-A12B, filed under the Exchange Act on July 31, 2006, including any
amendments or reports filed for the purpose of updating such
description.
All documents filed by the Company with the SEC pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold will be deemed to be incorporated by
reference in this Registration Statement and to be a part thereof from the date
of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law permits
indemnification of officers, directors, and other corporate agents under certain
circumstances and subject to certain limitations. The Company's Amended and
Restated Certificate of Incorporation and By-laws provide that the Company will
indemnify its directors and officers, and anyone who is or was serving at the
Company's request as a director, officer, employee, fiduciary, or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, to the fullest extent permitted under Delaware law. These
indemnification provisions may be sufficiently broad to permit indemnification
of the Company's executive officers and directors for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act.
The Company maintains directors' and officers' liability insurance against
any actual or alleged error, misstatement, misleading statement, act, omission,
neglect or breach of duty by any director or officer, excluding certain matters
including fraudulent, dishonest or criminal acts or self dealing.
II-1
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Specimen of Common Stock certificate (Filed as Exhibit 4.1 to the
Company's Registration Statement on Form S-1, File No. 2-29609).
4.2 2001 Incentive Stock Option Plan (Filed as Appendix B in the Proxy
Statement filed on August 30, 2001, which appendix is incorporated
herein by reference.)
4.3 2005 Stock Award Plan of Frequency Electronics, Inc. (Filed as
Exhibit 10.1 to the Form 8-K, File No. 1-8061, filed on October 4,
2005, which exhibit is incorporated herein by reference.)
*4.4 Frequency Electronics, Inc. Employee Stock Ownership Plan
*5.1 Opinion of Cadwalader Wickersham & Taft LLP.
*23.1 Consent of Holtz Rubenstein Reminick LLP, independent registered
public accounting firm.
*23.2 Consent of PricewaterhouseCoopers LLP, independent registered public
accounting firm.
*24 Power of Attorney (included on the signature page of this
Registration Statement).
* Filed herewith.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the SEC pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement;
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or
II-2
furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
will be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions referred to in this Registration
Statement, or otherwise, the registrant has been advised that in the opinion of
the SEC such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Mitchel Field, state of New York, on February 28,
2007.
FREQUENCY ELECTRONICS, INC.
By: /s/ Alan Miller
--------------------------------------
Alan Miller
Treasurer and Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Alan Miller his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform such
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------------------------------------------------------------------------------
/s/ Joseph P. Franklin
---------------------- Chairman of the Board February 28, 2007
Joseph P. Franklin
/s/ Joel Girsky
---------------------- Director February 28, 2007
Joel Girsky
/s/ E. Donald Shapiro
---------------------- Director February 28, 2007
E. Donald Shapiro
/s/ S. Robert Foley
---------------------- Director February 28, 2007
S. Robert Foley
/s/ Richard Schwartz
---------------------- Director February 28, 2007
Richard Schwartz
/s/ Martin B. Bloch
--------------------- President, CEO and Director February 28, 2007
Martin B. Bloch
Signature Title Date
--------------------------------------------------------------------------------
/s/ Alan Miller Treasurer and Chief
--------------------- Financial Officer February 28, 2007
Alan Miller
EXHIBIT INDEX
Paper (P) or
Exhibit No. Description Electronic (E)
------------- ------------------------------------------------ -----------------
4.1 Specimen of Common Stock certificate (Filed as
Exhibit 4.1 to the Company's Registration E
Statement on Form S-1, File No. 2-29609).
4.2 2001 Incentive Stock Option Plan (Filed as
Appendix B in the Proxy Statement filed on E
August 30, 2001, which appendix is
incorporated herein by reference.)
4.3 2005 Stock Award Plan of Frequency
Electronics, Inc.(Filed as Exhibit 10.1 to E
the Form 8-K, File No. 1-8061, filed on
October 4, 2005, which exhibit is incorporated
herein by reference.)
*4.4 Frequency Electronics, Inc. Employee Stock
Ownership Plan E
*5.1 Opinion of Cadwalader Wickersham & Taft LLP.
E
*23.1 Consent of Holtz Rubenste in Reminick LLP,
independent registered public accounting firm. E
*23.2 Consent of PricewaterhouseCoopers LLP,
independent registered public accounting firm. E
*24 Power of Attorney (included on the signature
page of this Registration Statement). E
* Filed herewith.