SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report:
May 19, 2003
Date of earliest event reported:
May 9, 2003
FREQUENCY ELECTRONICS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-8061 11-1986657
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(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
55 CHARLES LINDBERGH BLVD, MITCHEL FIELD, N.Y. 11553
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(516) 794-4500
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(Former name or former address, if changed since last report.)
Item 2. Acquisition or Disposition of Assets.
On May 9, 2003, FEI-Zyfer, Inc. ("FEI-Zyfer"), a wholly-owned subsidiary of
Frequency Electronics, Inc. ("Frequency" or the "Company"), acquired the
business and net assets of Zyfer, Inc. ("Zyfer"). The asset purchase was
consummated pursuant to the Asset Purchase Agreement ("Asset Purchase
Agreement") dated May 9, 2003, among the Company, FEI-Zyfer, Zyfer and Zyfer's
parent company, Odetics, Inc. Zyfer designs and manufactures products for
precision time and frequency generation and synchronization, primarily
incorporating global positioning systems technology. Zyfer's products are an
extension of Frequency's core product line, the design, development and
manufacture of high-technology frequency, timing and synchronization products
for voice, video and data telecommunications delivered by satellite or
terrestrial means for both commercial and U.S. Department of Defense customers.
The purchase price of $2,300,000 was paid in cash from the Company's available
funds. The purchase price was based on the parties agreed valuation of the net
assets of Zyfer. The asset purchase was completed on May 9, 2003.
The foregoing description of the asset purchase and the Asset Purchase Agreement
is qualified in its entirety by reference to the Asset Purchase Agreement, a
copy of which is filed herewith as Exhibit 2.1 and such Exhibit is incorporated
herein by reference.
On May 12, 2003, Frequency issued a press release, a copy of which is attached
hereto as Exhibit 99.1, announcing the asset purchase.
This Current Report on Form 8-K contains or incorporates by reference
forward-looking statements that involve risks and uncertainties. These
statements may differ materially from actual future events or results. Readers
are referred to the documents filed by Frequency with the Securities and
Exchange Commission, which identify important risk factors that could cause
actual results to differ from those contained in any forward-looking statements.
Item 7(c). Exhibits.
2.1 Asset Purchase Agreement, by and among Frequency Electronics, Inc.,
FEI-Zyfer, Inc., Odetics, Inc. and Zyfer, Inc. dated as of May 9, 2003.
99.1 Press Release of Frequency, dated May 12, 2003.
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.
Date: May 19, 2003
/s/ Alan Miller
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Name: Alan Miller
Title: Chief Financial Officer and
Controller
EXHIBIT INDEX
Exhibit 2.1 Asset Purchase Agreement, by and among Frequency
Electronics, Inc., FEI-Zyfer, Inc., Odetics, Inc. and Zyfer,
Inc. dated as of May 9, 2003.
Exhibit 99.1 Press Release of Frequency, dated May 12, 2003.