UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
July 27, 2009
ESPEY MFG & ELECTRONICS CORP.
(Exact name of registrant as specified in its charter)
New York 001-04383 14-1387171
(State or Other Jurisdiction of (Commission File (IRS Employer
Incorporation) Number) Identification No.)
233 Ballston Avenue 12866
Saratoga Springs, New York
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(518) 584-4100
Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(a) Attached to this Report as Exhibit 10.2 is the full text of an
amended and restated transition services agreement with Howard Pinsley, the
Company's Chief Executive Officer. This agreement supercedes the agreement filed
under cover of a Report on Form 8-K dated February 26, 2009. The Board of
Directors and Mr. Pinsley determined that the agreement filed in February
contained errors which have now been corrected. Under the agreement, if Mr.
Pinsley is terminated or resigns as chief executive officer prior to December
31, 2009, he becomes a non-executive officer for a period of 36 months. In
consideration for the performance of services to be provided by him, Mr. Pinsley
will receive full benefits plus $16,000 per month for the first three months and
$8,666.67 per month for the next 33 months.
(b) The Company has appointed Mark St. Pierre, age 51, as President
effective July 27, 2009. It is anticipated that Mr. St. Pierre will also be
appointed to the position of Chief Executive Officer after a period to be
determined by the Board of Directors. During the transition period, Mr. Pinsley
will continue as Chairman of the Board and Chief Executive Officer of the
Company.
From 2000 to 2008, Mr. St. Pierre was employed by ITT Power
Solutions, West Springfield, Massachusetts, and last held the position of Vice
President and Director, Merchant Market Segment. He was responsible for the
management and development of a new business unit and the growth of sales to
major defense contractors and analytical instrument manufacturers. Prior to his
employment with ITT Power Solutions, Mr. St. Pierre held other positions in the
power supply and electronics industry for 20 years.
In connection with his appointment, Mr. St. Pierre has been
granted options to acquire 2,500 shares of the Company's Common Stock under its
Stock Option and Restricted Stock Plan, with an exercise price to be fixed at
the closing price of the Common Stock on August 3, 2009.
ITEM 8.01 Other Events
On July 27, 2009, Espey Mfg. & Electronics Corp. issued a press release
announcing the appointment of Mark St. Pierre, as President. A copy of the press
release is furnished as Exhibit 99.1 to this report. The information in this
report shall not be deemed to be filed for purposes of Section 18 of the
Securities Exchange Act of 1934 (the Exchange Act), as amended, or otherwise
subject to the liability of that section, and shall not be incorporated by
reference into any registration statement or other document filed under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit No. Document
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10.2 Second Amended and Restated Howard Pinsley Agreement
99.1 Press Release dated July 27, 2009
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SIGNATURES
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.
Date: July 27, 2009 ESPEY MFG. & ELECTRONICS CORP.
By: /s/ David A. O'Neil
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David A. O'Neil, Treasurer and Principal
Financial Officer
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