UNITED STATES
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
September 21, 2020
.ESPEY MFG & ELECTRONICS CORP.
(Exact name of registrant as specified in its charter)
New York (State or Other Jurisdiction of Incorporation) | | 001-04383
(Commission File Number) | | 14-1387171 (IRS Employer Identification No.) |
233 Ballston Avenue, Saratoga Springs, New York 12866 (Address of principal executive offices) |
(518) 584-4100 (Registrant’s telephone number, including area code) |
| Not Applicable |
| (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)) |
Securities registered pursuant to Section 12(b) of the Act
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock $.33-1/3 par value | ESP | NYSE American |
| Common Stock Purchase Rights | | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 17, 2020 the Board of Directors approved an amendment to the Bylaws of the Company (new Section 15 of Article II) to allow for the authorization of the implementation of reasonable measures to provide for shareholders not physically present at a shareholders’ meeting to participate in such meeting. The amendment provides that voting shall be permitted only by means of attending the meeting in person or through the delivery of a proxy in advance of the meeting.
Item 8.01 Other Events
On September 21, 2020 Espey Mfg. & Electronics Corp. issued a press release announcing that the Company's Board of Directors had declared regular dividend of $0.25 per share for the first quarter of the fiscal year ending June 30, 2021. 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 and Exhibits.
(c) Exhibits
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: September 21, 2020 | | ESPEY MFG. & ELECTRONICS CORP. |
| | By: | /s/ David O’Neil |
| | | David O’Neil Principal Financial Officer and Executive Vice President |
