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
December 18, 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 (IRS Employer
Incorporation) File 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 3.03. Material Modification to Rights of Security Holders
On December 18, 2009, Espey Mfg. & Electronics Corp. ("Espey") entered into the
Second Amended and Restated Rights Agreement with Registrar and Transfer
Company, as Rights Agent (the "Rights Agreement"). The Rights Agreement amends
and restates, but does not materially modify any rights conferred upon holders
of Espey's common stock under Espey's existing Rights Agreement dated March 31,
1989, as amended February 12, 1999 and December 31, 1999.
The complete text of the Rights Agreement is attached to this Report as Exhibit
4.01. Exhibit B to the Rights Agreement is a summary description of the rights
conferred thereunder. The summary description does not purport to be complete
and is qualified in its entirety by reference to the complete text of the Rights
Agreement.
Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit No. Document
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4.01 Second Amended and Restated Rights Agreement,
dated December 18, 2009 between Espey Mfg. &
Electronics Corp. and Registrar and Transfer
Company
SIGNATURES
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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: December 23, 2009 ESPEY MFG. & ELECTRONICS CORP.
By: /s/ David A. O'Neil
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David A. O'Neil, Treasurer and Principal
Financial Officer