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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
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Filed by the Registrant [x]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to ss.240.14a-12
ESPEY MFG. & ELECTRONICS CORP.
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(Name of Registrant as Specified in Its Charter)
N/A
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
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FOR IMMEDIATE RELEASE
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Espey Announces Notification by AMEX
of Review of Annual Meeting
Saratoga Springs, NY; January 21, 2004- Espey Mfg. & Electronics Corp.,
(AMEX:ESP), announced today that it has been notified that the American Stock
Exchange ("AMEX") is conducting a review of events related to Espey's 2003
Annual Meeting of Shareholders held on November 13, 2003 at the Hilton Garden
Inn in Saratoga Springs, New York.
At the meeting, the shareholders elected three Class A Directors - Mr. Howard
Pinsley, Mr. Alvin O. Sabo and Mr. Carl Helmetag. The shareholders also ratified
the appointment of KPMG, LLP as the independent public auditors of the Company
for the fiscal year ending June 30, 2004.
At the meeting, upon the advice of counsel who was present, a shareholder
proposal made at the meeting that had not been included in the Company's proxy
solicitation materials was acted upon. The proposal called for the removal,
without cause, of three members of Espey's Board of Directors, Messrs. Michael
W. Wool, Paul J. Corr and William P. Greene. The proposal was approved as to
Messrs. Wool and Corr and was not approved as to Mr. Greene by the shareholders
present at the meeting.
The AMEX inquiry does not pertain to the Company's business operations or
financial statements.
Espey also announced that pending a resolution of the AMEX inquiry, it has
postponed the Special Meeting of Shareholders, originally anticipated to occur
during January 2004, that was the subject of a preliminary proxy statement filed
with the Securities and Exchange Commission on December 12, 2003. The proxy
statement was not mailed to shareholders.
Espey has been afforded until January 29, 2004 to provide certain information
requested by AMEX in connection with its review. Upon the advice of counsel,
Espey has retained independent counsel, Emanuel R. Gold, Esq. and Gibbons, Del
Deo, Dolan, Griffinger & Vecchione, as co-special counsel in connection with the
AMEX review.
Espey's primary business is the development, design, and production of
specialized military and industrial power supplies/electronic equipment. The
Company's web site can be found on the Internet at www.espey.com.
For further information, contact Emanuel R. Gold, Esq. at (718) 897-7300 or
Barry Potoker at 518-245-4400.
Important Legal Information
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If Espey determines to hold a Special Meeting of Shareholders, Espey will file a
proxy statement with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders may obtain a free copy of the proxy
statement when it becomes available and other documents filed with, or furnished
to the SEC by Espey at the SEC's website at www.sec.gov. When it becomes
available, the proxy statement and other documents filed with the SEC by Espey
may also be obtained for free by directing a request to Espey at 233 Ballston
Avenue, Saratoga Springs, New York 12866 Telephone (518) 245-4400, Attention:
Corporate Secretary.
Cautionary Statement: Certain statements in this press release are
"forward-looking statements" and are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. These forward-looking
statements represent the Company's current expectations or beliefs concerning
future events. The matters covered by these statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from those set forth in the forward-looking statements. The Company wishes to
caution readers not to place undue reliance on any such forward-looking
statements, which speak only as of the date made.