================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
-------------------------------------
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
-------------------------------------
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
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to ss.240.14a-12
ESPEY MFG. & ELECTRONICS CORP.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
N/A
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was determined):
--------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
5) Total fee paid:
--------------------------------------------------------------------------------
[_] 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 fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount previously paid:
--------------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------------------
3) Filing Party: Registrant
--------------------------------------------------------------------------------
4) Date Filed: November 9, 2004
--------------------------------------------------------------------------------
================================================================================
On November 9, 2004, Espey Mfg. & Electronics Corp. (the "Company") issued a
press release, a copy of which is filed herewith and incorporated herein by
reference, regarding the death of William Greene. Mr. Greene, 74, was a member
of the board of directors since 1992 and had been nominated for re-election at
the upcoming Annual Meeting of Shareholders scheduled for November 12, 2004.
In due course after the Annual Meeting, the Company's Nominating Committee will
consider recommending the nomination of a candidate to fill this newly created
vacancy on the board of directors.
FOR IMMEDIATE RELEASE
---------------------
Espey reports the Death of a Director
Saratoga Springs, NY; November 9, 2004- Espey Mfg. & Electronics Corp.
(AMEX:ESP). The Company is saddened to report the recent passing of one of its
board members and former Vice-President of Operations Mr. William P.
Greene. Mr. Greene, 74, was a member of the board of directors since 1992 and
had been nominated for re-election at the upcoming Annual Meeting of
Shareholders on November 12, 2004 and Mr. Howard
Pinsley, President & CEO of the Company, will be dedicating this years Meeting
in memory of Mr. Greene.
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 Mr. Howard Pinsley or Mr. David O'Neil at (518)
245-4400.
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.