UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
July 15, 2005
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Date of Report (Date of earliest event reported)
ESPEY MFG & ELECTRONICS CORP.
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(Exact name of registrant as specified in its charter)
New York 1-4383 14-1387171
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
233 Ballston Avenue, Saratoga Springs, New York 12866
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code): (518) 584-4100
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Item 1.01. Entry into a Definitive Material Agreement
See disclosure under Item 3.02 below.
Item 3.02. Unregistered Sales of Equity Securities.
On July 15, 2005 pursuant to a Stock Purchase Agreement dated as of such date,
Espey Mfg. & Electronics Corp. (the "Corporation") sold 150,000 shares of its
common stock, par value $0.33 1/3 per share, to the Trustees of The Espey Mfg. &
Electronics Corp. Employee Stock Ownership Plan and Trust (the "ESOP"). The ESOP
paid $28.90 per share, for an aggregate purchase price of $4,335,000. The ESOP
borrowed from the Corporation an amount equal to the purchase price. The loan
will be repaid in fifteen (15) equal annual installments of principal and the
unpaid balance will bear interest at a fixed rate of 6.25% per annum, the "prime
rate" as quoted in The Wall Street Journal on the date of closing.
The Board of Directors of the Corporation had approved a purchase price per
share equal to a 5% discount on the average trading price of the Corporation's
common stock on the American Stock Exchange on the date before closing, but in
no event greater than the fair market value as determined by an independent
valuation firm retained by the ESOP. The average trading price of the
Corporation's common stock on the American Stock Exchange on July 14, 2005 was
$30.72, which exceeded fair value, taking into account a restricted securities
discount, as determined by the valuation firm.
In making the sale, the Corporation relied on the exemption from registration
under Section 4(2) of the Securities Act of 1933, as amended, because the shares
sold were offered only to the ESOP.
After giving effect to the transaction the ESOP owns 380,120 shares of the
Corporation's 1,158,294 outstanding shares of common stock.
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.
ESPEY MFG. & ELECTRONICS CORP.
/s/ David A. O'Neil
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David A. O'Neil, Treasurer and Principal
Financial Officer
Dated: July 15, 2005