UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
October 1, 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 File (IRS Employer
Incorporation) 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))
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This Amendment No. 1 amends the Current Report on Form 8-K filed on October 6,
2009 to supplement the disclosure included under Item 4.01 thereof.
Item 4.01 Changes in Registrant's Certifying Accountant
On October 1, 2009, Espey Mfg. & Electronics Corp. ("the Company") received
notice that its current auditors, Rotenberg and Co. LLP, had resigned in
connection with their merger with EFP Group. The Company has engaged the new
firm resulting from the merger, EFP Rotenberg, LLP, to continue as the Company's
independent registered public accounting firm. All of the partners and employees
of Rotenberg and Co. LLP and EFP Group have joined the new firm, EFP Rotenberg,
LLP.
The reports of Rotenberg and Co. LLP as of and for the years ended June 30, 2009
and 2008 and the subsequent interim period preceding the resignation of
Rotenberg and Co. LLP did not contain an adverse opinion or disclaimer of
opinion, or were qualified or modified as to uncertainty, audit scope, or
accounting principles. During the Company's two most recent fiscal years and the
subsequent interim period preceding the resignation of Rotenberg and Co. LLP,
there were no disagreements with Rotenberg and Co. LLP on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
Rotenberg would have caused it to make reference to such disagreement in its
reports.
On October 13, 2009, with the approval of the Audit Committee of the Company's
Board of Directors, EFP Rotenberg, LLP was engaged as the Company's independent
registered public accountant effective concurrent with the merger. Prior to such
engagement, during the two most recent fiscal years, the Company has not
consulted with EFP Rotenberg, LLP on any matter.
The Company provided Rotenberg and Co. LLP with a copy of this Current Report on
Form 8-K/A prior to its filing with the Securities and Exchange Commission
("SEC") and requested that Rotenberg and Co. LLP furnish the Company with a
letter addressed to the SEC stating whether it agrees with the above statements
and, if it does not agree, the respects in which it does not agree, a copy of
which is filed as Exhibit 16.1 herewith.
Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit No. Document
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16.1 Letter from Rotenberg & Co. LLP to the U.S. Securities and
Exchange Commission
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: October 15, 2009 ESPEY MFG. & ELECTRONICS CORP.
By: /s/ David A. O'Neil
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David A. O'Neil, Treasurer and Principal
Financial Officer
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