Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
report (Date of earliest event reported): August 1, 2008
Frequency
Electronics, Inc.
|
(Exact
Name of Registrant as Specified in Its
Charter)
|
Delaware
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1-8061
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11-1986657
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(State
or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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55
Charles Lindbergh Blvd., Mitchel Field, New
York
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|
11553
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(Address
of Principal Executive
Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (516)
794-4500
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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 (see
General
Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
4.01. Changes in Registrant’s Certifying Accountant
On
August
1, 2008, the Audit Committee of Frequency Electronics, Inc. (the “Company”)
approved the dismissal of Holtz Rubenstein Reminick LLP (“HRR”) as the Company’s
independent auditors. On August 4, 2008, the Company notified HRR of its
dismissal as the Company’s independent auditors. On August 1, 2008, the
Company’s Audit Committee engaged Eisner LLP (“Eisner”) as the Company’s
independent auditors for the fiscal year ending April 30, 2009.
The
reports of HRR on the Company's financial statements for the years ended April
30, 2008 and 2007 did not contain an adverse opinion or a disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope or accounting
principles.
In
connection with the audits of the Company's financial statements for the years
ended April 30, 2008 and 2007 and the subsequent interim period through August
1, 2008, there have been no disagreements with HRR 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 HRR,
would have caused HRR to make reference thereto in its reports on the Company's
financial statements for such years.
No
reportable event of the type described in Item 304(a)(1)(v) of Regulation S-K
occurred during the years ended April 30, 2008 and 2007 and the subsequent
interim period through August 1, 2008.
In
accordance with Item 304(a)(3) of Regulation S-K, the Company provided HRR
with
a copy of this Form 8-K prior to its filing with the Securities and Exchange
Commission. The Company has received a letter from HRR addressed to the
Securities and Exchange Commission indicating that it agrees with the above
statements. A copy of that letter, dated as of August 5, 2008, is attached
hereto as Exhibit 16.
During
the Company’s two fiscal years ended April 30, 2008 and 2007 and the subsequent
interim period through August 1, 2008, the Company has not consulted with
Eisner
regarding
the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered
on
the Company's consolidated financial statements, or any matter that was either
the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation
S-K and the related instructions) or reportable event (within the meaning of
Item 304(a)(1)(v) of Regulation S-K).
A
copy of
the press release announcing this change in auditors is attached hereto as
Exhibit 99.1.
Item 9.01
(c). |
Exhibits. |
|
|
16
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Letter
from Holtz Rubenstein Reminick, LLP to the Securities and Exchange
Commission, dated as of August 5, 2008, acknowledging its agreement
with
the statements made in this Current Report on Form 8-K.
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99.1
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Press
Release of Frequency Electronics, Inc., dated August 5,
2008.
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Signature
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.
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Frequency
Electronics,
Inc. |
|
|
Date: August
5, 2008
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|
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|
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/s/
Alan
Miller
Name:
Alan Miller
Title:
Treasurer and Chief Financial Officer
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EXHIBIT
INDEX
Exhibit
No.
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Description
|
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Paper
(P) or
Electronic
(E)
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|
|
|
|
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16
|
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Letter
from Holtz Rubenstein Reminick, LLP to the Securities and Exchange
Commission, dated as of August 5, 2008, acknowledging its agreement
with
the statements made in this Current Report on Form 8-K.
|
|
E
|
99.1
|
|
Press
Release of Frequency Electronics, Inc., dated August 5,
2008.
|
|
E
|