Frequency Electronics Announces Agreement with Privet Fund and the Addition of Two New Board Members
14 9월 2016 - 6:07AM
Frequency Electronics, Inc. (NASDAQ:FEIM) announced that it has
reached an agreement with Privet Fund LP, Privet Fund Management
LLC and Ryan Levenson (collectively, the “
Privet
Group”). Frequency has expanded the size of the
Board from seven to eight directors and appointed Mr. Levenson and
General Lance Lord to fill the two vacancies on the Board.
Each of Mr. Levenson and General Lance W. Lord, USAF (ret) will
have a term that will expire at Frequency’s 2016 Annual Meeting and
will be included in Frequency’s slate of director nominees for
election at Frequency’s 2016 Annual Meeting. The Agreement
between Frequency and the Privet Group contains customary
standstill provisions. Subject to certain exceptions, if the
standstill period has not expired on the first day of the advanced
notice period for shareholders to nominate directors for election
at Frequency’s 2017 Annual Meeting, Frequency also will include Mr.
Levenson and General Lord in Frequency’s slate of director nominees
for election at Frequency’s 2017 Annual Meeting.
Mr. Bloch, Frequency’s President and CEO, said,
“We continue to engage in active dialogue with our shareholders and
greatly appreciate the support we have received. We look
forward to working with General Lord and Ryan as we execute our
strategic plan.”
Mr. Levenson said, “We are pleased to have found
a collaborative solution regarding the composition of the Board of
Frequency. General Lord and I look forward to working with our
fellow Frequency directors to help fully realize the potential of
Frequency and deliver lasting value for shareholders.”
The complete agreement with the Privet Group
will be filed on a Form 8-K with the Securities and Exchange
Commission.
As part of the foregoing arrangement, General
Joseph P. Franklin has resigned from the Board. We thank him
for his longtime service to the Company.
General Lance W. Lord, USAF
(ret)
General Lance Lord is currently the Chairman and
Chief Executive Officer of L2 Aerospace, an innovative company to
shape and influence the business competition in the dynamic and
emerging commercial, civil and defense aerospace markets.
General Lord is the former Commander of Air Force Space Command
(“AFSPC”) and CEO of ASTROTECH Space
Operations. While with AFSPC at Peterson Air Force Base in
Colorado, General Lord was responsible for the development,
acquisition and operation of Air Force space and missile weapon
systems. Overseeing a global network of satellite command and
control, communications, missile warning and launch facilities to
ensure the combat readiness of the U.S. intercontinental ballistic
missile force, he led more than 39,700 personnel who provided
combat capabilities to North American Aerospace Defense Command and
U.S. Strategic Command. General Lord was the recipient of several
prestigious military decorations throughout his 37-year military
career – including the Distinguished Service Medal, Legion of Merit
and the Defense Meritorious Service Medal. General Lord retired
from the Air Force in 2006. General Lord is a member of the
Board of Directors of Aerojet Rocketdyne Holdings (NYSE:AJRD),
Sletten Construction Companies and Marotta Controls
Corporation. General Lord is a Senior Associate of the Four
Star Group; a senior advisor to US Global HF Net, LLC, a member of
the Iridium Corporation's Government Advisory Board; a member of
the board of advisors for the Challenger Learning Center in
Colorado Springs, Colorado; a Trustee of the Falcon Foundation,
Chairman of the Board of Advisors of USO Colorado Springs and
President of the Association of Air Force Missileers. General
Lord served as a member of the President's Space-Based Position,
Navigation and Timing Advisory Board from 2011 to 2013.
Ryan Levenson
Ryan Levenson is currently Principal and
Portfolio Manager of Privet Fund Management LLC. Mr. Levenson
currently serves as a director of Cicero, Inc. (OTC:CICN).
Previously, Mr. Levenson served as a director of RELM Wireless,
Inc., where he served as a member of the Audit Committee, and as a
director and member of the Compensation, Organization and Corporate
Governance Committee of Material Sciences Corp. from May 2013 until
its sale in March 2014. Mr. Levenson also served as a member of the
Board of Directors and Compensation and Audit Committees of The
Middleby Corporation from May 2006 until November 2012. Prior to
founding Privet Fund Management LLC in February 2007, Mr. Levenson
served as Vice President of Business Development at MSI, a
privately held building products distributor and construction
services company, from 2003 until 2006. Prior to his service with
MSI, Mr. Levenson served as a financial analyst for Cramer
Rosenthal McGlynn's long/short equity hedge fund after working at
SAC Capital Advisors LLC in a similar capacity. Mr. Levenson
graduated from Vanderbilt University with a degree in art
history.
About Frequency Electronics
Frequency Electronics, Inc. is a world leader in
the design, development and manufacture of high precision timing,
frequency control and synchronization products for space and
terrestrial applications. Frequency’s products are used in
satellite payloads and in other commercial, government and military
systems including C4ISR markets, missiles, UAVs, aircraft, GPS,
secure radios, energy exploration and wireline and wireless
communication networks. Frequency has received over 100
awards of excellence for achievements in providing high performance
electronic assemblies for over 150 space and DOD programs.
The Company invests significant resources in research and
development and strategic acquisitions world-wide to expand its
capabilities and markets.
Frequency’s Mission Statement: “Our mission is
to provide precision time and low phase noise frequency generation
systems from 1 Hz to 46 GHz, for space and other challenging
environments.”
Subsidiaries and Affiliates: Gillam-FEI provides
expertise in network synchronization and monitoring; FEI-Zyfer
provides GPS and secure timing ("SAASM") capabilities for critical
military and commercial applications; FEI-Asia provides cost
effective manufacturing capabilities; FEI-Elcom Tech provides added
resources for state-of-the-art RF microwave products.
Frequency's Morion affiliate supplies high-quality, cost
effective quartz oscillators and components. Additional
information is available on the Company’s website:
www.frequencyelectronics.com
Safe Harbor
Statement under the Private Securities Litigation Reform
Act of 1995:
The Statements in this press release regarding
the future constitute "forward-looking" statements pursuant to the
safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. Forward-looking statements inherently involve
risks and uncertainties that could cause actual results to differ
materially from the forward-looking statements. Factors that
would cause or contribute to such differences include, but are not
limited to, inability to integrate operations and personnel,
actions by significant customers or competitors, general domestic
and international economic conditions, consumer spending trends,
reliance on key customers, continued acceptance of the Company's
products in the marketplace, competitive factors, new products and
technological changes, product prices and raw material costs,
dependence upon third-party vendors, competitive developments,
changes in manufacturing and transportation costs, the availability
of capital, and other risks detailed in the Company's periodic
report filings with the Securities and Exchange Commission.
By making these forward-looking statements, the Company undertakes
no obligation to update these statements for revisions or changes
after the date of this release.
Contact information: Martin B. Bloch, President and CEO
Telephone: (516) 794-4500
WEBSITE: www.frequencyelectronics.com
Frequency Electronics (NASDAQ:FEIM)
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