Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission on August 2, 2013, as amended on December 30, 2013, December 19, 2014, June 15, 2015, July 5, 2016, July 15, 2016, and September 19, 2016 (as amended, the "
Schedule 13D
") filed by Privet Fund LP and Privet Fund Management LLC (collectively, "
Privet
"), Ryan Levenson ("
Levenson
"), James Henderson ("
Henderson
"), General Lance Lord ("
Lord
") and Ben Rosenzweig ("
Rosenzweig
" and collectively with Privet, Levenson, Henderson and Lord, the "
Reporting Persons
") with respect to the Common Stock, par value $1.00 per share (the "
Common Stock
") of Frequency Electronics, Inc., a Delaware corporation (the "
Company
"). Capitalized terms not otherwise defined herein are used as defined in the Schedule 13D.
EXPLANATORY NOTE
This amendment No. 7 to Schedule 13D is being filed solely for the purpose of adding conformed signatures that were inadvertently omitted from amendment No. 6 to Schedule 13D filed on September 19, 2016. This amendment is identical to amendment No. 6 except for the inclusion of conformed signatures.
The Reporting Persons hereby amend and supplement the Schedule 13D as follows:
Item 3. Source and Amount of Funds or other Consideration
The Reporting Persons hereby amend and supplement the Schedule 13D a follows:
Item 3 is hereby amended and restated in its entirety to read as follows:
The Reporting Persons may be deemed to constitute a group pursuant to Rule 13d-5(b) as a result of entering into a Joint Filing and Solicitation Agreement as previously described and filed as an exhibit to the Schedule 13D. If the Reporting Persons are deemed to have formed a group, the Reporting Persons could be deemed to beneficially own the shares collectively held by the group, which would be an aggregate 1,043,947 shares or 12% of the Common Stock of the Company; however, each of the Reporting Persons disclaims beneficial ownership of the shares held by other members of the group except as expressly set forth herein.
The aggregate purchase price of the 1,043,947 shares of Common Stock beneficially owned by the Reporting Persons is approximately $10,845,535.46, not including brokerage commissions, which was funded with partnership funds of Privet Fund LP and with assets under separately managed accounts with Privet Fund Management LLC. Privet Fund LP effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers' credit policies.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following:
On September 13, 2016, the Reporting Persons (except Henderson), entered into an agreement (the "
Settlement Agreement
") with the Company, which was filed as Exhibit 10.1 to the Company's Form 8-K filed with the Securities and Exchange Commission on September 19, 2016 and is incorporated herein by reference.
Pursuant to the Settlement Agreement, the Company agreed, following the resignation of General Joseph P. Franklin, to increase the size of its Board of Directors (the "
Board
") from seven to eight members and to appoint two directors, Levenson and Lord, to fill the resulting vacancies. Levenson and Lord were appointed to the Board on September 13, 2016, and each of their terms will expire at the Company's 2016
annual meeting of stockholders on November 1, 2016 (the "
2016 Annual Meeting
"). Subject to the terms of the Settlement Agreement, Levenson and Lord will be included in the Company's slate of director nominees for election at the 2016 Annual Meeting and, subject to certain
CUSIP No.
358010106
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Page 9 of 11
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SCHEDULE 13D
terms and conditions being fulfilled, at the Company's 2017 annual meeting of stockholders. Either Levenson or Lord will be appointed to the Board's Audit Committee and the other director will be appointed to the Board's Compensation Committee. Pursuant to the Settlement Agreement, the Reporting Persons agreed to a customary standstill that, among other things, prohibits the Reporting Persons from acquiring more than 14.9% of the Company's outstanding common stock.
In connection with the execution of the Settlement Agreement, the Reporting Persons terminated their pending proxy contest with respect to the election of directors at the 2016 Annual Meeting and agreed to take no further action in that regard during the Standstill Period (as defined in the Settlement Agreement).
The foregoing description of the terms of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such document.
Item 5. Interest in Securities of the Issuer.
Item 5(a) is hereby amended and restated in its entirety to read as follows:
(a
)
As of the date of this filing, the Reporting Persons beneficially own 1,043,947 shares of Common Stock, or approximately 12% of the outstanding Common Stock (calculated based on information included in the Form 10-Q filed by the Corporation for the calendar quarter ended July 31, 2016, which reported that 8,729,682 shares of Common Stock were outstanding as of September 9, 2016).
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
SCHEDULE 1
Shares Acquired or Sold by the Reporting Persons in the Last 60 Days or Since Their Most Recent Schedule 13D Filing:
Trade Date
|
Nature of Transaction
(Purchase/Sale)
|
Number of
Shares
|
Price Per Share(2)
|
7/21/2016
|
Purchase
|
18,792
|
$10.60 (3)
|
8/25/2016
|
Purchase
|
5,178
|
$10.87 (4)
|
8/26/2016
|
Purchase
|
14,516
|
$10.96 (5)
|
(1) Not including any brokerage fees.
(2) The price per share reported is a weighted average price. The Reporting Persons undertake to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, further information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (3), (4) and (5) to this Schedule 13D.
(3) These shares were purchased at prices ranging from $10.50-$10.60, inclusive.
(4) These shares were purchased at prices ranging from $10.59-$11.00, inclusive.
(5) These shares were purchased at prices ranging from $10.78-$11.00, inclusive.