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<SEC-DOCUMENT>0000914317-09-001770.txt : 20090824
<SEC-HEADER>0000914317-09-001770.hdr.sgml : 20090824
<ACCEPTANCE-DATETIME>20090824145447
ACCESSION NUMBER:		0000914317-09-001770
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20090824
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20090824
DATE AS OF CHANGE:		20090824

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ESPEY MFG & ELECTRONICS CORP
		CENTRAL INDEX KEY:			0000033533
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRONIC COMPONENTS, NEC [3679]
		IRS NUMBER:				141387171
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-04383
		FILM NUMBER:		091031093

	BUSINESS ADDRESS:	
		STREET 1:		233 BALLSTON AVE
		STREET 2:		COR. CONGRESS & BALLSTON AVES.
		CITY:			SARATOGA SPRINGS
		STATE:			NY
		ZIP:			12866
		BUSINESS PHONE:		5185844100

	MAIL ADDRESS:	
		STREET 1:		233 BALLSTON AVE
		CITY:			SARATOGA SPRINGS
		STATE:			NY
		ZIP:			12866

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ESPEY MANUFACTURING & ELECTRONICS CORP
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k-102654_esp.txt
<DESCRIPTION>8-K
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K
                                 CURRENT REPORT
                                 --------------

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                                 Date of Report
                                 August 24, 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
- --------------------------------------------------------------------------------
          (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))

                                       1
<PAGE>


Item 2.02  Results of Operations and Financial Condition

On August 24,  2009,  Espey  Mfg. &  Electronics  Corp.  issued a press  release
announcing its financial results for the fiscal year ended June 30, 2009. A copy
of the  press  release  is  furnished  as  Exhibit  99.1  to  this  report.  The
information  in this  report  shall not be deemed  to be filed for  purposes  of
Section  18 of the  Securities  Exchange  Act of 1934  (the  Exchange  Act),  as
amended, or otherwise subject to the liability of that section, and shall not be
incorporated  by reference  into any  registration  statement or other  document
filed under the Securities Act of 1933, as amended,  or the Exchange Act, except
as shall be expressly set forth by specific reference in such filing.

Item 8.01  Other Events

A. On August 24, 2009,  Espey Mfg. &  Electronics  Corp.  issued a press release
announcing  that the  Company's  Board of Directors had declared a first quarter
cash  dividend of $0.225.  A copy of the press  release is  furnished as Exhibit
99.1 to this report.

B.  Additionally,  the Board of Directors of Espey Mfg. & Electronics Corp. (the
"Corporation")  has adopted a mandatory  retirement  and severance  plan for the
directors of the  Corporation.  Under the plan,  directors who have attained the
age of 76 are required to retire from the Board, provided that retirement may be
delayed until the end of the director's term.

Directors who have retired shall be eligible to become a "director emeritus" for
a maximum period of four (4) years. The actual term of a director emeritus shall
be  calculated on the basis of one quarter of a year for each year of service as
a Board member.  A director  emeritus will have no vote, but will be expected to
participate in meetings of the Board. If the director  emeritus  participates in
at least 75% of the  Board  meetings  during a  calendar  year,  in person or by
telephone, the director emeritus will be entitled to receive remuneration in the
amount of the base annual director fee at the time of his or her retirement.  In
addition,   a  director   emeritus  will  be  entitled  to  participate  in  the
Corporation's insurance programs offered to its employees.

An  individual  who  has  retired  as a  director  but  is an  employee  of  the
Corporation,  or is otherwise receiving  compensation from the Corporation under
another severance contract or program will not be eligible for payment.


Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits

(c)  Exhibits

Exhibit No.          Document
- -----------          ------------
99.1                 Press Release dated August 24, 2009


                                       2
<PAGE>












                                   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: August 24, 2009              ESPEY MFG. & ELECTRONICS CORP.


                                   By:  /s/ David A. O'Neil
                                        ----------------------------------------
                                        David A. O'Neil, Treasurer and Principal
                                        Financial Officer






                                       3


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>ex99-1.txt
<DESCRIPTION>EX-99.1
<TEXT>

                                     [LOGO]


FOR IMMEDIATE RELEASE
- ---------------------

Espey reports fourth quarter and year-end results and announces dividend...

Saratoga  Springs,  NY,  August 24, 2009- Espey Mfg. & Electronics  Corp.  (NYSE
Amex: ESP) announces results for its fiscal year and fourth quarter,  both ended
June 30, 2009. The fourth  quarter  results were record highs for any quarter in
Espey's 81-year history.

For the fourth quarter ended June 30, 2009,  net sales  increased by $2,095,270,
to $8.3  million,  compared  with last year's  fourth  quarter net sales of $6.2
million.  Net income for the fourth quarter ended June 30, 2009 was  $1,596,084,
$.76 per diluted share,  compared with net income of $933,995,  $.45 per diluted
share, for the corresponding period last year.

For the fiscal year ended June 30, 2009, the Company reported net sales of $27.2
million,  compared  with $25.7  million for the prior  fiscal  year.  Net income
decreased to $2,733,240, $1.29 per diluted share for the year, compared with net
income of $3,421,869,  $1.63 per diluted  share,  for the fiscal year ended June
30, 2008. At June 30, 2009, the sales order backlog  decreased to $39.1 million,
compared with last year's $44.8 million on June 30, 2008.

New sales orders for the year totaled $21.6 million.

Mr. Howard Pinsley,  CEO,  commented,  "We are very pleased with our increase in
sales over the prior year. While our net income  decreased,  it was attributable
to unanticipated  higher costs in several new programs,  which will be offset by
business we  anticipate  in fiscal year 2010 and  beyond,  through  sales of new
products and a more diverse customer base."

Furthermore,  the Espey Board of  Directors  has declared a cash  dividend.  The
regular first quarter dividend for the fiscal year ending June 30, 2010 is $.225
per  share.  The  dividend  will  be  payable  on  September  25,  2009,  to all
shareholders of record at September 4, 2009.

Espey's  primary  business  is  the  development,   design,  and  production  of
specialized military and industrial power supplies/transformers. The Company can
be found on the Internet at www.espey.com.  For further information, contact Mr.
                            -------------
David O'Neil or Howard Pinsley at (518) 245-4400.

This press  release may contain  certain  statements  that are  "forward-looking
statements"  and are made pursuant to the safe harbor  provisions of the Private
Securities  Litigation  Reform  Act of 1995.  These  forward-looking  statements
represent  the  Company's  current  expectations  or beliefs  concerning  future
events. The matters covered by these statements are subject to certain risks and
uncertainties  that could cause actual results to differ  materially  from those
set forth in the  forward-looking  statements.  The  Company  wishes to  caution
readers not to place  undue  reliance  on any such  forward-looking  statements,
which speak only as of the date made.


                                       4
<PAGE>

- --------------------------------------------------------------------------------
Espey Mfg. & Electronics  Corp.  comparative  unaudited  three-month and audited
twelve-month figures for the periods ended June 30, 2009 and 2008.

                                  Three Months               Twelve Months
                                2009         2008         2009         2008
- --------------------------------------------------------------------------------
Sales:                       $8,284,059   $6,188,789  $27,241,635  $25,701,739
Net Income:                   1,596,084      933,995    2,733,240    3,421,869
Income per share:
     Basic                          .76          .45         1.30         1.65
     Diluted                        .76          .45         1.29         1.63

Weighted average number of
Shares outstanding:
     Basic                    2,107,367    2,094,817    2,107,643    2,079,734
     Diluted                  2,109,089    2,111,869    2,113,798    2,103,836

- --------------------------------------------------------------------------------


                               ###################



                                       5
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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