UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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FREQUENCY ELECTRONICS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 11-1986657
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(State of Incorporation) (IRS Employer Identification No.)
55 Charles Lindbergh Blvd. 11553
Mitchel Field, NY ---------------------
----------------------------- (Zip Code)
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock, $1.00 par value Nasdaq Global Market
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If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. X box.
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Securities Act registration statement file number to which this
form relates: ___________
(If applicable)
Securities to be registered pursuant to Section 12(g) of the Act: NONE
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(Title of Class)
Explanatory Note
This registration statement on Form 8-A is being filed to change the exchange on
which the common stock, $1 par value, (the "Common Stock") of Frequency
Electronics, Inc., a Delaware corporation (the "Registrant") is to be
registered. The Registrant is transferring the listing of the Common Stock to
the Nasdaq Global Market ("Nasdaq") from the American Stock Exchange ("AMEX").
The Registrant anticipates that the listing of the Common Stock on AMEX will be
terminated following the close of trading on July 31, 2006, and that the listing
of the Common Stock on Nasdaq will begin at the opening of trading on Nasdaq on
August 1, 2006.
Item 1. Description of Registrant's Securities to be Registered.
A description of the Common Stock to be registered hereunder is contained in the
section entitled "Description of Capital Stock," in the Prospectus included in
the Registrant's Form S-1 Registration Statement, File No. 2-71727 filed with
the Securities and Exchange Commission on May 15, 1981, and is incorporated
herein by reference.
Item 2. Exhibits
The exhibits listed in the Index to Exhibits are filed as part of this
Registration Statement on Form 8-A.
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Signature
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
Frequency Electronics, Inc.
By: /s/ Alan Miller
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Alan Miller
Treasurer and Chief Financial Officer
Date: July 31, 2006
EXHIBIT INDEX
Exhibit No. Description of Exhibit
3.1 Copy of Certificate of Incorporation of the Registrant filed with the
Secretary of State of Delaware (incorporated by reference to Exhibit
3.1 to Form S-1, File No. 2-29609)
3.2 Amendment to Certificate of Incorporation of the Registrant filed with
the Secretary of State of Delaware on March 27, 1981 (incorporated by
reference to Exhibit 3.2 to Form S-1, File No. 2-71727)
3.3 Amendment to Certificate of Incorporation of the Registrant filed with
Secretary of State of Delaware on October 26, 1984 (incorporated by
reference to Exhibit 3.3 of the annual report of Registrant on Form
10-K, File No. 1-8061 for the year ended April 30, 1985.)
3.4 Amendment to Certificate of Incorporation of the Registrant filed with
the Secretary of State of Delaware on October 22, 1986 (incorporated
by reference to Exhibit 3.4 of the annual report of Registrant on Form
10-K, File No. 1-8061 for the year ended April 30, 1987.)
3.5 Amended and Restated Certificate of Incorporation of the Registrant
filed with the Secretary of State of Delaware on October 26, 1987
(incorporated by reference to Exhibit 3.5 of the annual report of
Registrant on Form 10-K, File No. 1-8061 for the year ended April 30,
1990.)
3.6 Amended Certificate of Incorporation of the Company filed with the
Secretary of State of Delaware on November 2, 1989 (incorporated by
reference to Exhibit 3.5 of the annual report of Registrant on Form
10-K, File No. 1-8061 for the year ended April 30, 1990.)
3.7 Copy of By-Laws of the Registrant, as amended to date (incorporated by
reference to Exhibit 3.7 of the annual report of Registrant on Form
10-K, File No. 1-8061 for the year ended April 30, 1981.)
4.1 Specimen of Common Stock certificate (incorporated by reference to
Exhibit 3.1 to Form S-1, File No. 2-29609)