Filing Details

Accession Number:
0000919574-18-002882
Form Type:
13D Filing
Publication Date:
2018-04-09 08:46:05
Filed By:
Edenbrook Capital, Llc
Company:
Frequency Electronics Inc (NASDAQ:FEIM)
Filing Date:
2018-04-09
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Edenbrook Capital 0 1,414,605 0 1,414,605 1,414,605 16.2%
Edenbrook Long Only Value Fund 0 1,143,101 0 1,143,101 1,143,101 13.1%
Jonathan Brolin 0 1,414,605 0 1,414,605 16.2%
Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13D

THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 8)*

 

 

Frequency Electronics, Inc.
(Name of Issuer)

 

 

Common Stock, par value $1.00
(Title of Class of Securities)

 

 

358010106
(CUSIP Number)

 

Jonathan Brolin

2 Depot Plaza

Bedford Hills

New York 10507

(914) 239-3117

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

 

April 5, 2018
(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [  ].
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.
   
*   The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 358010106    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Edenbrook Capital, LLC  

 

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a)  [_]
    (b)  [_]

 

3. SEC USE ONLY  
     
     

 

4. SOURCE OF FUNDS  
     
  AF  

 

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
     
     

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  New York  

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     

 

7. SOLE VOTING POWER  
     
  0  

 

8. SHARED VOTING POWER  
     
  1,414,605  

 

9. SOLE DISPOSITIVE POWER
     
  0  

 

10. SHARED DISPOSITIVE POWER [_]
     
  1,414,605  

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING  
  PERSON  
     
  1,414,605  

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES  
  CERTAIN SHARES*  
     

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  16.2%  

 

14. TYPE OF REPORTING PERSON  
     
  IA, OO  
     

 

 

 

CUSIP No. 358010106    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Edenbrook Long Only Value Fund, LP  

 

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a)  [_]
    (b)  [_]

 

3. SEC USE ONLY  
     
     

 

4. SOURCE OF FUNDS  
     
  AF  

 

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
     
     

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  Delaware  

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     

 

7. SOLE VOTING POWER  
     
  0  

 

8. SHARED VOTING POWER  
     
  1,143,101  

 

9. SOLE DISPOSITIVE POWER
     
  0  

 

10. SHARED DISPOSITIVE POWER [_]
     
  1,143,101  

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING  
  PERSON  
     
  1,143,101  

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES  
  CERTAIN SHARES*  
     

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  13.1%  

 

14. TYPE OF REPORTING PERSON  
     
  PN  
     

 

 

 

CUSIP No. 358010106    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Jonathan Brolin  

 

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a)  [_]
    (b)  [_]

 

3. SEC USE ONLY  
     
     

 

4. SOURCE OF FUNDS  
     
  AF  

 

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
     
     

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  United States  

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     

 

7. SOLE VOTING POWER  
     
  0  

 

8. SHARED VOTING POWER  
     
  1,414,605  

 

9. SOLE DISPOSITIVE POWER
     
  0  

 

10. SHARES DISPOSITIVE POWER [_]
     
  1,414,605  

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING  
  PERSON  
     
  1,414,605  

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES  
  CERTAIN SHARES*  
     

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  16.2%  

 

14. TYPE OF REPORTING PERSON  
     
  IN  
     

 

 

 

CUSIP No. 358010106    
     

 

Item 1. Security and Issuer.  

 

  This statement on Schedule 13D (the "Schedule 13D") relates to the Common Stock, par value $1.00 (the "Common Stock"), of Frequency Electronics, Inc. (the "Issuer"). The address of the principal executive offices of the Issuer is 55 Charles Lindbergh Blvd., Mitchel Field, New York, 11553.  
     
     

 

Item 2. Identity and Background.  
     
  (a)-(c)

This Schedule 13D is being filed jointly by (i) Edenbrook Capital, LLC ("Edenbrook"), a New York limited liability company, as the investment manager to certain private investment funds, with respect to Common Stock owned by such private investment funds, (ii) Edenbrook Long Only Value Fund, LP (the "Fund"), a Delaware limited partnership, with respect to Common Stock owned by such private investment fund and (iii) Jonathan Brolin ("Mr. Brolin"), a United States citizen and the principal of Edenbrook with respect to the Common Stock owned by such private investment funds (collectively, the "Reporting Persons").

 

Mr. Brolin's present principal occupation or employment is acting as a private investor. The principal business address of Mr. Brolin, Edenbrook and the Fund is 2 Depot Plaza, Bedford Hills, New York 10507. Mr. Brolin is the Managing Member of Edenbrook and, as such, is in the position to determine the investment and voting decisions made by Edenbrook.

 
       
  (d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).  
       
  (e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.  

 

Item 3. Source and Amount of Funds or Other Consideration.  

 

  The net investment costs (including commissions, if any) of the Common Stock directly owned by the private investment funds advised by Edenbrook is approximately $13,345,417.  The Common Stock was purchased with the investment capital of the private investment funds advised by Edenbrook.    

 

 

 

Item 4. Purpose of Transaction.
   
 

No material changes have been made to the Reporting Persons' Item 4 disclosure in the 13D/A previously filed on November 22, 2017 (Amendment No. 7).

 

Other than the above, the Reporting Persons have no plan or proposal which relates to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D.

 

The Reporting Persons reserve the right to effect transactions that would change the number of shares they may be deemed to beneficially own.

 
     

 

Item 5. Interest in Securities of the Issuer.  
     
  (a)-(c)

As of the date hereof, (i) Edenbrook and Mr. Brolin may be deemed to be the beneficial owners of 1,414,605 shares of Common Stock, constituting 16.2% of the shares of Common Stock, based upon 8,729,682 shares of Common Stock outstanding as of March 12, 2018, as set forth in the Form 10-Q filed by the Issuer on March 19, 2018 and (ii) the Fund may be deemed to be the beneficial owner of 1,143,101 shares of Common Stock, constituting 13.1% of the shares of Common Stock, based upon 8,729,682 shares of Common Stock outstanding as of March 12, 2018, as set forth in the Form 10-Q filed by the Issuer on March 19, 2018.

 

Edenbrook has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 1,414,605 shares of Common Stock; has the sole power to dispose or direct the disposition of 0 shares of Common Stock; and has the shared power to dispose or direct the disposition of 1,414,605 shares of Common Stock.

 

The Fund has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 1,143,101 shares of Common Stock; has the sole power to dispose or direct the disposition of 0 shares of Common Stock; and has the shared power to dispose or direct the disposition of 1,143,101 shares of Common Stock.

 

Mr. Brolin has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 1,414,605 shares of Common Stock; has the sole power to dispose or direct the disposition of 0 shares of Common Stock; and has the shared power to dispose or direct the disposition of 1,414,605 shares of Common Stock.

 

The transactions by the Reporting Persons in the securities of the Issuer during the past sixty days are set forth in Exhibit B. All such transactions were carried out in open market transactions.

 

The Reporting Persons specifically disclaim beneficial ownership in the shares of Common Stock reported herein except to the extent of their pecuniary interest therein.

 
       

 

 

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect  
  to Securities of the Issuer.  
     
  This Item is not applicable.  

 


Item 7.
Material to be Filed as Exhibits.  

 

 

Exhibit A: Joint Filing Agreement

Exhibit B: Schedule of Transactions in Common Stock

 
     
     

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

  April 9, 2018
  (Date)
   
   
  Edenbrook Capital, LLC
   
  By: /s/ Jonathan Brolin
    Jonathan Brolin, Managing Member
     
     
  Edenbrook Long Only Value Fund, LP
     
  By: /s/ Jonathan Brolin
    Managing Member of Edenbrook Capital Partners, LLC
     
    /s/ Jonathan Brolin
    Jonathan Brolin

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

 

 

Exhibit A

 

AGREEMENT

 

The undersigned agree that this Amendment to Schedule 13D, dated April 9, 2018, relating to the Common Stock, par value $1.00 of Frequency Electronics, Inc. shall be filed on behalf of the undersigned.

 

  April 9, 2018
  (Date)
   
   
  Edenbrook Capital, LLC
   
  By: /s/ Jonathan Brolin
    Jonathan Brolin, Managing Member
     
     
  Edenbrook Long Only Value Fund, LP
     
  By: /s/ Jonathan Brolin
    Managing Member of Edenbrook Capital Partners, LLC
     
    /s/ Jonathan Brolin
    Jonathan Brolin

 

 

Exhibit B

 

 

Schedule of Transactions in Shares by Private Funds Advised by Edenbrook

 

Transaction Date

Title of Class

Number of Shares Purchased

Number of Shares Sold

Price per Share

4/5/2018 Common Stock 100,000   9.00
4/6/2018 Common Stock 50,000   9.00