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601369/2020 (N.Y.
−Removed: Bloch seeks compensatory damages and costs and attorney’s fees, among other things, based on allegations that he was wrongfully terminated “for cause” pursuant to his employment agreement, dated March 17, 2008, and that the Company and the Director Defendants discriminated against him based on his age.
+Added: Bloch sought compensatory damages and costs and attorney’s fees, among other things, based on allegations that he was wrongfully terminated “for cause” pursuant to his employment agreement, dated March 17, 2008, and that the Company and the Director Defendants discriminated against him based on his age.
Bloch had originally also sought a declaratory judgment and claims for damage to his reputation and a derivative claim on behalf of the Company alleging that the Director Defendants breached their fiduciary duty in rendering their decision to terminate Mr.
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Bloch filed a motion for summary judgment on June 23, 2020, which the Company and the Director Defendants opposed on July 10, 2020.
−Removed: Bloch’s motion seeks an order that the Company is liable for breach of his employment agreement because he purportedly resigned from the Company before he was terminated.
+Added: Bloch’s motion sought an order that the Company was liable for breach of his employment agreement because he purportedly resigned from the Company before he was terminated.
On July 10, 2020, the Company and the Director Defendants opposed Mr.
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Bloch filed its responsive brief on November 20, 2020.
−Removed: The appeal is currently pending.
−Removed: The Company believes that the Board was justified in its decision to terminate Mr.
−Removed: Bloch “for cause” and that Mr.
−Removed: Bloch’s single surviving claim is entirely without merit.
−Removed: The Company intends to vigorously defend against all of Mr.
−Removed: Bloch’s allegations.
−Removed: At this time, the Company does not have sufficient information to determine whether liability, if any, arising out of these matters is probable or the possible loss, if any, which could result from an unfavorable outcome arising out of these matters.
In addition, Mr.
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Frequency Electronics, Inc., the Compensation Committee of the Board of Directors of Frequency Electronics, Inc., and the Deferred Compensation Plan Agreement Dated March 7, 2008 ).
−Removed: One arbitration is brought under a deferred compensation agreement dated March 27, 1980 and the other under a second amended and restated deferred compensation agreement, dated March 7, 2008.
+Added: One arbitration was brought under a deferred compensation agreement dated March 27, 1980 and the other under a second amended and restated deferred compensation agreement, dated March 7, 2008.
Bloch submitted his Statements of Claim in both arbitrations on May 4, 2020.
In both proceedings, Mr.
−Removed: Bloch claims that defendants violated ERISA rules by denying him deferred compensation benefits.
−Removed: He seeks an award for allegedly past due deferred compensation benefits plus interest, clarification as to his future rights to deferred compensation benefits, and attorneys’ fees and costs.
+Added: Bloch claimed that defendants violated ERISA rules by denying him deferred compensation benefits.
+Added: He sought an award for allegedly past due deferred compensation benefits plus interest, clarification as to his future rights to deferred compensation benefits, and attorneys’ fees and costs.
On June 2, 2020, the Company filed a petition for a stay of arbitration and related declaratory relief against Mr.
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filed June 2, 2020)).
−Removed: The Company claims that Mr.
−Removed: Bloch may not arbitrate his claims for deferred compensation because he did not timely appeal the Company’s denial of those claims, and because he failed to comply with the arbitration procedures in the applicable deferred compensation agreement.
+Added: The Company claimed that Mr.
+Added: Bloch could not arbitrate his claims for deferred compensation because he did not timely appeal the Company’s denial of those claims, and because he failed to comply with the arbitration procedures in the applicable deferred compensation agreement.
Bloch filed a motion on June 16, 2020 seeking a change of venue to the County of Nassau, which the Company opposed on July 7, 2020.
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611405/2020).
−Removed: In its order dated February 10, 2021 and entered on February 16, 2021, the Company filed a Notice of Appeal of that order.
−Removed: The Company intends to perfect its appeal in the coming months.
−Removed: At this time, the Company does not have sufficient information to determine the likelihood of success of this appeal.
+Added: In its order dated February 10, 2021 and entered on February 16, 2021, Court denied the Company’s petition for a stay of arbitration and ordered the parties to proceed to arbitration.
+Added: On February 16, 2021, the Company filed a Notice of Appeal of that order.
On June 5, 2020, Mr.
−Removed: Bloch filed a petition against the Company, the Compensation Committee of the Company’s Board of Directors, and the Deferred Compensation Plan Agreement Dated March 7, 2008, as amended (“Respondents”), for the appointment of an arbitrator in one of the arbitration proceedings that Mr.
+Added: Bloch filed a petition against the Company, the Compensation Committee of the Company’s Board, and the Deferred Compensation Plan Agreement Dated March 7, 2008, as amended (“Respondents”), for the appointment of an arbitrator in one of the arbitration proceedings that Mr.
Bloch sought to initiate.
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On June 22, 2020, Respondents moved to dismiss Mr.
−Removed: Bloch’s petition, and he opposed the Company’s motion on July 2, 2020.
+Added: Bloch’s petition, and he opposed the motion on July 2, 2020.
In its orders dated February 10, 2021 and entered on February 16, 2021, the Court granted Mr.
−Removed: Bloch’s petition for the appointment of an arbitrator, denied the Company’s motion to dismiss that petition, and denied a motion previously filed the Company for an interim stay of arbitration.
+Added: Bloch’s petition for the appointment of an arbitrator, denied the Company’s motion to dismiss that petition, and denied a motion previously filed by the Company for an interim stay of arbitration.
On February 16, 2021, the Company filed a Notice of Appeal of those orders.
−Removed: The Company intends to perfect its appeal in the coming months.
−Removed: Respondents dispute all of Bloch’s claims and intend to continue to vigorously defend the Company in the appeal process.
−Removed: The likelihood of any outcome of this appeal cannot be determined at this time.
+Added: The arbitration panel in the arbitrations initiated by Mr.
+Added: Bloch was constituted in March 2021.
+Added: The same panel serves in both arbitrations.
+Added: On May 6, 2021, Respondents submitted a motion to dismiss the arbitrations on the grounds that Mr.
+Added: Bloch’s claims are not arbitrable.
+Added: On August 25, 2021, the Company settled the aforementioned disputes with Mr.
+Added: Under the Agreement on Material Terms of Settlement (the “Settlement Terms”), dated August 25, 2021, between and among the Company, the Director Defendants, and the Compensation Committee, in its capacity as administrator under the deferred compensation agreements, and Mr.
+Added: Bloch and certain members of Mr.
+Added: Bloch’s family, in full and complete settlement of all claims asserted and all sums sought by Mr.
+Added: Bloch in the litigation and arbitration proceedings, the Company has agreed to pay Mr.
+Added: Bloch $6 million on or before September 24, 2021.
+Added: Prior to the termination of Mr.
+Added: Bloch’s employment and commencement of the litigation and arbitration proceedings, the Company had been regularly accruing amounts pertaining to Mr.
+Added: Bloch’s post-employment deferred compensation retirement benefits.
+Added: As of July 31, 2021, the Company had accrued $6 million for deferred compensation and contingent liability in connection with the settlement with Mr.
+Added: The settlement resulted in a net expense of $650,000 to the Company and will eliminate further legal expenses with respect to the dispute between Mr.
+Added: Bloch and the Company.
+Added: This net expense for financial statement purposes has been recognized in selling and administrative expenses on the Condensed Consolidated Statements of Operations for the three months ended July 31, 2021.
+Added: Additionally, the Settlement Terms include general releases between and among parties to the agreement.
+Added: As reflected in the Settlement Terms, the settlement is not an admission of any wrongdoing by the Company.
+Added: The Settlement Terms are binding on the parties thereto, although it is the parties’ intention to enter into a more formal written settlement agreement.
Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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The following materials from the Frequency Electronics, Inc.
−Removed: Quarterly Report on Form 10-Q for the quarter ended January 31, 2021 formatted in eXtensible Business Reporting Language (XBRL):
−Removed: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Loss, (iii) Condensed Consolidated Statements of Cash Flows, (iv) Condensed Consolidated Statements of Changes in Stockholders’ Equity and (v) Notes to Condensed Consolidated Financial Statements.
+Added: Quarterly Report on Form 10-Q for the quarter ended July 31, 2021 formatted in eXtensible Business Reporting Language (XBRL):
+Added: (i) Cover Page, (ii) Condensed Consolidated Balance Sheets, (iii) Condensed Consolidated Statements of Operations and Comprehensive Loss, (iv) Condensed Consolidated Statements of Cash Flows, (v) Condensed Consolidated Statements of Changes in Stockholders’ Equity and (vi) Notes to Condensed Consolidated Financial Statements.
+Added: The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within Inline XBRL document.
+Added: Cover Page Interaction Data File (formatted as inline XBRL and contained in Exhibit 101).
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 thereunto duly authorized.
FREQUENCY ELECTRONICS, INC.
−Removed: March 12, 2021
+Added: September 14, 2021 By:
/s/ Steven L.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.