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| EX-99.1 - PRESS RELEASE - DEWEY ELECTRONICS CORP | dewy_ex991.htm |
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 (Date of earliest event reported): May 8,
2017
THE DEWEY ELECTRONICS CORPORATION
(Exact
Name of Registrant as Specified in Charter)
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NEW YORK
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0-2892
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13-1803974
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(State of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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27 Muller Road
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Oakland, New Jersey
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07436
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (201)
337-4700
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Not Applicable
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(Former name or former address, if changed since last
report)
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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
☐
Soliciting material
pursuant to Rule 14a–12 under the Exchange Act
☐
Pre-commencement
communications pursuant to Rule 14d–2(b) under the Exchange
Act
☐
Pre-commencement
communications pursuant to Rule 13e–4(c) under the Exchange
Act
ITEM 5.03.
DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS
Effective
May 8. 2017, James Link resigned from the Board of Directors of The
Dewey Electronics Corporation (the “Company”) and Evan
Wax was elected to the Board. In April of 2011, Mr. Wax founded and
since then has been the portfolio manager of Wax Asset Management,
an investment firm. Wax Asset Management is a long-term shareholder
in Dewey Electronics and holds a beneficial ownership stake of 18%
of the Company. Mr. Wax graduated from Yale University, from which
he received a B.A. in Economics.
There
are no related party transactions between the Company and Mr. Wax
that would require disclosure under Item 404(a) of Regulation S-K,
or arrangements or understandings in connection with Mr. Wax's
election to the Board. No determinations have been made as to the
service by Mr. Wax on committees of the Board.
ITEM
8.01.
OTHER
EVENTS
On May
12, 2017, the Company filed a Form 15 with the Securities and
Exchange Commission to voluntarily deregister its common stock
under Section 12(g) of the Securities Exchange Act of 1934, as
amended. The Company is eligible to deregister its common stock by
filing a Form 15 under Section 12(g) of the Exchange Act
because the Company has fewer than 300 holders of record. The
Company’s obligation to file periodic reports, such as Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K, under Section 13(a) of the Exchange Act
were suspended upon filing the Form 15. The deregistration under
Section 12(g) of the Exchange Act is expected to be effective
90 days after filing the Form 15 at which time the Company’s
other filing requirements under Section 13(a) of the Exchange
Act will terminate.
The
decision of the Company’s Board of Directors to deregister
its common stock was based on the consideration of numerous
factors, including the substantial cost savings to the Company as a
result of the elimination of SEC reporting requirements, including
the costs relating to preparing and filing periodic reports and
other SEC documents, legal and accounting costs, compliance costs
and other public reporting company-related.
ITEM
9.01.
FINANCIAL
STATEMENTS AND EXHIBITS.
(d)
Exhibits
Number
Exhibit
Press release dated
May 12, 2017.
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.
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THE DEWEY
ELECTRONICS CORPORATION
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Date: May 12,
2017
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By:
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/s/
John H.
D. Dewey
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John H. D.
Dewey
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President and Chief
Executive Officer
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