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) December 29, 2004
THE DEWEY ELECTRONICS CORPORATION.
(Exact name of registrant as specified in its charter)
New York
(State or other
jurisdiction of
incorporation)
0-2892
(Commission File
Number)
13-1803974
(I.R.S. Employer
Identification Number)
27 Muller Road
Oakland, New Jersey
(address of principal executive
offices)
07436
(Zip Code)
Registrant's telephone number, including area code: (201) 337-4700
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
X 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 1.01. Entry into a Material Definitive Agreement
On December 29, 2004, The Dewey Electronics Corporation (the
"Company") agreed to sell approximately 68 acres of undeveloped and
unused land it owns in Bergen County, New Jersey to K. Hovnanian North
Jersey Acquisitions, L.L.C. (the "Buyer"). The property, created
during the construction of Route 287 by the New Jersey Department of
Transportation, is adjacent to the Company's executive offices and
manufacturing operations and an interchange of Route 287. The Buyer
is a wholly-owned subsidiary of Hovnanian Enterprises, Inc., a large
residential real estate developer and homebuilder with projects in New
Jersey and other parts of the United States. The Company's press
release announcing the land sale agreement is attached as Exhibit 99.1
and is incorporated by reference herein.
Item 8.01. Other Events
The Company expects to hold its next annual meeting on or about March
8, 2005, which is more than 30 days after the anniversary of the date
of the Company's last annual meeting (held on December 3, 2003).
Item 9.01. Exhibits
99.1 Press Release of the Company dated December 29, 2004.
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.
THE DEWEY ELECTRONICS CORPORATION
Date: December 29, 2004
/s/ Thom A. Velto
Thom A. Velto, Treasurer
Principal Accounting Officer
INDEX TO EXHIBITS
Exhibit Number Description
99.1 Press Release of The Dewey Electronics
Corporation, dated December 29, 2004
Exhibit 99.1
The Dewey Electronics Corporation Enters Into Land Sale Agreement with
K. Hovnanian North Jersey Acquisitions, L.L.C.
Oakland, NJ - December 29, 3004 - The Dewey Electronics Corporation
(OTC: DWY OB) announced today that it has agreed to sell approximately
68 acres of undeveloped and unused land it owns in Bergen County, New
Jersey to K. Hovnanian North Jersey Acquisitions, L.L.C. (the
"Buyer"). The property, created during the construction of Route 287
by the New Jersey Department of Transportation, is adjacent to the
Company's executive offices and manufacturing operations and an
interchange of Route 287. The Buyer is a wholly-owned subsidiary of
Hovnanian Enterprises, Inc., a large residential real estate developer
and homebuilder with projects in New Jersey and other parts of the
United States.
The Buyer has agreed to pay a minimum purchase price of $12,000,000
for the land,. except that if the Buyer exercises an election under
the contract to purchase a portion of the property, the minimum
purchase price would be $6,000,000.
Completion of the land sale depends on a number of conditions being
satisfied, including extensive regulatory and rezoning approvals from
New Jersey state and local entities. At the Company's next annual
meeting, which it expects to hold on or about March 8, 2005,
stockholders will be asked to approve the proposed land sale. If
stockholder approval is not obtained, the Company and the Buyer will
each have the right to terminate the land sale agreement. The land
sale agreement may also be terminated by the Buyer if it is not
satisfied with the results of its investigation relating to the land.
Under the land sale agreement, the Buyer would have up to eight years
from the Company's annual meeting (assuming the land sale proposal is
approved by stockholders) to obtain the necessary regulatory
approvals. The Company believes that eight years would be an unlikely
duration for the regulatory process, but can not give any assurances
that the land sale will be completed or (if the sale is completed) the
timing thereof. The Company has not made a determination as to the use
of proceeds from the transaction, if completed.
Richard S. Meyers, Senior Vice President of SBWE Inc. in Hasbrouck
Heights, New Jersey has acted as the exclusive real estate broker for
this transaction.
About The Dewey Electronics Corporation
The Dewey Electronics Corporation, founded in 1955, is a diversified
manufacturer of sophisticated electronic and electromechanical systems
for the military. Visit our website at www.deweyelectronics.com.
This release contains forward-looking statements as defined in Section
21E of the Securities and Exchange Act of 1934, including statements
about future business operations, financial performance and market
conditions. Such forward-looking statements involve risks and
uncertainties including those involved in the Company's dependence
upon its Department of Defense business, as further described in our
filings under the Securities Exchange Act.
The Company will file a proxy statement with the Securities and
Exchange Commission concerning the proposed land sale. Holders of
Company common stock are urged to read the proxy statement when it
becomes available because it will contain important information. In
addition, the Company's directors, executive officers and certain of
its employees may be deemed to be participants in the solicitation of
proxies from the stockholders of the Company with respect to the
proposed land sale. Information about the directors and executive
officers of the Company will be available in the proxy statement that
the Company will file with the Securities and Exchange Commission.
Investors will be able to obtain a free copy of such proxy statement,
when it is available, and any other relevant documents filed by the
Company at the Commission's website, http://www.sec.gov , and by
contacting the Company at: 27 Muller Road, Oakland, New Jersey 07436,
Attention: Investor Relations.