SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
July 18, 2008
AIR INDUSTRIES GROUP, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 000-29245 20-4458244
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State of Commission IRS Employer
Incorporation File Number I.D. Number
1479 North Clinton Avenue, Bay Shore, NY 11706
Address of principal executive offices
Registrant's telephone number: (631) 968-5000
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 (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
As reported in our Current Report on Form 8-K filed on November 19, 2007, on
November 15, 2007, Air Industries Group, Inc.("AIR") entered into a Stock
Purchase Agreement (the "Purchase Agreement") with the shareholders (the
"Shareholders") of Blair Industries, Inc., a New York corporation, Blair
Accumulators, Inc., a New York corporation, H.S.M. Machine Works, Inc., a New
York corporation, and H.S.M. Machine Works, Inc., a North Carolina corporation
(collectively, the "Companies"). Pursuant to the Purchase Agreement, AIR was to
acquire from the Shareholders all of the issued and outstanding capital stock of
the Companies (the "Blair Shares"), subject to the satisfaction of certain terms
and conditions.
The purchase price for all of the Blair Shares set forth in the Purchase
Agreement was $16,358,000, subject to adjustment based upon the Net Asset Value
of the Companies as of the date of closing. The purchase price was payable by a
combination of cash, AIR's promissory notes and shares of AIR's preferred stock.
The closing was subject to certain conditions including, but limited to, AIR's
ability to secure not less than $12 million in debt or equity financing. Under
the terms of the Purchase Agreement, AIR agreed to pay the Shareholders a
break-up fee of $150,000 under certain circumstances.
On July 18, 2008, the Shareholders and AIR entered into an amendment to the
Purchase Agreement
1. Increasing the cash portion of the purchase price to $14,000,000,
with the balance payable by AIR's promissory notes plus options (to
be proportioned among the Shareholders) having a term of five years
equal to $1,000,000 divided by the per share price equal to the
average closing price (or if there is no closing price, the average
of the closing bid and asked prices) of the Common Stock for the
immediately preceding ten trading days;
2. Increasing the amount of financing required as a condition to
closing to $15,000,000;
3. Increasing the break-up fee to $350,000; and
4. Extending the termination date to on or before October 1, 2008.
In addition:
A. AIR has agreed to appoint William Lehman, president of the
Companies, as Chief Operating Officer and president of each of the
Companies following the closing.
B. For so long as AIR is indebted to one or more of the Shareholders,
AIR shall provide the Shareholders thirty (30) days prior written
notice of any shareholder solicitation or action relating to the
election of directors. After receipt of such notice, the
Shareholders may, by written notice sent to AIR within ten (10) days
of receipt of such notice, request that AIR nominate for election to
AIR's Board of Directors in connection with such shareholder
solicitation or action, two candidates designated by the
Shareholders, to whom AIR shall not reasonably object (the
"Shareholder Designees"). AIR has agreed to cause one Shareholder
Designee to be elected to its Board and will submit the name of the
other Shareholder Designee to its Board of Directors for
consideration as a nominee. If AIR's Board nominates the second
Shareholder Designee for election as a Director, AIR has agreed to
use its commercial reasonable efforts to cause to be voted the
shares for which AIR's management or Board of Directors holds
proxies or is otherwise entitled to vote in favor of the election of
that Shareholder Designee. In the event that any Shareholder
Designee shall cease to serve as a director of AIR for any reason,
the vacancy resulting therefrom will be filled by another
Shareholder Designee.
C. The parties have agreed to ease restrictions on the actions which
may be taken by the Companies prior to closing to enable them to
distribute cash to the Shareholders if the Net Asset Value (as
defined in the Purchase Agreement) of the Companies is likely to
exceed $4,750,000 on the date of the closing.
D. The parties also agreed that upon completion of an audit of the
Companies that they shall meet to consider the valuations ascribed
to certain assets of the Companies in connection with that audit.
We cannot assure you that we will obtain financing to complete the
acquisition by the termination date, or at all.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
10.1 Amendment to Stock Purchase Agreement dated as of July 18, 2008 by
and among the Shareholders and AIR.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to the Current Report to be signed on
its behalf by the undersigned hereunto duly authorized.
Dated: July 18, 2008
AIR INDUSTRIES GROUP, INC.
By: /s/ Peter D. Rettaliata
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Peter D. Rettaliata
President and Chief Executive Officer
EXHIBIT INDEX
10.1 Amendment to Stock Purchase Agreement dated as of July 18, 2008 by
and among the Shareholders and AIR.
