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):
November 15, 2007
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
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(Former Name or Former Address, if Changed Since Last Report)
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.
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, on the
Closing Date, subject to the satisfaction of various terms and conditions, AIR
will acquire from the Shareholders all of the issued and outstanding capital
stock of the Companies.
The closing of the Purchase Agreement (the "Closing") is scheduled to occur in
January 2008 or on such other date as AIR and the Shareholders may agree (the
"Closing Date"). The purchase price for all of the shares is $16,358,000,
subject to adjustment based upon the Net Asset Value of the Companies as of the
date of closing. The purchase price is payable in a combination of cash,
promissory notes (the "Notes") and shares of AIR's preferred stock (the
"Purchase Price Shares").
The Notes shall have a term of five years commencing on the Closing Date, accrue
interest at rates of four percent (4%) per annum, as to Notes in the initial
principal amount of $1,358,000, and eight percent (8%) per annum, as to Notes in
the initial principal amount of $5,000,000, and contain other customary terms
and conditions. The Purchase Price Shares to be issued to the Shareholders shall
have a liquidation value of $1,000,000 and shall be convertible into shares of
our common stock.
The closing is subject to certain conditions including, but limited to, AIR's
ability to secure not less than $12 million in debt or equity financing. The
Company has agreed to pay the Shareholders a break-up fee of $150,000 under
certain circumstances.
Concurrent with the Closing, AIR will enter into employment agreements with one
of the Shareholders and a key employee of one of the Companies. The Employment
Agreements provide for annual base salaries aggregating initially to $400,000,
together with certain bonuses based upon performance and customary increases.
The employment agreements will contain customary terms and provisions relating
to severance, benefits and vacation. One of the employment agreements will have
an initial term of five (5) years and the other employment agreement will have
an initial term of three (3) years.
The foregoing summary is subject to, and qualified in its entirety by, the terms
of the Stock Purchase Agreement, attached hereto as Exhibit 10.1. The terms of
the Stock Purchase Agreement are incorporated herein by reference. A copy of the
press release announcing the execution of the Stock Purchase Agreement is
attached as Exhibit 99.1.
EXHIBITS
10.1 Stock Purchase Agreement, dated as of November 15, 2007, by and among Air
Industries Group, Inc. and the shareholders of Blair Industries, Inc.,
Blair Accumulators, Inc., H.S.M. Machine Works, Inc., and H.S.M. Machine
Works, Inc.
99.1 Press Release, dated November 19, 2007, of Air Industries Group, Inc.
announcing the execution of the Stock Purchase Agreement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this Current Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: November 19, 2007
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 Stock Purchase Agreement, dated as of November 15, 2007, by and among Air
Industries Group, Inc. and the shareholders of Blair Industries, Inc.,
Blair Accumulators, Inc., H.S.M. Machine Works, Inc., and H.S.M. Machine
Works, Inc.
99.1 Press Release, dated November 19, 2007, of Air Industries Group, Inc.
announcing the execution of the Stock Purchase Agreement.