Attached files
file | filename |
---|---|
EX-10.7 - AEROSONIC CORP /DE/ | v175117_ex10-7.htm |
EX-99.1 - AEROSONIC CORP /DE/ | v175117_ex99-1.htm |
EX-10.6 - AEROSONIC CORP /DE/ | v175117_ex10-6.htm |
EX-10.4 - AEROSONIC CORP /DE/ | v175117_ex10-4.htm |
EX-10.3 - AEROSONIC CORP /DE/ | v175117_ex10-3.htm |
EX-10.1 - AEROSONIC CORP /DE/ | v175117_ex10-1.htm |
EX-10.2 - AEROSONIC CORP /DE/ | v175117_ex10-2.htm |
EX-10.5 - AEROSONIC CORP /DE/ | v175117_ex10-5.htm |
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): February 19,
2010
AEROSONIC
CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
|
1-11750
|
74-1668471
|
State
or other jurisdiction of
incorporation
or organization
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
1212
North Hercules Avenue
Clearwater,
Florida 33765
(Address
of principal executive offices and Zip Code)
(727)
461-3000
(Registrant’s
telephone number, including Area Code)
Not
applicable
(Former
name, former address and former fiscal year, 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:
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
On May
14, 2009, Aerosonic Corporation (“Aerosonic”) entered into three unsecured loan
agreements (each, a “Loan Agreement” and collectively, the “Loan Agreements”)
for up to $2,000,000 in principal amount in the aggregate with attached warrants
with each of Bruce J. Stone (“Stone”), Martin L. Schaffel (“Schaffel”) and
Redmond Family Investments, LLLP (“Redmond”), collectively referred to
as the “Investors”. For a description of the transactions and
copies of the Loan Agreements, please refer to Aerosonic’s Form 8-K filed with
the U.S. Securities and Exchange Commission (the “SEC”) on May 20, 2009, which
is hereby incorporated by reference into this Item 1.01.
On
February 19, 2010, Aerosonic entered into a First Amendment to Loan Agreement
for each of the Loan Agreements with the Investors (collectively, the “First
Amendments”). In connection with the First Amendments, (i) Aerosonic
also amended the warrant certificates issued to each of the Investors dated May
21, 2009 (the “Warrant Amendments”) and (ii) Aerosonic and its wholly-owned
subsidiaries, OP Technologies, Inc., an Oregon corporation (“OP Tech”), and
Avionics Specialties, Inc., a Virginia corporation (“Avionics”) also modified
the three 14% Subordinated Notes dated May 14, 2009 (the “Note Modifications”)
previously issued by Aerosonic, OP Tech and Avionics to each of the Investors
(each, a “Subordinated Note” and together, the “Subordinated Notes”). The
original loan documents were previously filed as Exhibits 10.1 through 10.9 to
Aerosonic’s Form 8-K filed with the SEC on May 20, 2009.
The terms
and conditions with respect to each of the First Amendments, the Warrant
Amendments and the Note Modifications, are substantially similar, as described
in more detail below:
First
Amendments to Loan Agreements:
Note
Modifications
|
·
|
extended
the maturity date of the Subordinated Notes for a period of one year from
April 10, 2010 to April 10, 2011;
|
|
·
|
removed
Aerosonic’s obligation to issue shares of its common stock upon each cash
draw down made on or after February 19,
2010;
|
|
·
|
revised
the ratio of common shares underlying warrants issuable per each $1.00 of
principal amount borrowed from “.25 shares per $1.00 of principal amount”
to “.20 shares per $1.00 of principal amount” with respect to cash draw
downs made on or after February 19,
2010;
|
|
·
|
deleted
certain negative covenants relating to the issuance of
securities;
|
Warrant
Amendments
|
·
|
extended
the expiration date of any warrants issued prior to February 19, 2010 for
a period of five years from April 10, 2015 to April 10,
2020;
|
|
·
|
extended
the expiration date of any warrants issued on or after February 19, 2010
from April 10, 2015 to the sixth anniversary date of the issuance of the
warrant certificate; and
|
|
·
|
revised
the purchase price for any warrants issued on or after February 19, 2010
from $0.64 per share to a price equal to 50% of the volume weighted
average of the selling price of Aerosonic’s common stock on February 12,
2010 and for the 19 trading days prior to February 12, 2010, or $1.98 per
share.
|
The Note
Modifications do not change the existing interest rate of 14% under the
Subordinated Notes and are subordinated to Aerosonic’s existing loans, as set
forth in the Subordinated Notes.
2
Copies of
the First Amendments, Note Modifications and the Form of Warrant Certificate are
attached as Exhibits 10.1 through 10.7 to this Form 8-K.
A copy of
the press release announcing the First Amendments to Loan Agreements is attached
as Exhibit 99.1.
On
February 19, 2010, Aerosonic borrowed an aggregate principal amount of $600,000
upon a cash draw down under the Loan Agreements entered into by Aerosonic
on May 14, 2009 and amended on February 19, 2010, with the
Investors. As of February 19, 2010, an aggregate principal amount of
$1,400,000 has been drawn down under the Loan Agreements.
Aerosonic’s
$600,000 cash draw down pursuant to the Loan Agreements, as amended, was
completed on a pro rata basis as follows:
|
·
|
$300,000
cash draw down under the Loan Agreement, as amended, by and between
Aerosonic and its wholly-owned subsidiaries, Avionics and OP Tech and
Stone. Pursuant to the terms of the Loan Agreement, as amended,
Aerosonic issued warrants to purchase 60,000 shares of Aerosonic common
stock to Stone;
|
|
·
|
$150,000
cash draw down under the Loan Agreement, as amended, by and between
Aerosonic and its wholly-owned subsidiaries, Avionics and OP Tech and
Redmond. Pursuant to the terms of the Loan Agreement, as
amended, Aerosonic issued warrants to purchase 30,000 shares of Aerosonic
common stock to Redmond; and
|
|
·
|
$150,000
cash draw down under the Loan Agreement, as amended, by and between
Aerosonic and its wholly-owned subsidiaries, Avionics and OP Tech and
Schaffel. Pursuant to the terms of the Loan Agreement, as
amended, Aerosonic issued warrants to purchase 30,000 shares of Aerosonic
common stock to Schaffel.
|
The
warrants (6-year term from February 19, 2010) issued to the Investors pursuant
to the $600,000 draw down are exercisable at any time during the period after
February 19, 2011 and before the expiration date (February 19,
2016).
A copy of
the press release announcing the $600,000 cash draw down pursuant to the Loan
Agreements, as amended, is attached as Exhibit 99.1.
3
Item
9.01. Financial Statements and Exhibits
(d)
|
|
Exhibits
|
|
|
|
|
10.1
|
First
Amendment to Loan Agreement, dated February 19, 2010, between Aerosonic
and Bruce J. Stone.
|
|
|
|
|
10.2
|
Note
Modification, dated February 19, 2010, between Aerosonic and its
wholly-owned subsidiaries, Avionics Specialties, Inc. and OP Technologies,
Inc., and Bruce J. Stone.
|
|
10.3
|
First
Amendment to Loan Agreement, dated February 19, 2010, between Aerosonic
and Redmond Family Investments, LLLP.
|
|
|
|
|
10.4
|
Note
Modification, dated February 19, 2010, between Aerosonic and its
wholly-owned subsidiaries, Avionics Specialties, Inc. and OP Technologies,
Inc., and Redmond Family Investments, LLLP.
|
|
|
|
|
10.5
|
First
Amendment to Loan Agreement, dated February 19, 2010, between Aerosonic
and Martin L. Schaffel.
|
|
|
|
|
10.6
|
Note
Modification, dated February 19, 2010, between Aerosonic and its
wholly-owned subsidiaries, Avionics Specialties, Inc. and OP Technologies,
Inc., and Martin L. Schaffel.
|
10.7
|
Form
of Warrant Certificate for warrants issued on or after February 19,
2010.
|
|
99.1
|
Press
Release of Aerosonic dated February 23, 2010, announcing the First
Amendments to Loan Agreements and the $600,000 cash draw down pursuant to
the Loan Agreements, as
amended.
|
4
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.
AEROSONIC CORPORATION
|
||
February
23, 2010
|
By:
|
/s/ Douglas J.
Hillman
|
Douglas
J. Hillman
President
and Chief Executive Officer
|
5
EXHIBIT
INDEX
Exhibit
Number
|
Description
|
||
10.1
|
First
Amendment to Loan Agreement, dated February 19, 2010, between Aerosonic
and Bruce J. Stone.
|
||
10.2
|
Note
Modification, dated February 19, 2010, between Aerosonic and its
wholly-owned subsidiaries, Avionics Specialties, Inc. and OP Technologies,
Inc., and Bruce J. Stone.
|
||
10.3
|
First
Amendment to Loan Agreement, dated February 19, 2010, between Aerosonic
and Redmond Family Investments, LLLP.
|
||
10.4
|
Note
Modification, dated February 19, 2010, between Aerosonic and its
wholly-owned subsidiaries, Avionics Specialties, Inc. and OP Technologies,
Inc., and Redmond Family Investments, LLLP.
|
||
10.5
|
First
Amendment to Loan Agreement, dated February 19, 2010, between Aerosonic
and Martin L. Schaffel.
|
||
10.6
|
Note
Modification, dated February 19, 2010, between Aerosonic and its
wholly-owned subsidiaries, Avionics Specialties, Inc. and OP Technologies,
Inc., and Martin L. Schaffel.
|
||
10.7
|
Form
of Warrant Certificate for warrants issued on or after February 19,
2010.
|
||
99.1
|
Press
Release of Aerosonic dated February 23, 2010, announcing the First
Amendments to Loan Agreements and the $600,000 cash draw down pursuant to
the Loan Agreements, as
amended.
|
6