Attached files
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EX-99.1 - EXHIBIT 99.1 PRESS RELEASE - TACTICAL AIR DEFENSE SERVICES, INC. | f8k072012_ex99z1.htm |
EX-10.1 - EXHIBIT 10.1 ACQUISITION AGREEMENT - TACTICAL AIR DEFENSE SERVICES, INC. | f8k072012_ex10z1.htm |
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) July 12, 2012
Tactical Air Defense Services, Inc.
(Exact name of registrant as specified in its charter)
Nevada |
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| 88-0455809 |
(State or other jurisdiction |
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| (IRS Employer |
of Incorporation) |
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| Identification Number) |
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| 123 West Nye Lane, Suite 517 |
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| Carson City, Nevada 89706 |
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| (Address of principal executive offices) |
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| (775) 888-6744 |
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| (Issuers Telephone Number) |
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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:
. 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))
Section 1 - Registrants Business and Operations
Item 1.01
Entry into a Material Definitive Agreement.
On or about July 12, 2012, Tactical Air Defense Services, Inc., a Nevada corporation (the Company) and AeroTech Corporation, a Florida corporation (AeroTech) entered into an Acquisition Agreement (the Acquisition Agreement). A copy of the Acquisition Agreement has been attached as an exhibit to this Form 8-K, the terms of which are hereby incorporated by reference in their entirety. Through the acquisition of AeroTech, the Company will acquire AeroTechs existing business and assets including, but not limited to, five separate teaming agreements, a sole source justification and approval from the United States Army, and AeroTechs pre-transaction management team.
Pursuant to the terms of the Acquisition Agreement, the Company will acquire 100% of the equity interest in AeroTech in exchange for the issuance of Five Million shares of the Companys Series C Preferred Stock to be issued to AeroTechs existing shareholders upon closing. Following the closing of the Acquisition Agreement which, according to the Acquisition Agreement shall occur on or before August 11, 2012 unless mutually extended by all parties (the Closing), AeroTech will continue its existing business operations as a wholly owned subsidiary of the Company.
The Closing is subject to certain closing conditions that must be satisfied prior to Closing, with such conditions outlined in Section 4 of the Acquisition Agreement, including, but not limited to, the appointment and retainment of AeroTechs existing management to the post transaction entity including: (i) Colonel Scott Patterson to be appointed to the position of Chief Operating Officer; and (ii) Mark Daniels, to be appointed to the position of President. Such appointments shall be subject to subsequent employment agreements with each respective individual, to be executed and finalized upon Closing.
Item 7.01
Regulation FD Disclosure.
Press Releases
On July 20, 2012, the Company issued a press release relating to the Agreement as described in Item 1.01 Entry Into Material Definitive Agreements above. A copy of this press release is furnished as an exhibit to this Report.
Section 9 Financial Statements and Exhibits
Item 9.01
Financial Statements and Exhibits.
(c)
Exhibits.
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10.1 |
| Acquisition Agreement between Tactical Air Defense Services, Inc. and AeroTech Corporation |
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99.1 |
| Press release dated as of July 20, 2012 entitled Tactical Air Defense Services to Acquire AeroTech Corporation (Deemed Furnished) |
Dated: July 20, 2012
SIGNATURE
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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| Tactical Air Defense Services, Inc. |
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| /s/ Alexis Korybut |
| By: | Alexis Korybut |
| Its: | Chief Executive Officer |