Attached files
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| EX-31.2 - EXHIBIT 31.2 - TECHPRECISION CORP | ex31-2.htm |
| EX-31.1 - EXHIBIT 31.1 - TECHPRECISION CORP | ex31-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 2)
(Mark One)
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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended March 31, 2016
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OR
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from __________________ to __________________
Commission File Number: 000-51378
TechPrecision Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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51-0539828
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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1 Bella Drive, Westminster, MA
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01473
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code: (978) 874-0591
Securities registered under Section 12(b) of the Exchange Act: None.
Securities registered under Section 12(g) of the Exchange Act: Common Stock, par value $.0001 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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☐ Yes
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☒ No
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
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☐ Yes
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☒ No
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Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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☒ Yes
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☐ No
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
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☒ Yes
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☐ No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
(Do not check if a smaller reporting company)
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Smaller reporting company x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No
The aggregate market value of voting and non-voting common stock held by non-affiliates of the Registrant as of September 30, 2015, the last business day of the registrant's most recently completed second fiscal quarter, was approximately $3.8 million.
The number of shares outstanding of the registrant's common stock as of July 28, 2016 was 27,324,593.
EXPLANATORY NOTE
TechPrecision Corporation (which may be referred to herein as "we," "us" or the "Company") is filing this Amendment No. 2 to Form 10-K (this "Amendment") to amend its Annual Report on Form 10-K for the fiscal year ended March 31, 2016, which was originally filed with the Securities and Exchange Commission (the "SEC") on June 28, 2016 (the "Original Filing") and amended by Amendment No. 1 to the Original Filing filed with the SEC on July 29, 2016 ("Amendment No. 1").
We are filing this Amendment solely for the purposes of (i) revising Item 12 of Part III of Amendment No. 1 to correct the footnotes to the Security Ownership of Certain Beneficial Owners and Management table; and (ii) amending and restating in its entirety Part IV of the Original Filing to include the new certifications required of the Company's principal executive officer and principal financial officer under Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements are contained within this Amendment, we are not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Except as described above, and in connection therewith, no other changes have been made to the Original Filing or Amendment No. 1, and the remainder of the Original Filing and Amendment No. 1 remain unchanged. This Amendment does not reflect events occurring after the date of the Original Filing or Amendment No. 1 or modify or update any of the other disclosures contained therein in any way other than as required to reflect the amendments described above. Accordingly, this Amendment should be read in conjunction with the Original Filing, Amendment No. 1 and the Company's other filings with the SEC.
TABLE OF CONTENTS
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Page
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PART III
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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PART IV
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Item 15. Exhibits, Financial Statement Schedules
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PART III
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Security Ownership of Certain Beneficial Owners and Management
The following table provides information as to shares of our common stock beneficially owned, as of July 28, 2016, by:
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each of our directors;
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each Named Executive Officer;
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each person owning of record or known by us, based on information provided to us by the persons named below, to own beneficially at least 5% of our common stock; and
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all directors and Named Executive Officers as a group.
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Except as otherwise indicated, each person has the sole power to vote and dispose of all shares of our common stock listed opposite his name. Each person is deemed to own beneficially shares of common stock which are issuable upon exercise of options if they are exercisable within 60 days of July 28, 2016.
The address of each person listed below is c/o TechPrecision Corp., 1 Bella Drive, Westminster, MA 01473.
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Name
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Shares
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Percentage
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Andrew A. Levy (1)
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1,622,100
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5.76%
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Alexander Shen (2)
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666,667
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2.37%
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Thomas Sammons (3)
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166,667
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*
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Michael Holly (4)
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197,500
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*
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Philip A. Dur (5)
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145,000
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*
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Leonard M. Anthony (6)
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185,000
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*
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Robert G. Isaman (7)
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200,000
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*
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Richard F. Fitzgerald (8)
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67,500
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*
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All officers and directors as a group (eight individuals) (9)
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3,250,434
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11.54%
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* Less than 1%
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(1)
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Includes 50,000 shares of common stock issuable upon the exercise of stock options granted to Mr. Levy that may be exercised within 60 days of July 28, 2016.
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(2)
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Includes 666,667 shares of common stock issuable upon the exercise of stock options granted to Mr. Shen that may be exercised within 60 days of July 28, 2016.
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(3)
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Includes 166,667 shares of common stock issuable upon the exercise of stock options granted to Mr. Sammons that may be exercised within 60 days of July 28, 2016.
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(4)
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Includes 112,500 shares of common stock issuable upon the exercise of stock options granted to Mr. Holly that may be exercised within 60 days of July 28, 2016.
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(5)
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Includes 105,000 shares of common stock issuable upon the exercise of stock options granted to Mr. Dur that may be exercised within 60 days of July 28, 2016.
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(6)
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Includes 165,000 shares of common stock issuable upon the exercise of stock options granted to Mr. Anthony that may be exercised within 60 days of July 28, 2016.
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(7)
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Includes 100,000 shares of common stock issuable upon the exercise of stock options granted to Mr. Isaman that may be exercised within 60 days of July 28, 2016.
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(8)
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In accordance with the 2006 TechPrecision Long-Term Incentive Plan, all options previously granted to Mr. Fitzgerald expired in accordance with their terms on January 23, 2016.
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(9)
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Includes 1,365,834 shares of common stock issuable upon the exercise of stock options granted to our directors and Named Executive Officers that may be exercised within 60 days of July 28, 2016.
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1
Changes in Control
There are no present arrangements or pledges of the Company's securities which may result in a change in control of the Company.
Securities Authorized for Issuance Under Equity Compensation Plans
For information regarding the securities authorized for issuance under the Company's equity compensation plans, please see the discussion under Item 11, below the heading "2006 Long-Term Incentive Plan," in Amendment No. 1, which discussion is incorporated herein by reference.
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PART IV
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2.1
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Assignment of Claim Agreement, dated April 17, 2015, by and between Ranor, Inc. and Citigroup Financial Products Inc. (Exhibit 2.1 to our Current Report on Form 8-K, filed with the Commission on April 23, 2015 and incorporated herein by reference).
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3.1
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Certificate of Incorporation of the Registrant (Exhibit 3.1 to our registration statement on Form SB-2, filed with the Commission on August 28, 2006 and incorporated herein by reference).
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3.2
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Amended and Restated By-laws of the Registrant (Exhibit 3.1 to our Current Report on Form 8-K, filed with the Commission on February 3, 2014 and incorporated herein by reference).
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3.3
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Certificate of Designation for Series A Convertible Preferred Stock of the Registrant (Exhibit 3.1 to our Current Report on Form 8-K, filed with the Commission on March 3, 2006 and incorporated herein by reference).
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3.4
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Certificate of Amendment to Certificate of Designation for Series A Convertible Preferred Stock of the Registrant (Exhibit 3.5 to our quarterly report on Form 10-Q, filed with the Commission on November 12, 2009 and incorporated herein by reference).
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4.1
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Amended and Restated Term Note in the original principal amount of $1,500,000 in the name of Revere High Yield Fund, LP, dated January 22, 2016 (Exhibit 10.2 to our Current Report on Form 8-K, filed with the Commission on January 25, 2016 and incorporated herein by reference).
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4.2
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Amended and Restated Term Note in the original principal amount of $750,000 in the name of Revere High Yield Fund, LP, dated January 22, 2016 (Exhibit 10.3 to our Current Report on Form 8-K, filed with the Commission on January 25, 2016 and incorporated herein by reference).
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10.1†
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2006 Long-term Incentive Plan, as restated effective November 22, 2010 (Exhibit 10.2 to our quarterly report on Form 10-Q, filed with the Commission on February 14, 2011 and incorporated herein by reference).
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10.2
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Purchase and Sale Agreement, dated December 20, 2010, between WM Realty Management, LLC and Ranor, Inc. (Exhibit 10.3 to our quarterly report on Form 10-Q, filed with the Commission on February 14, 2011 and incorporated herein by reference).
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10.3†
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Form of Option Award Agreement for Directors (Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on June 17, 2013 and incorporated herein by reference).
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10.4†
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Form of Restricted Stock Award Agreement (Exhibit 10.1 to our Current Report on Form 8-K, filed with the Commission on March 20, 2014 and incorporated herein by reference).
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10.5†
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Separation, Severance and Release Agreement, dated July 14, 2014, between TechPrecision Corporation and Robert Francis (Exhibit 10.1 to our Current Report on Form 8-K, filed with the Commission on July 18, 2014 and incorporated herein by reference).
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10.6†
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Employment Agreement, dated November 14, 2014, between TechPrecision Corporation and Alexander Shen (Exhibit 10.1 to our Current Report on Form 8-K, filed with the Commission on November 20, 2014 and incorporated herein by reference).
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10.7
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Lease Agreement, dated June 1, 2015, by and between GPX Wayne Office Properties, L.P. and TechPrecision Corporation (Exhibit 10.1 to our Current Report on Form 8-K, filed with the Commission on June 5, 2015 and incorporated herein by reference).
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10.8
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Term Loan and Security Agreement, dated December 22, 2014, by and between Revere High Yield Fund, LP and Ranor, Inc. (Exhibit 10.1 to our Current Report on Form 8-K, filed with the Commission on December 29, 2014 and incorporated herein by reference).
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10.9
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Guaranty Agreement, dated December 22, 2014, by and between TechPrecision Corporation and Revere High Yield Fund LP (Exhibit 10.4 to our Current Report on Form 8-K, filed with the Commission on December 29, 2014 and incorporated herein by reference).
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10.10
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Note and Other Loan Documents Modification Agreement, dated December 31, 2015, by and between Revere High Yield Fund, LP, Ranor, Inc. and TechPrecision Corporation (Exhibit 10.1 to our Current Report on Form 8-K, filed with the Commission on January 6, 2016 and incorporated herein by reference).
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10.11
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Note and Other Loan Documents Modification Agreement No. 2, dated January 22, 2016, by and between Revere High Yield Fund, LP, Ranor, Inc. and TechPrecision Corporation (Exhibit 10.1 to our Current Report on Form 8-K, filed with the Commission on January 25, 2016 and incorporated herein by reference).
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10.12†
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Employment Agreement, dated March 31, 2016, between TechPrecision Corporation and Thomas Sammons (Exhibit 10.1 to our Current Report on Form 8-K, filed with the Commission on April 6, 2016 and incorporated herein by reference).
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10.13
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Master Loan and Security Agreement No. 4180, dated as of March 31, 2016, by and between People's Capital and Leasing Corp. and Ranor, Inc. (Exhibit 10.1 to our Current Report on Form 8-K, filed with the Commission on May 2, 2016 and incorporated herein by reference).
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10.14
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Loan Documents Modification Agreement No. 3, dated March 31, 2016, by and among Revere High Yield Fund, LP, Ranor, Inc., and TechPrecision Corporation (Exhibit 10.2 to our Current Report on Form 8-K, filed with the Commission on May 2, 2016 and incorporated herein by reference).
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10.15
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Intercreditor and Subordination Agreement, dated as of March 31, 2016, between and among People's Capital and Leasing Corp., Revere High Yield Fund, LP, and Ranor, Inc. (Exhibit 10.3 to our Current Report on Form 8-K, filed with the Commission on May 2, 2016 and incorporated herein by reference).
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10.16
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Mortgagee's Disclaimer and Consent, dated March 31, 2016, by Revere High Yield Fund, LP in favor of People's Capital and Leasing Corp. (Exhibit 10.4 to our Current Report on Form 8-K, filed with the Commission on May 2, 2016 and incorporated herein by reference).
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21.1*
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List of Subsidiaries.
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23.1*
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Consent of Marcum LLP.
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31.1
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31.2
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32.1#
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Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101*
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The following financial information from this Annual Report on Form 10-K for the fiscal year ended March 31, 2016, formatted in XBRL (Extensible Business Reporting Language) and furnished electronically herewith: (i) the Consolidated Balance Sheets at March 31, 2016 and 2015; (ii) the Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended March 31, 2016 and 2015; (iii) the Consolidated Statements of Stockholders' Equity for the years ended March 31, 2016 and 2015; (iv) the Consolidated Statements of Cash Flows for the years ended March 31, 2016 and 2015; and (v) the Notes to the Consolidated Financial Statements.
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† Management contract or compensatory arrangement or plan.
* Previously filed.
# Previously furnished.
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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.
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TECHPRECISION CORPORATION
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August 5, 2016
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By: /s/ Thomas Sammons
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Thomas Sammons
Chief Financial Officer
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5
EXHIBIT INDEX
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Exhibit Number
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Description of Document
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31.1
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31.2
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6