Unassociated Document
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): May 14, 2009
AEROSONIC
CORPORATION
(Exact name of registrant as specified
in its charter)
Delaware
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1-11750
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74-1668471
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State
or other jurisdiction of incorporation or organization
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Aerosonic
Corporation (“Aerosonic”) has entered into three unsecured loan agreements
(each, a “Loan Agreement” and together, the “Loan Agreements”) for up to
$2,000,000 in principal amount in the aggregate with attached
warrants. The $2,000,000 in principal amount of the loans are
represented by three separate 14% unsecured subordinated notes (each, a
“Subordinated Note” and together, the “Subordinated Notes”) issued to three
Aerosonic stockholders (the “Investors”). Each of the
Subordinated Notes are payable in full on or before April 10, 2010 (the
“Maturity Date”). The terms and conditions of each of the Loan
Agreements and each of the Subordinated Notes are substantially similar, as
described in more detail below:
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On
May 14, 2009, Aerosonic entered into a Loan Agreement by and between
Aerosonic and Bruce J. Stone, (“Stone”) pursuant to which, Aerosonic and
its wholly-owned subsidiaries, Avionics Specialties, Inc. and OP
Technologies, Inc., issued a Subordinated Note of up to $1,000,000 in
principal amount, of which $750,000 has been made available to Aerosonic
as of May 14, 2009 and $250,000 will be available to Aerosonic no later
than July 5, 2009;
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·
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On
May 14, 2009, Aerosonic entered into a Loan Agreement by and between
Aerosonic and Redmond Family Investments, LLLP, (“Redmond”) pursuant to
which, Aerosonic and its wholly-owned subsidiaries, Avionics Specialties,
Inc. and OP Technologies, Inc., issued a Subordinated Note of up to
$500,000 in principal amount, of which $500,000 has been made available to
Aerosonic as of May 14, 2009; and
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·
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On
May 14, 2009, Aerosonic entered into a Loan Agreement by and between
Aerosonic and Martin L. Schaffel, (“Schaffel”) pursuant to which,
Aerosonic and its wholly-owned subsidiaries, Avionics Specialties, Inc.
and OP Technologies, Inc., issued a Subordinated Note of up to $500,000 in
principal amount, of which $500,000 has been made available to Aerosonic
as of May 14, 2009.
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Pursuant
to the terms of the Loan Agreements, Aerosonic may, at its discretion, draw down
upon the Subordinated Notes on a pro rata basis. Upon each cash draw
down, Aerosonic will be required to issue common stock and warrants to the
Investors in accordance with the terms of the Subordinated Notes, subject to
approval by NYSE Amex of Aerosonic’s Additional Listing
Application. Up to a maximum of 200,000 shares of Aerosonic common
stock in the aggregate may be issued to the Investors in connection with the
Subordinated Notes (one tenth (1/10th) of the
one (1) share of common stock for each $1.00 in principal amount drawn upon the
Subordinated Notes) and do not require separate consideration from the
Investors.
Warrants
(5-year term from the Maturity Date) to purchase up to 500,000 shares of
Aerosonic common stock in the aggregate may also be issued in connection with
the Subordinated Notes (warrants to purchase 0.25 shares of common stock for
each $1.00 in principal amount drawn upon the Subordinated
Notes). The warrants issued to the Investors shall be exercisable at
any time during the period after the one-year anniversary of the original issue
date and before the expiration date. The exercise price for the
warrants is $0.64 (based on the calculation of 50% of the prior 60 trading day
average volume weighted selling price of Aerosonic’s common stock as of April
30, 2009), subject to customary anti-dilution adjustments.
The
shares of Aerosonic common stock that may be issued in connection with the
Subordinated Notes or upon exercise of the warrants will not be registered under
the Securities Act of 1933 (the “Securities Act”) and therefore, will be
“restricted securities” as that term is defined in Rule 144 under the
Securities Act. Accordingly, the restricted securities may not be
resold except pursuant to a transaction registered under the Securities Act or
exempt from registration under the Securities Act, such as a transaction that
complies with Rule 144 under the Securities Act.
The
Subordinated Notes provide for an interest rate of 14% and are subordinated to
Aerosonic’s existing loans, as set forth in the Subordinated
Notes. Interest on the Subordinated Notes will accrue monthly and is
due and payable on the first day of each consecutive month until the Maturity
Date, at which time the Subordinated Notes will be due and payable in full,
including principal, interest and any applicable fees. Aerosonic may
prepay the Subordinated Notes in full at any time or in part from time to time
without penalty or fees. The Subordinated Notes contain certain
events of default, upon which, the entire unpaid principal amount of the
Subordinated Notes, together with all amounts owed under the Subordinated Notes,
including interest and a default fee of (i) $50,000 under the Stone Subordinated
Note; and (ii) $25,000 under each of the Redmond Subordinated Note and Schaffel
Subordinated Note, will become immediately due and payable. The Loan
Agreements also contain customary representations and warranties, affirmative
covenants and negative covenants, including covenants to comply with the
affirmative and negative covenants set forth in the Revolving and Term Credit
Security Agreement dated February 24, 2004, as amended, among Aerosonic,
Avionics Specialties, Inc. and Wachovia Bank N.A.
In the
event of a change in control of Aerosonic, or if Aerosonic files for bankruptcy,
Aerosonic will immediately file a registration statement with the U.S.
Securities and Exchange Commission (the “SEC”), on behalf of the Investors, to
register the sale of the shares of Aerosonic common stock issued pursuant to the
Loan Agreements, including the shares of Aerosonic common stock issued upon
exercise of the warrants (the “Investor Shares”). Further, in the
event Aerosonic defaults on the Subordinated Notes, as specified in the
Subordinated Notes, Aerosonic will immediately file a registration statement
with the SEC, on behalf of the Investors, to register the sale of the Investor
Shares.
Other
than as stockholders of Aerosonic, the Investors do not have any material
relationship with Aerosonic and its affiliates. Further, the
Investors are not materially related or affiliated with each other.
Item
9.01. Financial Statements and Exhibits
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(d)
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Exhibits |
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10.1
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Loan
Agreement, dated May 14, 2009, between Aerosonic and Bruce J.
Stone.
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10.2
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14%
Subordinated Note, dated May 14, 2009, between Aerosonic and its
wholly-owned subsidiaries, Avionics Specialties, Inc. and OP Technologies,
Inc., and Bruce J. Stone.
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10.3
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Form
of Warrant Certificate between Aerosonic and Bruce J.
Stone.
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10.4
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Loan
Agreement, dated May 14, 2009, between Aerosonic and Redmond Family
Investments, LLLP.
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10.5
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14%
Subordinated Note, dated May 14, 2009, between Aerosonic and its
wholly-owned subsidiaries, Avionics Specialties, Inc. and OP Technologies,
Inc., and Redmond Family Investments, LLLP.
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10.6
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Form
of Warrant Certificate between Aerosonic and Redmond Family Investments,
LLLP.
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10.7
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Loan
Agreement, dated May 14, 2009, between Aerosonic and Martin L.
Schaffel.
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10.8
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14%
Subordinated Note, dated May 14, 2009, between Aerosonic and its
wholly-owned subsidiaries, Avionics Specialties, Inc. and OP Technologies,
Inc., and Martin L. Schaffel.
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10.9
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Form
of Warrant Certificate between Aerosonic and Martin L.
Schaffel.
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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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AEROSONIC
CORPORATION |
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May 20,
2009
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By:
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/s/ Douglas
J. Hillman |
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Douglas
J. Hillman
President
and Chief Executive Officer
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EXHIBIT
INDEX
Exhibit
Number
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Description
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Exhibit
10.1
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Loan
Agreement, dated May 14, 2009, between Aerosonic and Bruce J.
Stone.
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Exhibit
10.2
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14%
Subordinated Note, dated May 14, 2009, between Aerosonic and its
wholly-owned subsidiaries, Avionics Specialties, Inc. and OP Technologies,
Inc., and Bruce J. Stone.
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Exhibit
10.3
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Form
of Warrant Certificate between Aerosonic and Bruce J.
Stone.
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Exhibit
10.4
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Loan
Agreement, dated May 14, 2009, between Aerosonic and Redmond Family
Investments, LLLP.
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Exhibit
10.5
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14%
Subordinated Note, dated May 14, 2009, between Aerosonic and its
wholly-owned subsidiaries, Avionics Specialties, Inc. and OP Technologies,
Inc., and Redmond Family Investments, LLLP.
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Exhibit
10.6
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Form
of Warrant Certificate between Aerosonic and Redmond Family Investments,
LLLP.
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Exhibit
10.7
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Loan
Agreement, dated May 14, 2009, between Aerosonic and Martin L.
Schaffel.
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Exhibit
10.8
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14%
Subordinated Note, dated May 14, 2009, between Aerosonic and its
wholly-owned subsidiaries, Avionics Specialties, Inc. and OP Technologies,
Inc., and Martin L. Schaffel.
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Exhibit
10.9
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Form
of Warrant Certificate between Aerosonic and Martin L.
Schaffel.
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