UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
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 1,
2010
U.S.
Aerospace, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-09459
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06-1034587
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
Number)
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9831 Romandel
Ave.
Santa
Fe Springs, California 90670
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (562) 906-8455
(Former
name or former address, if changed since last report.)
Item
2.01 Completion of Acquisition or Disposition of Assets
Our
current report on Form 8-K dated July 1, 2010 and filed July 2, 2010 erroneously
stated that each share of our Series E Convertible Preferred Stock is
convertible into 100 shares of our common stock, rather than 500 shares which is
correct. On July 1, 2010, we entered into an Agreement and Plan of
Merger, pursuant to which we agreed to issue to American Defense Investments,
LLC 255,862 shares and TUSA Acquisition Corporation 127,931 shares, for an
aggregate of 383,793 shares of Series E Convertible Preferred Stock, rather than
the numbers erroneously reported in our prior current report.
Item
8.01 Other Events
On July
9, 2010, we submitted a response to the Request for Proposal from the U.S. Air
Force for the KC-X Tanker Modernization Program.
Since the
U.S. Air Force denied our request for an extension of the bidding deadline on
July 8, 2010, we bid only one model of aircraft, the AN-112KC. Our
plan is that the aircraft components will be built by Antonov Company in
Ukraine, with final assembly by us in the United States.
We
undertake no obligation to update any information or forward looking statements
except to the extent required by applicable law.
Risk
Factors
In
addition to the risk factors set forth in our most recent annual report, recent
developments have resulted in further risks, including the risk factors listed
below. Risks and uncertainties in addition to those we describe below, that may
not be presently known to us, or that we currently believe are immaterial, may
also harm our business and operations. If any of these risks occur, our
business, results of operations and financial condition could be harmed, the
price of our common stock could decline, and future events and circumstances
could differ significantly from those anticipated in the forward-looking
statements contained in this report.
Our response to the KC-X Tanker
Modernization Program request for proposal may be rejected or disqualified by
the U.S. Air Force.
The U.S.
Air Force denied our request for an extension of the deadline to submit a
response to the request for proposal (RFP) for the KC-X Tanker Modernization
Program, resulting in a significantly more rushed process than we desired, and
substantially hindering our ability to submit a full and complete bid
package. The Air Force may find that our proposal does not meet all
mandatory RFP requirements, that we do not have qualified subcontractors and
teaming partners, that we are not a capable and responsible contractor, that we
have not obtained or processed the classified information that is needed to
prepare a proposal, that we have not demonstrated that the company has the
facility and personnel clearances that are prerequisites to receiving, handling
and storing classified information, and that our failure to meet the proposal
submittal deadline was attributable to our failure to act diligently and
promptly. In addition, the Air Force may determine that Antonov
Company is not an acceptable subcontractor, that required teaming agreements
have not been entered into, and that using a Ukranian commercial aircraft as the
basis for a KC-X tanker proposal is unacceptable, that the aircraft we have bid
is too new or is not adequately designed, manufactured or certified, or that
adequate documentation, data and information have not been provided in support
of the bid. For any or all of these reasons, the Air Force may not
select our bid, may disqualify our bid, or may refuse to consider it on the
merits, or at all. The Air Force has broad discretion in interpreting
the requirements of the RFP. Contesting any negative determination
would be time consuming, difficult and expensive, with uncertain results, and
even attempting such a challenge may exceed our limited resources. If
we were successful in the bid, other bidders could challenge the process, our
capabilities, or the adequacy of our submissions, which might also result in a
denial or disqualification of our bid. If our bid is denied or
disqualified for any reason, it would have a material adverse effect on our
business, results of operations and financial condition.
We are dependent on Antonov to supply
the AN-112KC aircraft and components, and information necessary for our RFP
response.
We are
dependent upon Antonov Company in Kiev, Ukraine to supply the AN-112KC aircraft
and components for our RFP response, and to supply the information
necessary for the bid process. Designing and manufacturing new
aircraft, or modifying existing aircraft to meet new requirements, is time
consuming, difficult and expensive, with uncertain results. We cannot
give any assurance that the information supplied by Antonov will be adequate or
sufficient to meet the RFP requirements, or that Antonov will timely deliver the
planes if our bid is successful. If Antonov fails to perform for any
reason, we would likely be unable to win the bid or supply the planes if
selected, which would have a material adverse effect on our business, results of
operations and financial condition.
We
face competition from companies which may have greater resources or better
technologies than we do.
Two
large, established, well funded, aerospace corporations, The Boeing Company and
The European Aeronautic Defense and Space Company N.V. (EADS), are bidding on
the RFP utilizing existing wide body commercial airliners as the basis for their
KC-X tanker proposals. Both designs are advanced and well developed,
and both companies have invested considerable resources into designing their
tankers and in preparing their responses to the RFP. Both companies
spent substantially more time, money and effort preparing their RFP responses
than we did, and it is highly likely that their responses will be significantly
more thorough, detailed and compliant than our response. In addition,
both companies have devoted substantial effort to political lobbying with
legislators and the Department of Defense, and developing close relationships
with industry experts and members of the press. These advantages may
prove insurmountable, and it may be impossible for us to compete with their
proposals, or even to submit a response deemed minimally acceptable by the U.S.
Air Force. If any of these were the case, we could be unsuccessful in
our efforts to obtain the bid, which would have a material adverse effect on our
business, results of operations and financial condition.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
No. Description
;
99.1 July
1, 2010 letter from U.S. Aerospace, Inc. to U.S. Secretary of
Defense
99.2 July
7, 2010 letter from Antonov Company to U.S. Secretary of Defense
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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U.S.
AEROSPACE, INC.
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Date: July
9, 2010
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By:
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/s/ DAVID DUQUETTE | |
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David
Duquette
Chief
Executive Officer
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