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):
November 7, 2013
AIR INDUSTRIES GROUP
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(Exact Name of Registrant as Specified in its Charter)
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Nevada
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000-29245
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80-0948413
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State of
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Commission
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IRS Employer
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Incorporation
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File Number
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I.D. Number
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1479 North Clinton Avenue, Bay Shore, NY 11706
Address of principal executive offices
Registrant's telephone number: (631) 968-5000
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 (see General Instruction A.2. below):
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))
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Item 7.01
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Regulation FD Disclosure.
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On November 7, 2013, Air Industries Group issued a press release reporting that it has acquired Miller Stuart Inc. of Hauppauge, Long Island, New York. Founded in 1966 Miller Stuart is a manufacturer of aerospace components whose customers include major aircraft manufacturers and the US Military. Miller Stuart specializes in electromechanical systems, harness and cable assemblies, electronic equipment and printed circuit boards.
Air Industries Group also announced that it will release its financial results for the third quarter of Fiscal 2013 on Monday, November 11, 2013 and will host a conference call on Tuesday November 12, 2013 at 11:00 a.m.
A copy of the press release is attached hereto as Exhibit 99.1
The information in this report, including Exhibit 99.1 attached hereto, shall not be deemed as “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of such Section, nor shall it be deemed incorporated by reference in any filing by us under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
Number
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Description
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99.1
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Text of press release issued by Air Industries Group.
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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.
Dated: November 7, 2013
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AIR INDUSTRIES GROUP
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By:
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/s/ Peter D. Rettaliata
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Peter D. Rettaliata
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President and Chief Executive Officer
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Exhibit 99.1
November 7, 2013 9:00 ET
Air Industries Group announces Acquisition of Miller Stuart Inc. and Earnings Teleconference
BAY SHORE, NY -- (Marketwired – November 07, 2013) – Air Industries Group (NYSE MKT: AIRI)
Air Industries Group (NYSE MKT: AIRI) (Air Industries or the Company) announced today that it has acquired Miller Stuart Inc of Hauppauge, Long Island, New York.
Founded in 1966 Miller Stuart is a manufacturer of aerospace components whose customers include major aircraft manufacturers and the US Military. Miller Stuart specializes in electromechanical systems, harness and cable assemblies, electronic equipment and printed circuit boards.
Miller Stuart will initially be operated as a separate subsidiary. It will not be absorbed into the Company’s other operating business units and will continue its operations in Hauppauge, New York. Air Industries expects that the management and employees of Miller Stuart will remain in place.
Mr. Peter Rettaliata, Chief Executive Officer of Air Industries, commented: “The acquisition of Miller Stuart enhances Air Industries in two ways. First it brings new and complementary technical capabilities and new product lines to the Company. Air Industries has manufactured electro-mechanical throttle quadrants for helicopters for many years and this acquisition will help us strengthen this product line.
“Miller Stuart’s customers are also customers of our recently acquired Decimal Industries business unit of our Welding Metallurgy subsidiary. We expect and hope that the combination of Decimal and Miller Stuart will deepen our relationship with these customers. The acquisition of Miller Stuart is a continuation of our Aerospace Consolidation Strategy aimed at grouping small Aerospace companies to provide expanded technical capability and a broader range of products to our customers in the growing Aerospace Industry.”
Separately Air Industries will release its financial results for the third quarter of Fiscal 2013 on Monday, November 11, 2013 and will host a conference call on Tuesday November 12, 2013 at 11:00 a.m. Shareholders and other interested parties can participate by dialing in to the following numbers:
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Toll Free (US & Canada)
International Toll
Access Code
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888-438-5491
719-457-2628
86 79 788
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For additional information, please call 631.881.4913 or contact us at ir@airindustriesgroup.com
ABOUT AIR INDUSTRIES GROUP
Air Industries Group (NYSE MKT: AIRI) is an integrated manufacturer of precision components and provider of supply chain services for the aerospace and defense industry. The Company has over 50 years of experience in the industry and has developed leading positions in several important markets that have significant barriers to entry. With embedded relationships with many leading aerospace and defense prime contractors, the Company designs and manufactures structural parts and assemblies that focus on flight safety, including landing gear, arresting gear, engine mounts and flight controls. Air Industries Group also provides sheet metal fabrication, tube bending, and welding services.
Certain matters discussed in this press release are 'forward-looking statements' intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. In particular, the Company's statements regarding trends in the marketplace, the ability to realize firm backlog and projected backlog, potential future results and acquisitions, are examples of such forward-looking statements. The forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the timing of projects due to variability in size, scope and duration, the inherent discrepancy in actual results from estimates, projections and forecasts made by management regulatory delays, changes in government funding and budgets, and other factors, including general economic conditions, not within the Company's control The factors discussed herein and expressed from time to time in the Company's filings with the Securities and Exchange Commission could cause actual results and developments to be materially different from those expressed in or implied by such statements. The forward-looking statements are made only as of the date of this press release and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.
Contact Information
Air Industries Group
631.881.4913
ir@airindustriesgroup.com