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 19, 2014
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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001-35927
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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 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On November 19, 2014, Air Industries Group (“the “Company”) issued a press release announcing the retirement of Peter D. Rettaliata as President and Chief Executive Officer effective January 1, 2015 and the election of Daniel Godin as his successor. A copy of the Company’s press release is attached hereto as Exhibit 99.1.
Mr. Rettaliata, who has been President, Chief Executive Officer and a Director of the Company since November 30, 2005, will continue to serve as a Director.
Prior to joining the Company, Mr. Godin, age 53, was employed by the Merex Group since May 5, 2014 as President of Maintenance, Repair and Overhaul units of MRO Solutions, where he had P&L responsibility and provided strategy and leadership to all MRO business units within the Merex Group. From November 2008 to May 2, 2014, he was employed at Circor Aerospace, Inc. as North America Vice President and General Manager of Circor Aerospace & Defense, providing P&L and business leadership for a group of businesses focused on OEM and aftermarket design, manufacturing and MRO of proprietary fluid controls and landing gear technology. Prior to working at Circor Aerospace & Defense, Mr. Godin was employed as a Vice President at Sermatech International, Inc. where was responsible for operations and improving overall profitability. Prior to working at Sermatech International, Inc., Mr. Godin was employed at United Technologies’ Pratt & Whitney aircraft engines division and had roles in Process Engineering, Operations Management, Supply Chain and Business Center Leadership for complex aircraft turbine engine equipment development and manufacturing.
Mr. Godin holds a Bachelor of Science in Manufacturing Engineering from the University of Southern Maine and completed the Executive Business Program at the Darden School at the University of Virginia. He served with the United States Air Force and holds five US Patents for specialized aircraft and industrial engine coatings and engineered components.
Mr. Godin will receive a base salary of $250,000 and be eligible to participate in the Company’s bonus pool based upon the attainment of certain performance criteria to be determined and will be granted options to purchase 120,000 shares of common stock pursuant to the Company’s 2013 Equity Incentive Plan (the “Plan”) at an exercise price based upon the closing market price on the trading day preceding the commencement of his employment. The options will vest in quarterly installments of 10,000 shares commencing 90 days after he joins the Company and will expire November 30, 2021, or earlier as provided in the Plan.
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Item 7.01
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Regulation FD Disclosure.
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On November 19, 2014, the Company issued a press release announcing the retirement of Peter D. Rettaliata as President and Chief Executive Officer effective January 1, 2015 and the election of Daniel Godin as his successor. A copy of the Company’s press release is attached hereto as Exhibit 99.1.The information contained in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a 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 on November 19, 2014 announcing the retirement of Peter D. Rettaliata as President and Chief Executive Officer effective January 1, 2015 and the election of Daniel Godin as his successor.
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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 19, 2014
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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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November 19th, 2014 3:00 pm EST
Air Industries Group (the “Company” or “Air Industries”) announces the Retirement of Peter D. Rettaliata and the appointment of Daniel Godin as President & CEO
BAY SHORE, NY – (Marketwired – November 19th, 2014 – Air Industries Group (NYSE MKT: AIRI)
Air Industries Group is announcing the retirement of Peter D. Rettaliata as President and Chief Executive Officer as of January 1st, 2015. Mr. Rettaliata has been working in the aerospace industry for over 42 years, first at the Grumman Corporation and then with Northrop Grumman, before joining Air Industries in 1994.
“This is an emotional moment for our company. Pete, through a few difficult business cycles, planned and oversaw the transformation of Air from a small, well run machining company that he joined ten years ago to that of a nicely positioned NYSE MKT listed company with a clear strategy and a backlog worth talking about. We are rightfully seen as a “supplier of the future” that larger aerospace companies want to do business with. He should be proud of the strong team he built, as we are all proud of him. He will remain as a member of the Board of Directors, and will still assist in business strategy and development going forward. On behalf of the Board, the employees and the shareholders, I say thank you and well done!” Said Michael Taglich, Chairman of the Board.
“I am very proud of my time at Air Industries and the people I work with. We have built a strong and enduring company, well positioned for substantial growth. Through our willingness to take on challenges and support customers aggressively, we have demonstrated superior capabilities to our customers, earned a place of leadership in the industry and delivered exceptional value to our shareholders. I have been privileged to be a member of Long Island’s Aerospace Industry for more than 40 years and look forward to continuing to grow Air Industries as a member of its Board.” Said Peter D. Rettaliata, President & CEO of Air Industries Group
The Board of Directors conducted an extensive search for Mr. Rettaliata’s replacement and is excited to announce the selection of Mr. Daniel Godin as Air’s new Chief Executive Officer. Said Michael Taglich, Chairman of the Board “We are excited to have Dan on board; he has a track record of success as well as a tactical focus on near term opportunities due to his wide ranging experience in the markets we are in and growing into. Dan has extensive experience in the aircraft engine business which we have targeted for substantial growth and in the landing gear business where we currently provide important products to our traditional customers. Mr. Godin’s experience will be very helpful in developing an MRO organization to complement our focus on producing landing gear.”
Most recently, Mr. Godin was employed by the Merex Group, as the President of MRO (Maintenance, Repair and Overhaul) Solutions. In that position he had full P&L responsibility and provided strategy and leadership to all MRO business units within the Merex Group.
Prior to Merex, Mr. Godin was employed at Circor Aerospace & Defense as North America Vice President and General Manager, providing P&L and business leadership for a group of businesses focused on OEM and aftermarket design, manufacturing and MRO of proprietary fluid controls and landing gear technology. He led the integration of several acquired businesses via site consolidation, deployment of lean practices and relentless focus on execution. Prior to that assignment, Godin was employed as a Vice President at Sermatech where was responsible for operations and improving overall profitability.
Dan spent the foundational portion of his career at United Technologies’ Pratt & Whitney aircraft engines division and had roles in Process Engineering, Operations Management, Supply Chain and Business Center Leadership for complex aircraft turbine engine equipment development and manufacturing.
Mr. Godin holds a Bachelor of Science in Manufacturing Engineering from the University of Southern Maine and completed the Executive Business Program at the Darden School at the University of Virginia. Dan served with the United States Air Force and holds 5 US Patents for specialized aircraft and industrial engine coatings and engineered components.
The selection of Mr. Godin to lead Air Industries Group provides a talented leader with proven aerospace consolidation experience critical for our success in integrating an aggressive acquisition strategy.
Contact:
Air Industries Group
631.881.4913