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):
September 14, 2015
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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360 Motor Parkway, Suite 100, Hauppauge, NY 11788
Address of principal executive offices
Registrant's telephone number: (631) 881-4920
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 September 14, 2015, Air Industries Group (“the “Company”) issued a press release announcing that it had completed the acquisition of assets used to produce landing gear and landing gear components for the Sikorsky UH-60 Black Hawk and the Boeing CH-47 Chinook helicopters. The press release is attached as Exhibit 99.1.
The information contained in this Current Report, including 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 September 14, 2015 announcing the completion of certain assets.
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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: September 14, 2015
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AIR INDUSTRIES GROUP
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By:
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/s/ Daniel R. Godin
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Daniel R. Godin
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President and Chief Executive Officer
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September 14, 2015 – 9:00am
AIR INDUSTRIES GROUP ANNOUNCES ACQUISITION OF MACHINERY AND INVENTORY TO PRODUCE LANDING GEAR FOR THE SIKORSKY BLACKHAWK UH-60 AND BOEING CHINOOK CH-47 HELICOPTERS
Acquisition expected to be immediately accretive to earnings
Hauppauge, NY-- (Marketwired – September 14, 2015) -- Air Industries Group (NYSE MKT: AIRI)
Air Industries announced today that it reached an agreement to acquire certain assets used to produce landing gear and landing gear components for the Sikorsky UH-60 Black Hawk and the Boeing CH -47 Chinook helicopters. The machining and assembly assets purchased were those used to produce landing gear components for both platforms. The inventory purchased included raw material (forgings), major components, and finished goods. The machining center and tooling purchased will be delivered fully programmed and operationally ready for the production of landing gear drag beams for the Black Hawk helicopter significantly minimizing the barriers to entry into these markets. These assets represent substantially all of the assets used by the seller for this product line.
Air Industries expects that the acquisition of these assets at attractive prices will be immediately accretive to earnings.
Mr. Daniel Godin, President & CEO of Air Industries commented: “This transaction is the acquisition of a new production line enabling Air Industries to quickly enter a number of markets without the normal barriers of developing tooling, engineering and the delays inherent in acquiring long-lead time raw materials. This acquisition puts Air Industries in a strong competitive position to win new business in both the OEM and after-market segments for landing gear and gear components on these airframes. With this purchase and other additional contract wins, Air Industries now produces complete landing gear or components for the F-15, F-16, F-18 US Fighter Aircraft, the E2-D Naval Reconnaissance aircraft, the Blackhawk UH-60, and the Chinook CH-47Helicopters as well as the C-130 and other aircraft.”
For additional information, please call 631.881.4913 or by email to: 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 regarding trends in the marketplace, the ability to realize projected EBITDA, 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 ability to consummate contemplated acquisitions, 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.