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):
March 3, 2017
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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 2, 2017, Daniel R. Godin notified the Board of Directors of Air Industries Group (the “Company”) that he was resigning as President and Chief Executive Officer, effective at the close of business on March 24, 2017.
On March 2, 2017, the Board of Directors appointed Peter Rettaliata as acting Chief Executive Officer and Michael Brand as Chief Operating Officer until a permanent replacement for Mr. Godin is named. Messrs. Rettaliata and Brand are members of the Board of Directors.
Peter D. Rettaliata , age 66, served as our President and Chief Executive Officer from November 30, 2005 to December 31, 2014. He also served as the President of our wholly-owned subsidiary, AIM, from 1994 to 2008. Prior to his involvement at AIM, Mr. Rettaliata was employed by Grumman Aerospace Corporation for twenty-two years. Professionally, Mr. Rettaliata has served as the Chairman of "ADDAPT", an organization of regional aerospace companies, as a member of the Board of Governors of the Aerospace Industries Association, and as a member of the Executive Committee of the AIA Supplier Council. He is a graduate of Niagara University where he received a B.A. in History and the Harvard Business School where he completed the PMD Program.
Michael Brand , age 58, was the President of Goodrich Landing Gear, a unit of Goodrich Corporation, from July 2005 to June 2012. Prior to joining Goodrich for over 25 years he held senior management positions in the Aerospace industry. He began his career at General Electric Corporation and rose to senior management in its jet engine manufacturing operations. Mr. Brand is a graduate of Clarkson University, with advanced degrees and certificates from Xavier University and the Wharton School.
Item 7.01 Regulation FD Disclosure
On March 3, 2017, the Company issued a press release announcing the resignation of Daniel R. Godin, which is attached hereto as Exhibit 99.1.
The information in Exhibit 99.1 shall not be deemed as “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (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 of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 9.01 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 | Press release issued by Air Industries Group on March 3, 2017 announcing the resignation of Daniel R. Godin as President and CEO. |
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: March 3, 2017
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AIR INDUSTRIES GROUP
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By:
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/s/ Michael Recca
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Michael Recca
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Chief Financial Officer
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Exhibit 99.1
Air Industries Group (the "Company" or "Air Industries") Announces Resignation of Daniel R. Godin as Chief Executive Officer. Peter Rettaliata and Michael Brand will act as Interim CEO and COO respectively.
GlobeNewswire•March 3, 2017
HAUPPAUGE, N.Y., March 03, 2017 (GLOBE NEWSWIRE) -- Air Industries Group (NYSE MKT:AIRI), an integrated manufacturer of precision equipment assemblies and components for leading aerospace and defense prime contractors, announced today that Daniel R. Godin has resigned as Chief Executive Officer.
Mr. Godin will remain with the Company until March 24th to assist in the transition. Effective immediately, Peter Rettaliata will assume responsibility as Acting CEO and Michael Brand will assume responsibility as Chief Operating Officer. Mr. Rettaliata and Mr. Brand currently serve as Directors of the Company, and Mr. Rettaliata previously served as CEO until December 2014.
Peter D. Rettaliata served as Air Industries President and Chief Executive Officer for nearly 20 years. Prior to Air Industries, Mr. Rettaliata was with Grumman Aerospace Corporation for twenty-two years and was the Senior Procurement Officer. Professionally, Mr. Rettaliata has served as the Chairman of "ADDAPT", an organization of regional aerospace companies, as a member of the Board of Governors of the Aerospace Industries Association, and as a member of the Executive Committee of the AIA Supplier Council.
Michael Brand was the President of Goodrich Landing Gear, a unit of Goodrich Corporation, from July 2005 to June 2010, and then Goodrich Corporate VP of 787 Entry into Service. Prior to joining Goodrich for over 25 years, he held senior management positions in the Aerospace industry. He began his career at General Electric Corporation and rose to senior management in its jet engine manufacturing operations.
Mr. Michael Taglich, Chairman of the Board of Air Industries commented: “The Board of Directors and all of Air Industries thanks Dan Godin for his efforts and wishes him success in his future endeavors. I am very confident that Peter Rettaliata and Michael Brand, who each have deep understanding of Air Industries and extensive Aerospace industry experience, will successfully lead the Company during this period. We are also encouraged by our revenue results for the first two months of this year.”
ABOUT AIR INDUSTRIES GROUP
Air Industries Group (AIRI) is an integrated manufacturer of precision equipment assemblies and components for leading aerospace and defense prime contractors. Air Industries operates in three segments: Complex Machining of aircraft landing gear and flight controls, Aerostructures & Electronics, and Turbine & Engine products.
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, cost cutting measures, 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:
Contact Information
Air Industries Group
631.881.4913
ir@airindustriesgroup.com