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):
June 26, 2007
AIR INDUSTRIES GROUP, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 000-29245 65-0452156
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State of Commission IRS Employer
Incorporation File Number I.D. Number
1479 NORTH CLINTON AVENUE, BAY SHORE, NY 11706
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Address of principal executive offices
Registrant's telephone number: (631) 968-5000
Gales Industries Incorporated
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(Former Name or Former Address, if Changed Since Last Report)
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):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.03. AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS
On June 26, 2007, we changed our name from Gales Industries Incorporated
to Air Industries Group, Inc., by filing a Certificate of Amendment of
Certificate of Incorporation with the Secretary of State of Delaware. Except for
the change in our name, the Certificate of Amendment of Certificate of
Incorporation did not alter any other provision of our Certificate of
Incorporation. Our Board of Directors and shareholders approved our name change.
Our shareholders may continue to make sales or transfers using stock
certificates which have our old name imprinted on them.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
EXHIBIT NO.
3.1 Registrant's Certificate of Amendment of Certificate of
Incorporation.
99.1 Press Release dated June 27, 2007 announcing name change from
Gales Industries Incorporated to Air Industries Group, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: July 2, 2007
AIR INDUSTRIES GROUP, INC.
By: /s/ PETER RETTALIATA
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Peter Rettaliata, Chief Executive Officer
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EXHIBIT INDEX
Exhibit 3.1 Registrant's Certificate of Amendment of Certificate of
Incorporation.
Exhibit 99.1 Press Release dated June 27, 2007 announcing name change from
Gales Industries Incorporated to Air Industries Group, Inc.
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
GALES INDUSTRIES INCORPORATED
_____________________________________________________________________
It is hereby certified that:
1. The name of the corporation is Gales Industries Incorporated (the
"Corporation").
2. The certificate of incorporation of the Corporation is hereby amended by
striking out Article FIRST in its entirety and substituting in lieu of
said Article the following new Article FIRST:
"FIRST: The name of the corporation is Air Industries Group, Inc.
(the "Corporation")."
3. The amendment of the certificate of incorporation has been duly adopted in
accordance with the provisions of Sections 228 and 242 of the General
Corporation Law of the State of Delaware.
Signed on June 26th, 2007
/s/ PETER D. RETTALIATA
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Peter D. Rettaliata, President
Exhibit 99.1
FOR IMMEDIATE RELEASE
Gales Industries Announces Name Change to Air Industries Group
BAY SHORE, NY - June 27, 2007 -- Gales Industries Incorporated (OTCBB: GLDS)
today announced that its name has been changed to Air Industries Group,
Incorporated. The name "Air Industries" was selected because of the strong brand
recognition enjoyed by the Company's first operating subsidiary, Air Industries
Machining Corp., within the aerospace industry. The Company's Board of Directors
believes that the new name better conveys the reputation for engineering and
manufacturing excellence built by the Company over almost four decades of
service to many of the world's preeminent aerospace companies. The name change
was ratified by a shareholder vote and is effective immediately.
"Our name Air Industries Group, Inc. better characterizes the Company's
successful expansion through acquisitions, consolidation and internal growth
strategies," said Peter Rettaliata, Chief Executive Officer of Air Industries
Group Incorporated. "The name change is accompanied by a recently launched
branding campaign that has generated a new logo for the parent company as well
as new logos and other initiatives for the Company's subsidiaries. Shortly, we
will be introducing a new website for the parent company which can be accessed
by customers, business partners, investors and other interested parties to learn
about the broadening scope of Air Industries."
Air Industries Group employs over 200 people in its two operating subsidiaries,
located in various sites on Long Island.
ABOUT AIR INDUSTRIES GROUP INCORPORATED
Air Industries Group Incorporated (OTCBB: GLDS) (formerly Gales Industries) is a
holding company established to consolidate manufacturers, engineering
integrators and specialized service providers to the aerospace/defense and
commercial aviation industries. The Company is focused on flight safety and
other critical componentry. Consolidation opportunities include companies
operating within highly synergistic disciplines of manufacturing, technical
services and strategic products distribution. The Company's strategy is to
execute its consolidation principally amongst middle market aerospace/defense
subcontractors. Air Industries Group offers a tailored exit strategy or
management continuity strategy in exchange for qualified acquisitions, and
targets technically superior organizations with revenues of up to $100 million
annually. Information on the Company and its products may be found online at
WWW.AIRINDMC.COM.
# # #
Certain matters discussed in this press release are 'forward-looking statements'
intended to qualify for the safe harbors from liability established by the
Private Securities Litigation Reform Act of 1995. In particular, the Company's
statements regarding trends in the marketplace, firm backlog, projected backlog,
potential future results and acquisitions, are examples of such forward-looking
statements. The forward-looking statements include risks and uncertainties,
including, but not limited to, the timing of projects due to the variability in
size, scope and duration of projects, estimates, projections and forecasts made
by management with respect to the Company's critical accounting policies, firm
backlog, projected backlog, regulatory delays, government funding and budgets,
matters pertaining to potential and pending acquisitions subject to and after
closings, and other factors, including results of financial audits and general
economic conditions, not within the Company's control. Certain of the Company's
forward looking statements, with the projected backlog in particular, are
formulated based on management's extensive industry experience and understanding
and assessment of industry trends, customer requirements, and related government
spending. Projected backlog may be subject to variability and may increase or
decrease at any time based on a variety of factors, including but not limited to
modifications of previously released orders, acceleration of orders under
general purchase agreements, etc. 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:
Jordan M. Darrow
Darrow Associates, Inc.
631-367-1866
jdarrow@darrowir.com