SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
August 2, 2007
AIR INDUSTRIES GROUP, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 000-29245 20-4458244
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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
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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 1.01. Entry into a Material Definitive Agreement.
As previously reported, on March 9, 2007, we, Air Industries Group, Inc. (then
known as Gales Industries Incorporated), entered into a Stock Purchase Agreement
(the "Purchase Agreement") with John Gantt and Lugenia Gantt, the shareholders
(the "Shareholders") of Welding Metallurgy, Inc., a New York corporation
("Welding Metallurgy"). Pursuant to the Purchase Agreement, on the Closing Date,
subject to the satisfaction of various terms and conditions, we will acquire
from the Shareholders all of the issued and outstanding capital stock of Welding
Metallurgy.
On August 2, 2007, we entered into an amendment to the Purchase Agreement. The
closing of the Purchase Agreement (the "Closing") is scheduled to occur in early
August 2007 or on such other date as the Company and the Shareholders may agree
(the "Closing Date"). The purchase price for the shares is $6,050,000, subject
to adjustment for working capital, payable in a combination of cash, a secured
promissory note (the "Note") and shares of the Company's common stock (the
"Purchase Price Shares").
We intend to finance the cash portion of the purchase price through a junior
loan facility with Steel City Capital Funding LLC. Under the credit facility,
Steel City will provide us with up to $4,500,000 to finance the acquisition of
Welding Metallurgy. Repayment of amounts borrowed under this credit facility
will be junior and subordinate to amounts payable to PNC Bank under our existing
credit facility. Although we are highly confident that we will obtain the
necessary financing to enable us to purchase the shares by the intended Closing
Date, we are unable to assure you that we will be able to obtain the required
financing.
The Note will have a term of three years commencing on the Closing Date, accrue
interest at 7% per annum and contain other customary terms and conditions. The
amount of Purchase Price Shares to be issued to the Shareholders is equal to
$550,000 divided by 90% of the average closing price of our common stock during
the 20 trading days immediately preceding the Closing Date.
Concurrent with the Closing, we will enter into a consulting agreement with John
Gantt. The consulting agreement will provide for an initial term of six months,
subject to extension for an additional three months upon mutual agreement of the
parties, with compensation of $30,000 per month, a covenant not to compete with
us and Welding Metallurgy for a period of five years, and will contain other
customary terms and provisions.
The foregoing summary is subject to, and qualified in its entirety by, the terms
of the Stock Purchase Agreement, as amended. The amendment to the Stock Purchase
Agreement is attached hereto as Exhibit 10.1. The terms of the Stock Purchase
Agreement, as amended, are incorporated herein by reference.
EXHIBITS
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10.1 Amendment No 1. to Stock Purchase Agreement, dated August 2, 2007, between
Air Industries Group, Inc. and John Gantt and Lugenia Gantt, the Shareholders of
Welding Metallurgy, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this amendment to its Current Report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: August 2, 2007
AIR INDUSTRIES GROUP, INC.
By: /s/ Louis A. Giusto
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Louis A. Giusto
Vice Chairman, Chief Financial
Officer and Treasurer
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EXHIBIT INDEX
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10.1 Amendment No. 1 to Stock Purchase Agreement, dated August 2, 2007, between
Air Industries Group, Inc. and John Gantt and Lugenia Gantt, the Shareholders of
Welding Metallurgy, Inc.
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AMENDMENT NO. 1 TO
STOCK PURCHASE AGREEMENT
This AMENDMENT NO.1 to STOCK PURCHASE AGREEMENT is entered into as of
August 2 , 2007 (the "Amended Agreement") by AIR INDUSTRIES GROUP, INC.
(formerly known as GALES INDUSTRIES INCORPORATED), a Delaware corporation (the
"Buyer"), and JOHN GANTT AND LUGENIA GANTT, the shareholders (each a
"Shareholder," collectively, the "Shareholders") of WELDING METALLURGY, INC., a
New York corporation (the "Company").
RECITALS
WHEREAS, the parties entered into a Stock Purchase Agreement dated as of
March 9, 2007 (the "Agreement") under which the Shareholders agreed to sell to
Buyer, and the Buyer agreed to purchase from the Shareholders, on the terms and
subject to the conditions set forth in the Agreement, one hundred (100) shares
of common stock, no par value, of the Company (the "Shares"), which constitute
one hundred percent (100%) of the issued and outstanding shares of capital stock
of the Company; and
WHEREAS, the parties, intending to be legally bound, desire to amend
certain provisions of the Agreement in the manner stated in this Amendment to
the Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties, hereby agree as
follows:
1. Definitions. Capitalized terms used, but not defined, in this Amendment shall
have the meanings ascribed to those terms in the Agreement.
2. Purchase Price. Subsection (a) of Section 2.3 of the Agreement ("Purchase
Price") is hereby amended and restated in its entirety to read as follows:
"Section 2.3. Purchase Price.
(a) Subject to adjustment in accordance with subparagraphs (b) and (c) of
Section 2.3 of the Agreement, the consideration payable by the Buyer to the
Shareholders for the Shares (the "Purchase Price") shall be (i) three million
five hundred thousand dollars ($3,500,000) in cash or readily available fimds
payable at the Closing; (ii) two-million dollars ($2,000,000) to be paid in
accordance with a secured promissory note dated the Closing Date, substantially
in the form of Exhibit A hereto (the "Note"), of which $500,000 shall be due on
the first anniversary of the Closing Date and $1,500,000, together with interest
accrued thereon, shall be payable in twelve equal quarterly installments of
principal and interest commencing at the end of the fifteenth month after the
Closing Date; and (iii) the Purchase Price Shares (as defined below). Amounts
due under the Note shall not bear interest until the first anniversary of the
Closing date and thereafter shall bear interest at the rate of 7% per annum.
Payment of the amounts due under the Note shall be secured by a pledge of the
Shares evidenced by a Pledge Agreement. The
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Shareholders acknowledge that the lien created by the Pledge shall be second to
the lien securing the Senior Indebtedness, as such term is defined in the Note.
Unless jointly directed otherwise by the Shareholders, the Buyer shall pay
one-half of each form of the consideration to each Shareholder.
The number of the "Purchase Price Shares" shall be equal to the result obtained
by dividing $550,000 by nine-tenths of the average closing price of the Buyer's
Common Stock (the "Deemed Market Price") as quoted by the OTC Bulletin Board
during the 20 trading days immediately preceding the Closing Date."
3. Financial Statements. Section 4.9 of the Agreement ("Financial Statements"),
hereby amended in its entirety to read as follows:
Section 4.9 Financial Statements
Copies of the unaudited Balance Sheets and Income Statements of the
Company as of, and for the fiscal years ended, December 31, 2006 ("FY'06") and
December 31, 2005 ("FY '05") (the "Financial Statements") have been made
available to the Buyer and have been prepared from the books and records of the
Company on a consistent basis. December 31, 2006 is referred to herein as the
"Cutoff Date." The Company's Sales for FY '06 and FY '05 were no less than
$4,400,000 and $5,200,000, respectively, the Company's Distributions for FY '06
and FY '05 were no less than $972,000 and $2,500,000, respectively and the wages
and salaries paid to members of the Gantt family by the Company for FY '06 and
FY `05 were no less than $1,200,000 and $847,000, respectively.
4. Assignment; Delegation . Section 12.4 of the Agreement ("Assignment;
Delegation") is hereby amended in its entirety to read as follows: "Section
12.4. Assignment; Delegation.
No party to this Agreement may assign its rights or delegate its
obligations hereunder without the prior written consent of all of the other
parties; provided, however, that at Closing Buyer may assign this Agreement to
an entity in which Buyer directly or through one or more intermediary entities
holds and continues to hold a greater than ninety percent (90%) equity interest,
without the prior written consent of the Company and the Shareholders, provided,
however, Buyer shall remain liable for the performance of its obligations under
this Agreement. My assignment or delegation in violation of this Section 12.4
shall be null and void."
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
representatives to execute and deliver this Agreement as of the first date
written above.
AIR INDUSTRIES GROUP, INC.
By: /s/ Louis A. Giusto
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Louis A. Giusto
Vice Chairman, Chief Financial Officer
and Treasurer
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/s/ LUGENIA GANTT
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LUGENIA GANTT
/s/ JOHN GANTT
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JOHN GANTT
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