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):
October 16, 2009
AIR INDUSTRIES GROUP, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 000-29245 20-4458244
State of Commission IRS Employer
Incorporation File Number I.D. Number
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):
|_| 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 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On October 16, 2009, Air Industries Group, Inc. (the "Company") filed a
Certificate of Amendment of Certificate of Designation of Series B Convertible
Preferred Stock with the Office of the Secretary of State of Delaware increasing
the number of shares of Series B Convertible Preferred Stock ("Series B
Preferred Stock") it is authorized to issue from 2,000,000 to 4,000,000 shares.
Dividends on the Series B Preferred Stock, payable quarterly at 7% per annum,
may be paid in cash or by issuing additional shares of Series B Preferred Stock.
Due to restrictions set forth in agreements with its bank lenders, the Company
has paid, and expects to continue to pay, dividends on the Series B Preferred
Stock by issuing additional shares of Series B Preferred Stock.
The amendment to the certificate of designation was approved by holders of a
majority of the outstanding shares of Series B Preferred Stock.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
- ----------- -----------
3.1 Certificate of Amendment of Certificate of Designation of
Series B Convertible Preferred Stock as filed with the Office
of the Secretary of State of Delaware on October 16, 2009.
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: October 16, 2009
AIR INDUSTRIES GROUP, INC.
By: /s/ Peter Rettaliata
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Peter Rettaliata
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
3.1 Certificate of Amendment of Certificate of Designation of
Series B Convertible Preferred Stock as filed with the Office
of the Secretary of State of Delaware on October 16, 2009.
Exhibit 3.1
Delaware
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The First State
I, JEFFREY W . BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
DESIGNATION OF "AIR INDUSTRIES GROUP, INC.", FILED IN THIS OFFICE ON THE
SIXTEENTH DAY OF OCTOBER, A.D. 2009, AT 12:32 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY
RECORDER OF DEEDS.
[SEAL SECRETARY'S OFFICE 1793 DELAWARE 1855]
4089436 8100 /s/ Jeffrey W Bullock
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090941688 Jeffrey W Bullock, Secretary of State
AUTHENTICATION: 7588721
You may verify this certificate online
at corp.delaware.gov/authver.shtml DATE : 10-16-09
State of Delaware
Secretary of State
Division of Corporations
Delivered 12:35 PM 10/16/2009
FILED 12:32 PM 10/16/2009
SRV 090941688 - 4089436 FILE
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF DESIGNATION
OF
SERIES B CONVERTIBLE PREFERRED STOCK
OF
AIR INDUSTRIES GROUP, INC.
Air Industries Group, Inc., a corporation organized and existing under the laws
of the State of Delaware (herein referred to as the "Corporation"), in
accordance with the provisions of Section 151(g) of the General Corporation Law
of the State of Delaware, does hereby certify:
A resolution providing for an amendment to the Certificate of Designation of the
Series B Convertible Preferred Stock of the Corporation was duly adopted by the
Board of Directors of the Corporation, which resolution provides as follows:
RESOLVED, that the Certificate of Designation creating the Series B Convertible
Preferred Stock of the Corporation, filed with the Delaware Secretary of State
on April 11, 2007, which authorized the issuance of two million (2,000,000)
shares of Series B Convertible Preferred Stock be amended to increase the number
of shares of Series B Convertible Preferred Stock which the Corporation is
authorized to issue to four million (4,000,000) shares by substituting the words
"four million (4,000,000) shares" for the words "two million (2,000,000) shares"
in the second line of the second paragraph thereof.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of
Certificate of Designation to be executed by its duly authorized officer this
16th day of October, 2009.
AIR INDUSTRIES GROUP, INC.
By: /s/ Peter D. Rettaliata
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Peter D. Rettaliata
President and Chief Executive Officer