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):
December 20, 2018
AIR INDUSTRIES GROUP
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 001-35927 | 80-0948413 | ||
| State of Incorporation | Commission File Number | IRS Employer I.D. Number |
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):
☐ 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01 Completion of Acquisition or Disposition of Assets.
On December 20, 2018, Air Industries Group (the “Company”) completed the sale of its Welding Metallurgy, Inc. subsidiary to CPI Aerostructures, Inc. (“CPI”) for a purchase price of $9,000,000, subject to a working capital adjustment, and entered into a stipulation terminating the litigation with CPI.
Item 7.01 Regulation FD Disclosure.
On December 20, 2018, the Company issued a press release announcing the sale of its Welding Metallurgy, Inc. subsidiary to CPI Aerostructures, Inc. A copy of the press release is attached hereto as Exhibit 99.1.
The information contained in the press release is being furnished and shall not be deemed “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 such information be deemed 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 filing.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits:
| Exhibit | Description | |
| 99.1 | Press Release issued by Air Industries Group issued December 20, 2018. |
| 1 |
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: December 21, 2018 | AIR INDUSTRIES GROUP | |
| By: | /s/ Michael Recca | |
| Michael Recca | ||
| Chief Financial Officer | ||
2
Exhibit 99.1
December 20, 2018: 4:30 pm EST
Air Industries Group Completes Sale of Welding Metallurgy Inc. to CPI Aerostructures
Transaction reduces debt and re-focuses Air Industries on Core Competencies
Hauppauge, NY -- (Globe Newswire) – December 20, 2018 – Air Industries Group (NYSE AMEX: AIRI) Air Industries Group (“Air Industries” or the “Company”), an integrated manufacturer of precision equipment assemblies and components for leading aerospace and defense prime contractors, is pleased to announce that it has completed the sale of its Welding Metallurgy subsidiary to CPI Aerostructures, Inc.
Mr. Lou Melluzzo, CEO, of Air Industries commented: “The sale of Welding Metallurgy represents a capstone in our 2018 objectives for Air Industries Group. We began the year with a plan to simplify our operations and focus on our core competencies, the machining and assembly of complex components for the Aerospace industry. To accomplish this we divested Welding Metallurgy, and consolidated two of our Long Island sites reducing costs, increasing efficiency. The sale has reduced bank debt by roughly twenty five percent. In the coming months, we will also be consolidating our corporate office into our Bay Shore facility, further reducing overhead. All these efforts, most now complete, will enhance our performance and profitability.
“We wish CPI the best of luck with the acquisition of Welding Metallurgy.”
ABOUT AIR INDUSTRIES GROUP
Air Industries Group (AIRI) is an integrated manufacturer of complex machined products including landing gear, flight control, and jet turbine components for leading aerospace and defense prime contractors.
FORWARD LOOKING STATEMENTS
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, future revenues, earnings and Adjusted EBITDA, 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 Information
Air Industries Group
631.881.4913
ir@airindustriesgroup.com