-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FuF6vfnafIJBl1LeQyyH6sFrffsPcXUSm/uP1DiLXoiIED/nzR5vPm+aw9fbXxT8 D5OdLGHIIi+P94HYR67LKg== 0001144204-09-029908.txt : 20090528 0001144204-09-029908.hdr.sgml : 20090528 20090528172923 ACCESSION NUMBER: 0001144204-09-029908 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090521 ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090528 DATE AS OF CHANGE: 20090528 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AEROSONIC CORP /DE/ CENTRAL INDEX KEY: 0000109471 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 741668471 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11750 FILM NUMBER: 09858346 BUSINESS ADDRESS: STREET 1: 1212 N HERCULES AVE CITY: CLEARWATER STATE: FL ZIP: 33765 BUSINESS PHONE: 727-461-3000 MAIL ADDRESS: STREET 1: 1212 N HERCULES AVE CITY: CLEARWATER STATE: FL ZIP: 33765 8-K 1 v151049_8k.htm
 
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): May 21, 2009
 
AEROSONIC CORPORATION
 (Exact name of registrant as specified in its charter)

Delaware
1-11750
74-1668471
State or other jurisdiction of incorporation or organization
(Commission File Number)
(I.R.S. Employer Identification No.)
 
1212 North Hercules Avenue
Clearwater, Florida 33765
 (Address of principal executive offices and Zip Code)
 
(727) 461-3000
 (Registrant’s telephone number, including Area Code)
 
Not applicable
 (Former name, former address and former fiscal year, 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:

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 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
 
On May 21, 2009, Aerosonic Corporation (“Aerosonic”) borrowed an aggregate principal amount of $800,000 upon a cash draw down under each of the three unsecured loan agreements (each, a “Loan Agreement” and together, the “Loan Agreements”) entered into by Aerosonic on May 14, 2009 with three separate investors (the “Investors”). For a description of the transactions and copies of the Loan Agreements, please refer to Aerosonic’s Form 8-K filed with the U.S. Securities and Exchange Commission on May 20, 2009, which is hereby incorporated by reference into this Item 2.03.
 
Aerosonic’s $800,000 cash draw down pursuant to the Loan Agreements was completed on a pro rata basis as follows:
 
 
·
$400,000 cash draw down under the Loan Agreement by and between Aerosonic and its wholly-owned subsidiaries, Avionics Specialties, Inc. and OP Technologies, Inc. and Bruce J. Stone, (“Stone”).  Pursuant to the terms of the Loan Agreement, Aerosonic issued 40,000 shares of Aerosonic common stock and warrants to purchase 100,000 shares of Aerosonic common stock to Stone;
 
 
·
$200,000 cash draw down under the Loan Agreement by and between Aerosonic and its wholly-owned subsidiaries, Avionics Specialties, Inc. and OP Technologies, Inc. and Redmond Family Investments, LLLP, (“Redmond”).  Pursuant to the terms of the Loan Agreement, Aerosonic issued 20,000 shares of Aerosonic common stock and warrants to purchase 50,000 shares of Aerosonic common stock to Redmond; and
 
 
·
$200,000 cash draw down under the Loan Agreement by and between Aerosonic and its wholly-owned subsidiaries, Avionics Specialties, Inc. and OP Technologies, Inc. and Martin L. Schaffel, (“Schaffel”).  Pursuant to the terms of the Loan Agreement, Aerosonic issued 20,000 shares of Aerosonic common stock and warrants to purchase 50,000 shares of Aerosonic common stock to Schaffel.
 
The warrants (5-year term from April 10, 2010) issued to the Investors pursuant to the $800,000 draw down are exercisable at any time during the period after May 21, 2010 and before the expiration date.  Aerosonic’s Additional Listing Application relating to the Aerosonic common stock issued or that may be issued pursuant to the Loan Agreements, including the shares of Aerosonic common stock issued or that may be issued pursuant to the $800,000 draw down, was approved by NYSE Amex on May 21, 2009.

The shares of Aerosonic common stock issued or that may be issued in connection with the $800,000 cash draw down were not registered under the Securities Act of 1933 (the “Securities Act”) and therefore, are or will be “restricted securities” as that term is defined in Rule 144 under the Securities Act.  Accordingly, the restricted securities may not be resold except pursuant to a transaction registered under the Securities Act or exempt from registration under the Securities Act, such as a transaction that complies with Rule 144 under the Securities Act.
 
A copy of the press release announcing the $800,000 cash draw down pursuant to the Loan Agreements is attached as Exhibit 99.1.
 

 
(d)
 
Exhibits  
       
    99.1 Press Release of Aerosonic dated May 28, 2009, announcing its $800,000 cash draw down pursuant to the Loan Agreements


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.
     
     
  AEROSONIC CORPORATION  
       
Dated: May  28, 2009
By:
/s/ Douglas J. Hillman  
   
Douglas J. Hillman        
President and Chief Executive Officer
 
       
       
 


EXHIBIT INDEX

Exhibit Number
Description
 
Exhibit 99.1
Press Release of Aerosonic dated May 28, 2009, announcing its $800,000 cash draw down pursuant to the Loan Agreements
 
EX-99.1 2 v151049_ex99-1.htm
Exhibit 99.1
 
Contact
Mark P. Perkins
727-461-3000

For Immediate Release

Aerosonic Borrows $800,000 Pursuant to Loan Agreements
 
CLEARWATER, Fla. – May 28, 2009 - Aerosonic Corporation (NYSE Amex: AIM), a leading supplier of precision flight products for commercial, business and military aircraft, announced today that on May 21, 2009, the company borrowed an aggregate principal amount of $800,000 upon a cash draw down under each of the three unsecured loan agreements (each, a “Loan Agreement” and together, the “Loan Agreements”) entered into by the Corporation on May 14, 2009 with three Aerosonic stockholders, Bruce J. Stone, Redmond Family Investments, LLLP and Martin L. Schaffel (the “Investors”).  Pursuant to the terms of the Loan Agreements, Aerosonic issued an aggregate of 80,000 shares of Aerosonic common stock and warrants to purchase 200,000 shares of Aerosonic common stock to the Investors.  All shares of Aerosonic common stock issued in connection with the draw down under the Loan Agreements or that may be issued upon exercise of the warrants have not been registered under the Securities Act of 1933 and will be eligible to be sold pursuant to Rule 144.  Additional terms of the $800,000 draw down under the Loan Agreements can be found in the company’s Current Report on Form 8-K filed today with the Securities and Exchange Commission.
 
Aerosonic Corporation, headquartered in Clearwater, Florida, is principally engaged in the manufacture of aviation products.  Locations of the Company include Clearwater, Florida and Earlysville, Virginia.  For additional information, visit the Company’s website at www.aerosonic.com.
 
 This document contains statements that constitute "forward-looking" statements within the meaning of the Securities Act of 1933 and the Securities Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. "Forward-looking" statements contained in this document include the intent, belief or current expectations of the Company and its senior management team with respect to future actions by officers and directors of the Company, prospects of the Company's operations, profits from future operations, overall future business prospects and long term stockholder value, as well as the assumptions upon which such statements are based.
 
 Investors are cautioned that any such forward-looking statements are not guarantees of future performance, and that actual results may differ materially from those contemplated by such forward-looking statements. Important factors that could cause actual results to differ materially from those contemplated by the forward-looking statements in this document include, but are not limited to, adverse developments involving operations of the Company's business units, failure to meet operating objectives or to execute the business plan, and the failure to reach revenue or profit projections. The Company undertakes no obligation to update or revise the forward-looking statements contained in this document to reflect changed assumptions, the occurrence of unanticipated events, or changes to future operating results over time.
 

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