UNITED STATES
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 10, 2019
Air T, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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001-35476 |
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52-1206400 |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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5930 Balsom Ridge Road Denver, North Carolina 28037 |
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(Address of Principal Executive Offices) (Zip Code) |
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(828) 464-8741 |
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(Registrant’s Telephone Number, Including Area Code) |
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Not Applicable |
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(Former name or former address, if changed from 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):
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock |
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AIRT |
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NASDAQ Global Market |
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Alpha Income Preferred Securities (also referred to as 8% Cumulative Capital Securities) (“AIP”) |
AIRTP |
NASDAQ Global Market |
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Warrants to purchase AIP |
AIRTW |
NASDAQ Global Market |
Item 7.01 Regulation FD Disclosure
On June 10, 2019, Air T, Inc. announced the distribution date and ratios for its distribution of Alpha Income Preferred Securities (also referred to as 8% Cumulative Capital Securities) (“AIP”) and warrants to purchase additional AIP to holders of its common stock, as well as a 50% stock dividend. The press release is filed as Exhibit 99.1 to this report and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit No. |
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Description |
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99.1 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated: June 10, 2019 |
AIR T, INC. |
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By: |
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/s/ Nick Swenson |
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Name: |
Nick Swenson |
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Title: |
Chief Executive Officer |
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AIR T, INC.
CURRENT REPORT ON FORM 8-K
EXHIBIT INDEX
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Exhibit No. |
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Description |
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Method of Filing |
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99.1 |
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Press Release Dated June 10, 2019 |
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Filed electronically herewith |
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Exhibit 99.1
Air T, Inc. Announces Final Distribution Date and Ratios for Alpha Income Preferred Securities and Warrants and 50% Common Stock Dividend
by AIRT | June 10, 2019 | Press Release
DENVER, N.C., June 10, 2019 — Air T, Inc. (NASDAQ: AIRT) ("Air T") announced today the final distribution date and distribution ratios for its previously announced issuance and distribution of (1) $4 million in face value of Alpha Income Preferred (AIP), a new 8% fixed income trust preferred security, and (2) warrants to purchase up to an additional $21 million in face value of AIP at an exercise price equal to 96% of face value. The distribution date will be Monday, June 10, 2019, and the AIP and warrants will be distributed pro rata to existing holders of Air T common stock as of the Record Date of June 4, 2019. For each share of Air T common stock held on the Record Date, Air T will distribute 0.792161 shares of AIP and 4.158844 warrants. Also on June 10, 2019, Air T is effecting a 50% common stock dividend (equivalent to a three-for-two stock split) to holders of the common stock as of the Record Date.
The AIP (symbol “AIRTP”) and the warrants (symbol “AIRTW”) will trade on the NASDAQ Global Market on a when issued basis on Monday, June 10, 2019 and will trade regular way commencing on Tuesday, June 11, 2019. Air T’s common stock, which has been trading on the NASDAQ Capital Market, is changing its listing to the NASDAQ Global Market effective on Monday, June 10, 2019. The common stock will continue to trade under the symbol “AIRT.” Commencing on June 11, 2019, the common stock will trade ex dividend.
The offering of AIP upon exercise of the Warrants will be made only by means of a prospectus. Copies of the final prospectus relating to the offering, which is included in Air T’s registration statement on Form S-1 (File Nos. 333-228485 and 333-228485-01) may be obtained for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus, when available, may be obtained for free from Katrina Philp, Chief of Staff, Air T, Inc., telephone (612) 405-5896, email kphilp@airt.net.
ABOUT AIR T, INC.
Established in 1980, AIR T, INC. is a powerful portfolio of businesses and financial assets, each of which operate independently yet interrelatedly. The Company’s four core segments are: overnight air cargo, aviation ground support equipment manufacturing, aviation ground support maintenance services, and commercial aircraft asset management and logistics. Our ownership interests are designed to expand, strengthen and diversify AIR T, INC.’s cash earnings power. Our goal is to build on AIR T, INC.’s core businesses, and when appropriate, to expand into adjacent and other industries that we believe fit into the AIR T, INC. portfolio.
Forward-Looking Statements
Statements in this press release, which contain more than historical information, may be considered forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), which are subject to risks and uncertainties. Actual results may differ materially from those expressed in the forward-looking statements because of important potential risks and uncertainties, including, but not limited to, the risk that contracts with major customers will be terminated or not extended, future economic conditions and their impact on the Company’s customers, the Company’s ability to recover on its investments, including its investments in Delphax and other recently acquired companies, the timing and amounts of future orders under the Company’s Global Ground Support subsidiary’s contract with the United States Air Force, and risks and uncertainties related to business acquisitions, including the ability to successfully achieve the anticipated benefits of the acquisitions, inflation rates, competition, changes in technology or government regulation, information technology disruptions, and the impact of future terrorist activities in the United States and abroad. A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and those future events or circumstances may not occur. The Company is under no obligation, and it expressly disclaims any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.
SOURCE Air T, Inc.
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