-----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, I7O3VtKtP6cGJmZlGQ2P6S5icg3OHRYltM9p5uhgI2Z6hGmfXGyzUWncw2/jM3RO mWlROBVGXChj6kzS7DZCzQ== 0001096802-04-000003.txt : 20040930 0001096802-04-000003.hdr.sgml : 20040930 20040930170734 ACCESSION NUMBER: 0001096802-04-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040930 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040930 DATE AS OF CHANGE: 20040930 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADDVANTAGE TECHNOLOGIES GROUP INC CENTRAL INDEX KEY: 0000874292 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES [5040] IRS NUMBER: 731351610 STATE OF INCORPORATION: OK FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10799 FILM NUMBER: 041055845 BUSINESS ADDRESS: STREET 1: 1605 EAST JOLA CITY: BROKEN ARROW STATE: OK ZIP: 74012 BUSINESS PHONE: 9182519121 MAIL ADDRESS: STREET 1: 1605 E IOLA CITY: BROKEN ARROW STATE: OK ZIP: 74012 FORMER COMPANY: FORMER CONFORMED NAME: ADDVANTAGE MEDIA GROUP INC /OK DATE OF NAME CHANGE: 19930328 8-K 1 r8kpressrelease93004.txt FORM 8-K 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): September 29, 2004 ADDVANTAGE TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Oklahoma 1-10799 73-1351610 (State or other jurisdiction (Commission (IRS Employer of incorporated) File Number) Identification No.) 1605 E. Iola Broken Arrow, Oklahoma 74012 (Address of principal executive office) (Zip Code) (918) 251-9121 (Registrant's telephone number, including area code) 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: [ ] 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 7.01. Regulation FD Disclosure On September 30, 2004, ADDvantage Technologies Group, Inc. issued a press release announcing the redemption of its convertible preferred shares financed by a new credit agreement with its bank. A copy of the press release is furnished as an exhibit to this report. Item 9.01. Financial Statements and Exhibits (c) Exhibits 99.1 Press Release Reporting Redemption of Convertible Preferred Shares 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. ADDVANTAGE TECHNOLOGIES GROUP, INC. Dated: September 30, 2004 /s/ Dee Cooper ------------------------------ By: Dee Cooper Its: Controller EX-99 2 r8k93004ex991.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 ADDVANTAGE TECHNOLOGIES GROUP, INC. ANNOUNCES RESTRUCTURING AND REDEMPTION OF CONVERTIBLE PREFERRED SHARES Broken Arrow, Oklahoma, September 30, 2004--ADDvantage Technologies Group, Inc. (AMEX:AEY) announced today that it would redeem all of the outstanding shares of its Series A 5% Cumulative Convertible Preferred Stock at its aggregate stated value of $8,000,000. The Company will finance the redemption with a new credit agreement from its bank which includes a Revolving Credit Commitment in the amount of $7,000,000 and a Term Loan Commitment in the amount of $8,000,000. The proceeds of the Term Loan will be used to redeem the Series A Preferred Stock. All of the outstanding shares of Series A Preferred Stock are held beneficially by David Chymiak, Chairman of the Board and of the Company, and Kenneth Chymiak, President and Chief Executive Officer of the Company. Ken Chymiak, President and CEO of ADDvantage, said "Management and the independent directors have determined that it would be advantageous for the Company to redeem the outstanding shares of the Series A Preferred because the dividends payable on the Series A Preferred Stock are not deductible for federal and state income tax purposes and because the potential convertibility features of the Series A Preferred Stock could be creating a market overhang of common stock which could be restricting the desirability of the Company's common stock as an investment by institutional and personal investors, thereby adversely affecting the public market price of such shares. By redeeming this stock, the Company has eliminated the potential ownership dilution to the public shareholders that could have occurred upon conversion of the preferred stock." ADDVANTAGE TECHNOLOGIES GROUP, INC. (AMEX: AEY), through its subsidiaries, TULSAT,Lee Enterprise, NCS Industries, ComTech Services, TULSAT-Texas, and TULSAT-Atlanta distribute new and refurbished cable television ("CATV") equipment, and operate repair centers at each location. Tulsat is a Value Added Reseller (VAR) and a Master Distributor for Scientific-Atlanta legacy products and is a distributor for most of their other products. NCS is a VAR for Motorola broadband and transmission products and national distributor for PROMAX test equipment. The Company is also a distributor for other companies such as Blonder-Tongue, Standard Electronics, Videotek, Quintech Electronics, and Corning Gilbert, among others. In addition to selling new, excess and refurbished cable television equipment throughout North America and other regions, they operate repair centers specializing in many different Original Equipment Manufacturer (OEM) products. Tulsat is also a Third Party Authorized Repair Center for select Scientific-Atlanta products and ComTech Services is an authorized Alpha warranty repair center. For more information, please visit the corporate web site at www.addvantagetech.com or contact the Company directly at 918-251-9121. The information in this announcement may include forward-looking statements. All statements, other than statements of historical facts, which address activities, events or developments that the Company expects or anticipates will or may occur in the future, are forward-looking statements. These statements are subject to risks and uncertainties which could cause actual results and developments to differ materially from these statements. A complete discussion of these risks and uncertainties is contained in the Company's reports and documents filed from time to time with the Securities and Exchange Commission. Contact: ADDvantage Technologies Group, Inc. Broken Arrow Ken Chymiak (9l8) 25l-2887 David Chymiak (9l8) 25l-2887 Dee Cooper (9l8) 25l-9l2l -----END PRIVACY-ENHANCED MESSAGE-----