-----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, Tqhkm3qSprw8aqJ7ug1FOW2EJaUhvDjtcKw8raOyW0dFHghOUeHn9U+VBpsw6owf 2H1Z4OdgdTdPmdjIVt+/6w== 0001336618-06-000040.txt : 20060203 0001336618-06-000040.hdr.sgml : 20060203 20060202173929 ACCESSION NUMBER: 0001336618-06-000040 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060202 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060203 DATE AS OF CHANGE: 20060202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADDVANTAGE TECHNOLOGIES GROUP INC CENTRAL INDEX KEY: 0000874292 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DURABLE GOODS [5000] 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: 06574771 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 r8kpressrelease020206.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) February 2, 2006 ADDVANTAGE TECHNOLOGIES GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) Oklahoma (State or Other Jurisdiction of Incorporation) 1-10799 73-1351610 (Commission File Number) (IRS Employer Identification No.) 1605 E. Iola, Broken Arrow, Oklahoma 74012 (Address of Principal Executive Offices) (Zip Code) (918) 251-9121 (Registrants Telephone Number, Including Area Code) Not Applicable (Former Name or Former Address, 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 (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 7.01 Regulation FD Disclosure On February 2, 2006, ADDvantage Technologies Group, Inc. (the "Company") issued a press release announcing that Barron Partners LP, has exercised all of it's options to purchase three million shares of the Company's common stock from the Company's majority shareholders. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits (c) Exhibits. The following exhibit is furnished herewith: 99.1 Press Release dated February 2, 2006, issued by the Company. 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. Date: February 2, 2006 By: /s/ Ken Chymiak ----------------------------------- Ken Chymiak President and Chief Executive Officer Exhibit Index Exhibit Number Description 99.1 Press Release dated February 2, 2006, issued by the Company EX-99 2 r8k20060202ex991.txt PRESS RELEASE EXHIBIT 99.1 Exhibit 99.1 ADDvantage Technologies Group Majority Shareholders Complete Stock Sales to Barron Partners Public Float Increased by 3.5 Million Shares Without the Issuance of New Shares BROKEN ARROW, Okla., February 2, 2006 --ADDvantage Technologies Group, Inc. (AMEX: AEY), announced today that Barron Partners LP, a private investment partnership, has exercised all of its options to purchase three million shares of the Company's common stock from the Company's majority shareholders, David Chymiak, Chairman of the Board, and Ken Chymiak, President and Chief Executive Officer. The options were exercised in accordance with a stock purchase agreement previously announced on September 29, 2004, pursuant to which Barron Partners purchased 500,000 shares of the Company's common stock, and three separate options to purchase an additional three million shares. Barron Partners exercised the options over 15 months. Pursuant to the stock purchase agreement, the Company filed and had declared effective a registration statement covering the resales of the shares Barron Partner received under the agreement. With the completion of this exercise, Barron Partners no longer owns an option to purchase additional Advantage Technologies shares. Together, David and Ken & Susan Chymiak currently hold approximately 44% of the total shares outstanding, down from the approximately 79% of the total shares outstanding they owned prior to the agreement. About ADDvantage Technologies Group ADDvantage Technologies Group, Inc. supplies the cable television (CATV) industry with a comprehensive line of system-critical network equipment and hardware, and nationwide technical repair through its subsidiaries, Tulsat, Tulsat-Nebraska, NCS Industries, ComTech Services, Tulsat-Texas, Tulsat-Atlanta and Jones Broadband International. The products ADDvantage offers are used to acquire, distribute, and protect the broad range of communications signals carried on fiber optic, coaxial cable and wireless distribution systems. These products are sold to customers in the CATV industry who provide an array of communications services, including television, high-speed data (Internet) and telephony, to single-family homes, apartments and institutions such as hospitals, prisons, universities, schools, cruise ships and others. For more information, please visit the corporate web site at www.addvantagetech.com. 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. For further information: KCSA Worldwide Company Contact: Michael Cimini / Garth Russell Ken Chymiak (9l8) 25l-2887 (212) 896-1233 / (212) 896-1250 David Chymiak (9l8) 25l-2887 mcimini@kcsa.com / grussell@kcsa.com -----END PRIVACY-ENHANCED MESSAGE-----