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) November 27, 2007 

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.)
1221 E. Houston, Broken Arrow Oklahoma	74012
(Address of Principal Executive Offices)	(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 (see General Instruction A.2. below):

r Written communications pursuant to Rule 425 under the Securities Exchange 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 1.01 Entry into a Material Definitive Agreement.

On November 27, 2007, ADDvantage Technologies Group, Inc. (the Company) entered into the Fourth Amendment to Revolving Credit and Term Loan Agreement with Bank of Oklahoma, N.A. The agreement is more fully described under Item 2.03 of this report.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On November 27,2007, the Company entered into the Fourth Amendment to Revolving Credit and Term Loan Agreement with its primary financial lender, Bank of Oklahoma, N.A.  The Fourth Amendment renews the $7,000,000 Revolving Line of Credit and extends the maturity date to November 30, 2010.   The Fourth Amendment also extends the maturity of and increases the $8,000,000 Term Loan Commitment to $16,300,000.

The $7,000,000 Revolving Line of Credit will continue to be used to finance the Company’s working capital requirements.  The lesser of $7,000,000 or the total of 80% of the Company’s qualified accounts receivable, and 50% of the Company’s qualified inventory, less the outstanding balances under of the term loans identified in the agreement, is available to the Company under the revolving credit facility.  The entire outstanding balance on the revolving credit facility is due on maturity.

The outstanding balance of the $8,000,000 Term Loan prior to being amended was $4,300,000.  The $12,000,000 of additional funds available under the amended $16,300,000 Term Loan were fully advanced at closing and the proceeds were used to redeem all of the issued and outstanding shares of the Company’s Series B 7% Cumulative Preferred Stock.   These shares of preferred stock were beneficially held by David A. Chymiak, Chairman of the Board of the Company, and Kenneth A. Chymiak, President and Chief Executive Officer of the Company, and his spouse.  The $16,300,000 Term Loan will mature over five years and requires quarterly principal payments of $407,500, plus accrued interest, beginning January 2008.

The Revolving Line of Credit and Term Loan Agreement also includes a Term Loan Commitment of $2,760,000.  This loan was secured to finance the purchase of the Company’s headquarters facility located in Broken Arrow, OK on November 20, 2006. The $2,760,000 Term Loan matures over 15 years and payments are due monthly at $15,334 plus accrued interest.

Interest rates on the $7,000,000 Revolving Line of Credit, the $16,300,000 Term Loan and the $2,760,000 Term Loan were also amended to accrue at a calculated rate of  1.4% plus LIBOR.   

Item 7.01 Regulation FD Disclosure.

On November 27, 2007, the Company issued a press release announcing the redemption of its Series B 7% Cumulative Preferred Stock financed by an amended Term Loan with its bank.  A copy of the press release is furnished as an exhibit to this report.

Item 9.01 Financial Statements and Exhibits.

(d)   Exhibits.

 The following exhitbit is furnished herewith:

 99.1  Press Release dated November 27, 2007, 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: November 27, 2007                                                                                                 By: /s/ Daniel E. O'Keefe   

                                                                                                                                              ;        Daniel E. O'Keefe

                                                              Chief Financial Officer

Exhibit Index: 

Exhibit Number      Description

99.1  Press Release dated November 27, 2007, issued by the Company.

EX-99.1 CHARTER

ADDvantage Technologies Group, Inc.

1221 E. Houston

Broken Arrow, Oklahoma 74012

For further information	KCSA Worldwide
Company Contact:	Lee Roth / David Burke
Ken Chymiak        (9l8) 25l-2887	(212) 896-1209 / (212) 896-1258
David Chymiak     (9l8) 25l-2887	lroth@kcsa.com / dburke@kcsa.com

ADDVANTAGE TECHNOLOGIES GROUP, INC. ANNOUNCES

    REDEMPTION OF PREFERRED SHARES

BROKEN ARROW, Oklahoma November 27, 2007 – ADDvantage Technologies Group, Inc. (NASDAQ:AEY) (the “Company”) announced today that it has redeemed  300,000 shares of its Series B 7% Cumulative Preferred Stock at its aggregate stated value of $12.0 million, plus accrued but unpaid dividends totaling $133,480, representing all of the Company’s outstanding Series B Preferred shares. The Company has financed the redemption with bank debt from its primary lender by amending and extending an existing term loan facility that currently has $4.3 million outstanding.  The new combined $16.3 million Term Debt will mature over five years and requires quarterly principal payments of $407,500, plus accrued interest, beginning January 2008. Interest on the outstanding indebtedness accrues at a rate equal to 1.4% per annum in excess to the 30day London Interbank Offered Rate (LIBOR), currently 6.18%. 

Management expects the redemption will increase earnings per share attributable to the common stockholders by approximately $0.03 cents per year as the dividends payable with respect to the Series B 7% Cumulative Preferred Stock are not deductible for federal income tax purposes, while the interst on the bank debt will be deductible.  Furthermore, the resulting impact to the Company’s cash flows from the transaction is expected to be neutral for fiscal 2008 and 2009.  The approximate $100,000 increase in the quarterly principal payments associated with the amended Term Loan is expected to be offset by the expected reduction in the amounts of  taxes paid by the Company.    All of the outstanding shares of Series B 7% Cumulative Preferred Stock were held beneficially by David Chymiak, Chairman of the Board of Directors of the Company, and Kenneth Chymiak, President and Chief Executive Officer of the Company.  

About ADDvantage Technologies Group, Inc.

ADDvantage Technologies Group, Inc. supplies the cable television (CATV) industry with a comprehensive line of new and used system-critical network equipment and hardware from leading manufacturers, including Scientific-Atlanta and Motorola, as well as operating a national network of technical repair centers.  The equipment and hardware ADDvantage distributes are used to acquire, distribute, and protect the broad range of communications signals carried on fiber optic, coaxial cable and wireless distribution systems, including television programming, high-speed data (Internet) and telephony.

ADDvantage operates through its subsidiaries, Tulsat Corporation, ADDvantage Technologies Group of Nebraska, Inc., NCS Industries, Inc., ADDvantage Technologies Group of Missouri, Inc., ADDvantage Technologies Group of Texas, Tulsat-Atlanta, LLC, Jones Broadband International, Inc. and Tulsat-Pennsylvania LLC. 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.

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