0001104659-20-108878.txt : 20200925 0001104659-20-108878.hdr.sgml : 20200925 20200925154819 ACCESSION NUMBER: 0001104659-20-108878 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200925 DATE AS OF CHANGE: 20200925 EFFECTIVENESS DATE: 20200925 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AEROCENTURY CORP CENTRAL INDEX KEY: 0001036848 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 943263974 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13387 FILM NUMBER: 201199849 BUSINESS ADDRESS: STREET 1: 1440 CHAPIN AVE STE 310 CITY: BURLINGAME STATE: CA ZIP: 94010 BUSINESS PHONE: 6503401888 MAIL ADDRESS: STREET 1: 1440 CHAPIN AVENUE SUITE 310 CITY: BURLINGAME STATE: CA ZIP: 94010 FORMER COMPANY: FORMER CONFORMED NAME: AEROMAX INC DATE OF NAME CHANGE: 19970331 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Paragon Technologies, Inc. CENTRAL INDEX KEY: 0000090045 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION, MINING & MATERIALS HANDLING MACHINERY & EQUIP [3530] IRS NUMBER: 221643428 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 101 LARRY HOLMES DRIVE, STE 500 CITY: EASTON STATE: PA ZIP: 18042 BUSINESS PHONE: 6105594015 MAIL ADDRESS: STREET 1: 101 LARRY HOLMES DRIVE, STE 500 CITY: EASTON STATE: PA ZIP: 18042 FORMER COMPANY: FORMER CONFORMED NAME: PARAGON TECHNOLOGIES INC DATE OF NAME CHANGE: 20000420 FORMER COMPANY: FORMER CONFORMED NAME: SI HANDLING SYSTEMS INC DATE OF NAME CHANGE: 19920703 DFAN14A 1 tm2031833-1_dfan14a.htm DFAN14A

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

 

 

Filed by the Registrant o

Filed by a Party other than the Registrant þ

 

Check the appropriate box:

 

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o Definitive Proxy Statement

þ Definitive Additional Materials

o Soliciting Material Pursuant to Rule 14a-12

 

AEROCENTURY CORP.

(Name of Registrant as Specified in its Charter)

 

PARAGON TECHNOLOGIES, INC. 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

þNo fee required.

 

oFee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1) Title of each class of securities to which transaction applies:
   

 

(2) Aggregate number of securities to which transaction applies:
   

 

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
   

 

(4) Proposed maximum aggregate value of transaction:
   

 

(5) Total fee paid:
   

 

o   Fee paid previously with preliminary materials.
   
o   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1) Amount Previously Paid:
   

 

(2) Form, Schedule or Registration Statement No.:
   

 

(3) Filing Party:
   

 

(4) Date Filed:
   

  

 

 

 

Paragon Technologies Terminates Discussions with AeroCentury – Cites Grave Concerns with AeroCentury’s Operations and Board’s Disingenuous Negotiations

 

ATLANTA, GA – September 25, 2020 – Paragon Technologies, Inc., one of the largest shareholders of AeroCentury Corp. (NYSE: ACY), has terminated its ongoing discussions with AeroCentury’s Board of Directors regarding the appointment of Paragon’s nominees to the Board of ACY.

 

“Paragon has always put the needs of stakeholders first and foremost in its investment activities, so we chose to proceed cooperatively and in good faith with the Board of AeroCentury to discuss our inclusion on the Board, rather than put an already decimated AeroCentury through a costly proxy campaign,” noted Sham Gad, Chairman and CEO of Paragon. “Those discussions, however, were full of phony processes and empty of any substance. The Board was not interested in what we have to offer, but instead crafted excuses about board governance and industry experience. The current directors should look in the mirror and ask themselves what their purported industry experience has provided the Company recently.”

 

Mr. Gad continues, “ACY’s second quarter results shined a glaring light as to the disastrous condition that ACY finds itself in today: book value whittled down to effectively zero compared to over $24 per share just one year ago. And during that time, we cannot point to a single decisive action that the Board has taken to improve governance or meaningfully reduce its cost structure, instead focusing on completing a questionable insider transaction in acquiring ACY’s management company JetFleet, which was majority owned by ACY’s current Chairwoman and majority shareholder.”

 

“We offered ACY creative options geared towards restructuring both its debt and equity. Not once in our discussions did they express interest in exploring those ideas. We appreciate the substantial support we received from shareholders. As long as we remain shareholders, we will remain attentive to the Company’s actions going forward. For the sake of those shareholders who are unable to actively express their concerns, we sincerely wish ACY the best of luck going forward.”

 

If you are a shareholder of ACY, Paragon invites you to contact us so that we can discuss our mutual interests in turning the Company around.

 

 

 

* * *

 

Contact:

Paragon Technologies, Inc.

Sham M. Gad

706-340-4817

info@pgntgroup.com