-----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, GCTIwfbAN+DEgsa+KRVk9iIrn6SNe3e1VydAaarxrVTnG8aJVWA98m/MBUkLlKQN 0VqUQ6fpS662JoDLn0EuOQ== 0001157523-10-005495.txt : 20100915 0001157523-10-005495.hdr.sgml : 20100915 20100915131514 ACCESSION NUMBER: 0001157523-10-005495 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100913 ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20100915 DATE AS OF CHANGE: 20100915 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEL INSTRUMENT ELECTRONICS CORP CENTRAL INDEX KEY: 0000096885 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 221441806 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31990 FILM NUMBER: 101073445 BUSINESS ADDRESS: STREET 1: 728 GARDEN ST CITY: CARLSTADT STATE: NJ ZIP: 07072 BUSINESS PHONE: 2019331600 MAIL ADDRESS: STREET 1: 728 GARDEN ST CITY: CARLSTADT STATE: NJ ZIP: 07072 8-K 1 a6431063.htm TEL-INSTRUMENT ELECTRONICS CORP 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 13, 2010
____________________

TEL-INSTRUMENT ELECTRONICS CORP
(Exact name of registrant as specified in its charter)

New Jersey

33-18978

22-1441806

(State or other jurisdiction

of incorporation)

(Commission File Number)

 

(IRS Employer

Identification No.)


728 Garden St
Carlstadt, New Jersey 07072

 

(201) 933-1600

(Address of principal
executive offices)

(Registrant's 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:

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))

1

Section 2 – Financial Information

Item 2.03.

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

On September 13, 2010, announced that it has concluded a deal to raise $2.5 million in financing with BCA Mezzanine Fund LLC, a Delaware company based in Providence, RI. The financing is in the form of a five year loan with an interest rate of 14%. During the first year payments are interest only. After the first year the Company will make monthly payments of approximately $69,000 until the note is paid in August 2015. The Loan Documents also contain customary representations, warranties, covenants and conditions including quarterly financial requirements, a lien on the Company's assets and the Lender's right to attend Board of Directors’ meetings. In the event of a default, as defined in the Loan Documents, and if the Company can't cure the default during the specified cure period, the Lender can foreclose on the Company's assets

Section 7 – Regulation FD

Item 7.01.   Regulation FD Disclosure

On September 13, 2010, announced received a $1.3 million contract to supply 75 T-47N ramp test sets to the U.S. Army. This order is part of a five year IDIQ (indefinite-delivery/indefinite-quantity) contract from the U.S. Army for up to 235 T-47N test sets with a maximum contract value of approximately $4 million which was awarded in February 2010. The Company had previously delivered 35 test sets on this IDIQ contract.  The Company expects to complete delivery of all units under this contract during the current fiscal year.

           A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.


SIGNATURE

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 there unto duly authorized.

TEL-INSTRUMENT ELECTRONICS CORP

 

 

Date:

September 15, 2010

By:

/s/ Harold K. Fletcher

Harold K. Fletcher

CEO

2

EX-99.1 2 a6431063ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Tel-Instrument Electronics Corp Announces Receipt of New Financing and New Order for $1.3 Million

CARLSTADT, N.J.--(BUSINESS WIRE)--September 13, 2010--Tel Instrument Electronics Corp. (“Tel” or “Company”) announced today that it has concluded a deal to raise $2.5 million in financing with BCA Mezzanine Fund LLC, a Delaware company based in Providence, RI. The financing is in the form of a five year loan with an interest rate of 14%. During the first year payments are interest only. After the first year the Company will make monthly payments of approximately $69,000 until the note is paid in August 2015. The Loan Documents also contain customary representations, warranties, covenants and conditions including quarterly financial requirements, a lien on the Company's assets and the Lender's right to attend Board of Directors’ meetings. In the event of a default, as defined in the Loan Documents, and if the Company can't cure the default during the specified cure period, the Lender can foreclose on the Company's assets.

The Company also issued a five year Warrant to the Lender exercisable for 136,090 shares of the Company's common stock at $6.70 per share, the average closing price for the common stock over the three preceding days on the NYSE-Amex Exchange. In the event of major corporate events or the maturity of the five year loan, the Lender can require the Company to purchase the warrant and warrant shares at the higher of the then exchange market price of the shares or five times operating income. Any shares issued will be restricted under the Securities laws and the Lender will have limited right to require the Company to file a registration statement for the shares. The Lender also has certain sale rights in the event senior management sells its shares in the Company.

The proceeds of the Loan will be used to repay the current Bank Loan, vendors and the costs incurred in connection with the Loan, and the balance will be used for working capital.

Jeffrey C. O’Hara, Tel’s President, states that “this financing will allow the Company to fund its growth and provide the working capital necessary to expedite delivery of its current backlog of approximately $25 million. We are excited at the opportunity to work with BCA, and expect this to be a strong strategic relationship for the future.”

The Company also received a $1.3 million contract to supply 75 T-47N ramp test sets to the U.S. Army. This order is part of a five year IDIQ (indefinite-delivery/indefinite-quantity) contract from the U.S. Army for up to 235 T-47N test sets with a maximum contract value of approximately $4 million which was awarded in February 2010. The Company had previously delivered 35 test sets on this IDIQ contract. The Company expects to complete delivery of all units under this contract during the current fiscal year.


This press release includes statements that are not historical in nature and may be characterized as “forward-looking statements,” including those related to future financial and operating results, benefits, and synergies of the combined companies, statements concerning the Company’s outlook, pricing trends, and forces within the industry, the completion dates of capital projects, expected sales growth, cost reduction strategies, and their results, long-term goals of the Company and other statements of expectations, beliefs, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts. All predictions as to future results contain a measure of uncertainty and, accordingly, actual results could differ materially. Among the factors which could cause a difference are: changes in the general economy; changes in demand for the Company’s products or in the cost and availability of its raw materials; the actions of its competitors; the success of our customers; technological change; changes in employee relations; government regulations; litigation, including its inherent uncertainty; difficulties in plant operations and materials; transportation, environmental matters; and other unforeseen circumstances. A number of these factors are discussed in the Company’s previous filings with the Securities and Exchange Commission. The Company disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release.

Tel-Instrument is a leading designer and manufacturer of avionics test and measurement solutions for the global commercial air transport, general aviation, and government/military aerospace and defense markets. Tel-Instrument provides instruments to test, measure, calibrate, and repair a wide range of airborne navigation and communication equipment. For further information please visit our website at www.telinstrument.com.

The Company’s stock is traded in the American Stock Exchange under the symbol TIK.

CONTACT:
Tel Instrument Electronics Corp.
Mr. Joseph P. Macaluso, 201-933-1600

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