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 6, 2011
PASSUR AEROSPACE, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 0-7642 11-2208938
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
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ONE LANDMARK SQUARE, SUITE 1900
STAMFORD, CT
(Address of principal executive offices)
203-622-4086
Registrant's telephone number, including area code
Former name or former address, if changed since last report:
NOT APPLICABLE
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 6, 2011, PASSUR Aerospace, Inc. (the "Company") entered into an amendment (the "Amendment") to the Secured Promissory Note (the "Note") issued by the Company on May 9, 2011 to G.S. Beckwith Gilbert, the Company's Chairman and significant shareholder. Pursuant to the terms of the Amendment, the interest rate on the Note will be reduced from 9% per annum to 6% per annum and the Company's option to pay interest at the annual rate of 3% in cash or added to the principal of the Note "payment in kind" at the option of the Company, is discontinued. From and after September 6, 2011, the Note will bear interest at an annual rate of 6%, payable in cash. The foregoing description of the Amendment is not complete and is subject to and qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 10.1 and the terms of which are incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
10.1 Amendment No.1 to Secured Promissory Note, dated September 6, 2011
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PASSUR AEROSPACE, INC.
Registrant
September 6, 2011 By: /s/ Jeffrey P. Devaney
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Name: Jeffrey P. Devaney
Title: Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
NO.
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10.1 Amendment No.1 to Secured Promissory Note, dated September 6, 2011
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EXHIBIT 10.1
AMENDMENT NO. 1 TO SECURED PROMISSORY NOTE
This Amendment No.1 (this "Amendment") dated as of September 6, 2011 to that certain Secured Promissory Note dated May 9, 2011 (the "Note"), by and between PASSUR Aerospace, Inc. (the "Company") and G.S. Beckwith Gilbert (the "Lender").
W I T N E S S E T H
WHEREAS, the Company and the Lender are parties to the Note; and
WHEREAS, the Company and the Lender desire and consent to amend the Note as described herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the receipt and sufficiency of which is hereby acknowledged by all of the parties, the parties hereto agree as follows:
1. Effective as of the date hereof, the Note is hereby amended as follows:
A. The first paragraph of the Note shall be amended and restated in its entirety to read as follows:
"(a) For value received, PASSUR Aerospace, Inc.(formerly MEGADATA CORPORATION), a New York corporation (hereinafter referred to as "Borrower"), hereby unconditionally PROMISES TO PAY to the order of G.S. Beckwith Gilbert ("Lender"), or his permitted assigns, to an account designated by Lender, in lawful money of the United States of America and in immediately available funds, the principal sum of Four million eight hundred fourteen thousand eight hundred eighty dollars ($4,814,880) together with interest on the unpaid principal amount of this Note. From and after September 6, 2011, interest on the Note shall accrue at the annual rate of six percent (6%), payable in cash. Interest payments shall be made annually on October 31 of each year."
2. This Amendment shall be construed, performed and enforced in accordance with, and governed by, the internal laws of the State of New York, without giving effect to the principles of conflicts of law thereof.
3. Except as otherwise specifically set forth herein, all of the terms and provisions of the Note shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed the day and year first set forth above.
PASSUR AEROSPACE, INC.
By: /s/ Jeffrey P. Devaney
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Name: Jeffrey. P. Devaney
Title: Chief Financial Officer
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LENDER:
By: /s/ G.S. Beckwith Gilbert
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G.S. Beckwith Gilbert
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