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) September 26, 2016
Air T, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-35476 | 52-1206400 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
3524 Airport Road
Maiden, North Carolina 28650
(Address of Principal Executive Offices)
(Zip Code)
(828) 464-8741
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former name or former address, if changed from 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 communication 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-4c)) |
| Item 1.01 | Entry into a Material Definitive Agreement |
On September 26, 2016, a special committee of independent members of the Board of Directors of Air T, Inc. (the “Company”), under authority delegated to such committee by the Board of Directors of the Company, resolved to amend the Rights Agreement (the “Rights Agreement”) dated as of December 15, 2014 between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”), to accelerate the expiration of the Rights (as defined in the Rights Agreement) from 5:00 p.m., Eastern time, on December 26, 2017 to 5:00 p.m., Eastern time, on September 26, 2016. Thereafter, on September 26, 2016, the Company and the Rights Agent entered into Amendment No. 1 (the “Amendment”) to the Rights Agreement to accelerate the expiration of the Rights from 5:00 p.m., Eastern time, on December 26, 2017 to 5:00 p.m., Eastern time, on September 26, 2016 (the “Final Expiration Time”). As a result of the Amendment, the Rights Agreement was effectively terminated on September 26, 2016 and all of the Rights distributed to holders of the Company’s common stock pursuant to the Rights Agreement will expire at the Final Expiration Time.
The foregoing is a summary of the terms of the Amendment. The summary does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 4.1 hereto and is incorporated by reference herein.
| Item 1.02 | Termination of a Material Definitive Agreement |
The information set forth under Item 1.01 is incorporated by reference herein.
| Item 3.03 | Material Modifications to Rights of Security Holders |
The information set forth under Item 1.01 is incorporated by reference herein.
| Item 8.01 | Other Events |
On September 26, 2016, the Company issued a press release announcing the Amendment, which is filed as Exhibit 99.1 and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
|
Exhibit |
Description |
|
| 4.1 | Amendment No. 1 to Rights Agreement dated as of September 26, 2016 between Air T, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent | |
| 99.1 | Press release dated September 26, 2016 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 26, 2016
| AIR T, INC. | ||
| By: | /s/ Candice L. Otey | |
|
Candice L. Otey, Vice President- Finance, Chief Financial Officer, Secretary and Treasurer |
||
Exhibit Index
|
Exhibit |
Description |
|
| 4.1 | Amendment No. 1 to Rights Agreement dated as of September 26, 2016 between Air T, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent | |
| 99.1 | Press release dated September 26, 2016 | |
Exhibit 4.1
AMENDMENT NO. 1
TO
RIGHTS AGREEMENT
This AMENDMENT NO. 1 TO RIGHTS AGREEMENT, dated as of September 26, 2016 (this “ Amendment ”), is made and entered into by and between Air T, Inc., a Delaware corporation (the “ Company ”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent (the “ Rights Agent ”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Rights Agreement referred to below.
WHEREAS , the parties hereto entered into that certain Rights Agreement, dated as of December 15, 2014 (the “ Rights Agreement ”); and
WHEREAS , the Rights have not ceased to be redeemable pursuant to Section 23 of the Rights Agreement; and
WHEREAS , the Company and the Rights Agent, at the direction of the Company pursuant to Section 27 of the Rights Agreement, are entering into this Amendment to amend the Rights Agreement as set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
SECTION 1. Amendment to the Rights Agreement . Effective as of the date hereof, the Rights Agreement shall be amended as follows:
| a. | Section 1(p) of the Rights Agreement is hereby replaced in its entirety as follows: |
“ Final Expiration Date ” means September 26, 2016.
SECTION 2. Reference to Agreement . Each reference in the Rights Agreement to “this Agreement,” “hereof,” or “hereunder” or words of like import, and all references to the Rights Agreement in any and all agreements, instruments, documents, notes, certificates and other writings of every kind and nature shall be deemed to mean the Rights Agreement as modified and amended by this Amendment and as the same may be further amended, modified or supplemented in accordance with the terms thereof.
SECTION 3. No Other Amendments . Except as specifically amended hereby, the Rights Agreement and other documents, instruments and agreements executed and/or delivered in connection therewith shall remain unmodified and in full force and effect.
SECTION 4. Other Provisions . Sections 28 (Successors; Certain Covenants), 29 (Benefits of this Agreement), 30 (Governing Law), 31 (Severability), 32 (Descriptive Headings) and 34 (Counterparts) of the Rights Agreement are hereby incorporated by reference into this Amendment and shall apply to this Amendment, mutatis mutandis , as if fully set forth herein.
[ Signatures appear on following page ]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
| AIR T, INC. | ||
| By: | /s/ Candice L. Otey | |
| Name: | Candice L. Otey | |
| Title: | Vice President- Finance, Chief Financial Officer, Secretary and Treasurer | |
| AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent | ||
| By: | /s/ Mike Nespoli | |
| Name: | Mike Nespoli | |
| Title: |
Executive Director, Relationship Management |
|
Exhibit 99.1
| PRESS RELEASE |
September 26, 2016 Contact: Candice Otey Chief Financial Officer 3524 Airport Road Maiden, NC 28650 (828) 464-8741 Ext. 6680 |
FOR IMMEDIATE RELEASE
AIR T, INC. TERMINATES STOCKHOLDER RIGHTS PLAN
MAIDEN, NC—Air T, Inc. (Air T) (NASDAQ: AIRT) today announced that a special committee of independent members of its Board of Directors voted to amend Air T’s stockholder rights plan adopted in December 2014 to terminate the preferred share purchase rights under plan at 5:00 p.m. (Eastern time) on September 26, 2016. Air T has entered into such an amendment to the stockholder rights plan, and as a result preferred share purchase rights distributed to stockholders under the plan will expire at 5:00 p.m. (Eastern time) on September 26, 2016. Stockholders are not required to take any action in connection with the expiration of the preferred share purchase rights.
In connection with the expiration of the preferred share purchase rights, Air T will be taking routine actions to voluntarily deregister the preferred share purchase rights under the Securities Exchange Act of 1934, and to delist the preferred share purchase rights from the NASDAQ Stock Market. These actions are administrative in nature and will have no effect on Air T’s common stock, which will continue to be listed on the NASDAQ Stock Market.
About Air T, Inc.
Established in 1980, Air T, Inc. is a diversified holding company with four core industry segments: overnight air cargo, aviation ground support equipment manufacturing, aviation ground support maintenance services, and aircraft engine aftermarket and surplus parts. Our ownership interests consist of a broad set of operating and financial assets that are designed to expand, strengthen and diversify Air T’s cash earnings power. Our goal is to build on Air T’s core businesses, to expand into adjacent industries, and when appropriate, to acquire companies that we believe fit into the Air T family. For more information, visit www.airt.net.