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): July 17, 2019
American Electric Technologies, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Florida |
000-24575 |
59-3410234 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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6575 West Loop South, #500 Bellaire, TX |
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77401 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (832) 241-6330
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common stock, $.001 par value |
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AETI |
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The Nasdaq Stock Market LLC |
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 Instructions A.2. below):
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At a Special Meeting of Stockholders held on July 17, 2019 (the “Special Meeting”) the stockholders of the Company approved an amendment to the Articles of Incorporation to increase the authorized number of shares of Common Stock from 50,000,000 shares to 300,000,000 shares, which amendment became effective on July 18, 2019. The text of the Articles of Amendment to the Articles of Incorporation is attached hereto as Exhibit 3.1
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Special Meeting, the stockholders of the Company voted as set forth below on the following proposals, each of which is described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on June 13, 2019 (the “Proxy Statement”).
Of the 11,603,703 eligible votes as of the record date of May 29, 2019, a quorum of 10,839,360 votes, or approximately 93.41% of the eligible votes, were present in person or by proxy.
The final voting results for each matter submitted to a vote at the Special Meeting are as follows:
Proposal 1. To approve the issuance of our common stock in connection with the acquisition of Stabilis Energy LLC and its subsidiaries:
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Votes For |
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Votes Against |
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Votes Abstained |
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Broker Non-Votes |
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7,904,013 |
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24,013 |
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2,892,134 |
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2,892,134 |
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Proposal 2. To approve an amendment to our Articles of Incorporation to increase the number of authorized shares of common stock from 50,000,000 to 300,000,000 shares:
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Votes For |
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Votes Against |
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Votes Abstained |
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10,543,430 |
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210,855 |
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85,075 |
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Proposal 3. To authorize the Board of Directors to effect a reverse stock split of our common stock at a ratio between 1:2 to 1:8 to be determined by our Board of Directors:
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Votes For |
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Votes Against |
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Votes Abstained |
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10,524,920 |
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208,479 |
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105,961 |
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Proposal 4. To authorize an amendment to our Articles of Incorporation to change our name to Stabilis Energy, Inc.
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Votes For |
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Votes Against |
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Votes Abstained |
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10,684,583 |
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70,475 |
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84,302 |
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Item 8.01 Other Events.
On July 18, 2019 the Company issued a press release announcing that the Company’s stockholders approved the proposals related to the pending share exchange transaction with Stabilis Energy LLC and its subsidiaries (“Stabilis”) at the Special Meeting. The text of the press release is attached hereto as Exhibit 99.1
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
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.
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AMERICAN ELECTRIC TECHNOLOGIES, INC. |
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Date: July 22, 2019 |
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By: |
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/s/ Peter Menikoff |
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Name: |
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Peter Menikoff |
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Title: |
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Chairman and Chief Executive Officer |
Ex. 3.1
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
AMERICAN ELECTRIC TECHNOLOGIES, INC.
(Document number P96000086882)
* * *
Pursuant to the provisions of section 607.1006, Florida Statutes, American Electric Technologies, Inc. (the “Corporation”) adopts the following amendment to its Articles of Incorporation. This amendment was adopted on July 17, 2019 by the shareholders of the Corporation. The number of votes cast by the common shareholders and Series A Convertible Preferred shareholders, voting as a single group, the only group entitled to vote, was sufficient for approval.
The first sentence of Article 3 of the Articles of Incorporation is amended to read as follows:
The total amount of capital stock which this Corporation has the authority to issue is as follows:
300,000,000 shares of Common Stock, $.001 par value per share; and 1,000,000 shares of Preferred Stock, $.001 par value per share.
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AMERICAN ELECTRIC TECHNOLOGIES, INC.
By: s/Joel Bernstein
Joel Bernstein
Secretary
July 17, 2019
H190002160693
Exhibit 99.1
AMERICAN ELECTRIC TECHNOLOGIES STOCKHOLDERS APPROVE SHARE EXCHANGE TRANSACTION WITH STABILIS ENERGY LLC.
Bellaire, Texas. July 18, 2019. Global Newswire. American Electric Technologies, Inc. (NASDAQ:AETI) (“AETI”) today announced that the AETI stockholders approved the proposals related to the pending share exchange transaction with Stabilis Energy LLC and its subsidiaries (“Stabilis”) at the special meeting of AETI stockholders held earlier today.
More than 99% of the shares voting at the AETI special meeting of stockholders voted in favor of the proposal to issue shares of AETI common stock in connection with the share exchange. The holders of Stabilis have already approved the transaction.
Upon the closing of the share exchange, the owners of Stabilis will receive 90% of the shares of AETI to be outstanding at the completion date.
AETI expects the closing of the transaction to occur promptly, subject to the satisfaction of all closing conditions.
About Stabilis
Stabilis is a vertically integrated provider of small-scale liquefied natural gas (“LNG”) production, distribution and fueling services to multiple end markets in North America. Stabilis has safely delivered over 200 million gallons of LNG through more than 20,000 truck deliveries during its 15-year operating history, which it believes makes it one of the largest and most experienced small-scale LNG providers in North America. Stabilis’ customers use LNG as a fuel source in a variety of applications in the industrial, energy, mining, utilities and pipelines, commercial, and high horsepower transportation markets. Stabilis’ customers use LNG as an alternative to traditional fuel sources, such as distillate fuel oil and propane, to lower fuel costs and reduce harmful environmental emissions. Stabilis’ customers also use LNG as a “virtual pipeline” solution when natural gas pipelines are not available or are curtailed. Stabilis is headquartered in Houston, Texas.
About AETI
American Electric Technologies, Inc. is a leading provider of power delivery solutions to the global energy industry. AETI is headquartered in Houston, Texas and has global sales, support and manufacturing operations in Rio de Janeiro, Macaé and Belo Horizonte, Brazil. In addition, AETI has minority interest in a joint venture in Xian, China which manufactures power and control systems for land drilling rigs in China and other international markets.
Cautionary Note Concerning Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 and within the meaning of Section 27a of the Securities Act of 1933, as amended, and Section 21e of the Securities Exchange Act of 1934, as amended. Any actual results may differ from expectations, estimates and projections presented or implied and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “can”, “believes,” “expects,” “could,” “will,” “plan,” “may,” “should,” “predicts,” “potential” and similar expressions are intended to identify such forward-looking statements. With regard to the pending business combination with Stabilis Energy LLC and its subsidiaries, forward looking statements include closing of the share exchange transaction, which cannot be assured.
Such forward-looking statements relate to future events or future performance, but reflect the parties’ current beliefs, based on information currently available. Most of these factors are outside the parties’ control and are difficult to predict. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. Factors that may cause such differences include, among other things: the possibility that the business combination does not close or that the closing may be delayed because conditions to the closing may not be satisfied, the performance of Stabilis and AETI, future demand for and price of LNG, availability and price of natural gas, unexpected costs, liabilities or delays in the business combination transaction, the outcome of any legal proceedings related to the transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the share exchange agreement; and general economic conditions.
The foregoing list of factors is not exclusive. Additional information concerning these and other risk factors are contained in the definitive proxy statement filed by AETI with the SEC on June 13, 2019 and its Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on April 16, 2019. All subsequent written and oral forward-looking statements concerning AETI and Stabilis, the business combination transaction described herein or other matters and attributable to AETI, Stabilis, or any person acting on behalf of any of them are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither AETI nor Stabilis undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.
Investor Contact:
American Electric Technologies, Inc.
Peter Menikoff
832-241-6330