UNITED STATES
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
May 2, 2014
Date of Report (Date of earliest event reported)
ERICKSON INCORPORATED
(Exact name of registrant as specified in its charter)
| Delaware | 001-35482 | 93-1307561 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
5550 SW Macadam Avenue, Suite 200
Portland, Oregon 97239
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (503) 505-5800
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)) |
In this report, unless otherwise indicated or the context otherwise requires, references to “we,” “us,” “our,” the “Company,” and “Erickson” refer to Erickson Incorporated and its subsidiaries on a consolidated basis.
Item 8.01 Other Events.
On May 2, 2014, we commenced an offer (the “Exchange Offer”) to exchange all of our outstanding 8.25% Second Priority Senior Secured Notes due 2020, which have not been registered under the Securities Act of 1933 (the “Old Notes”), for new 8.25% Second Priority Senior Secured Notes due 2020 which have been registered under the Securities Act of 1933, in accordance with the terms of our registration rights agreement with existing holders of the Old Notes. The Exchange Offer will expire at 5:00 p.m., New York City Time, on June 2, 2014, unless extended. A copy of the Company’s press release, dated May 2, 2014, entitled “Erickson Commences Registered Exchange Offer,” is attached as Exhibit 99.1 hereto and incorporated herein by reference.
The information in this current report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Item 9.01. Financial Statements and Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press Release dated May 2, 2014. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: May 2, 2014 | Erickson Incorporated | |||
| By: | /s/ Edward Rizzuti | |||
| Edward Rizzuti | ||||
| Vice President, General Counsel and Corporate Secretary | ||||
Exhibit Index
| Exhibit Number |
Description | |
| 99.1 | Press Release dated May 2, 2014. | |