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): August 21, 2007
AEROSONIC CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware |
1-11750 |
74-1668471 |
| State or other jurisdiction of incorporation or organization |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
1212 North Hercules
Avenue
Clearwater, Florida 33765
(Address of principal executive
offices and Zip Code)
(727) 461-3000
(Registrant’s
telephone number, including Area Code)
Not applicable
(Former name, former address
and former fiscal year, 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)) |
| |
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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 |
| A. |
|
Share Purchase Agreement |
On
August 21, 2007 (the “Closing Date”), Aerosonic Corporation, a Delaware
corporation (the “Company”), OP Technologies, Inc., an Oregon corporation
(the “Target”), Optimization Technologies, Inc., an Oregon corporation
(the “Seller”), and certain holders of the Seller’s capital stock,
entered into a Share Purchase Agreement (the “SPA”), pursuant to which
the Seller sold and the Company purchased all of the outstanding equity interests in the
Target (the “Target Shares”).
The
Company paid $1,000,000 to the Seller for the Target Shares. The SPA also provides for an
arrangement that entitles the Seller to receive up to an additional $500,000 (payable in
Company common stock) in the event the Company receives certain federal certifications for
its products, subject to Seller’s delivery of a duly executed subscription agreement
and a duly executed Lock-up Agreement, which prohibits a transfer by Seller for two years
from the date of issuance of such stock. A form of the Lock-up Agreement is attached as Exhibit
10.2 to this report and is incorporated herein by reference. The SPA also provides for an
earn-out arrangement that entitles the Seller to receive up to an additional $1,000,000 if
certain sales targets ($10,000,000 or greater) are met with respect to the Target’s
products within three years of the closing. The maximum total purchase price will not be
greater than $2.5 million.
As
of the Closing Date, the Target had taken all action necessary to cause its officers and
the composition of its Board of Directors to be as set forth on Exhibit 10.3 to this
report.
The
SPA contains extensive representations, warranties and covenants from the Seller and the
Target, as the case may be. The SPA contains customary representations and warranties from
the Company. Subject to limited exceptions, the representations and warranties of the
Seller and the Target will survive the closing for three years. The indemnification obligations of
the Seller with respect to its representations and warranties, and its other obligations
under the SPA, may be set-off by the Company against any portion of the purchase price for
the purpose of securing the payment of any indemnified losses.
Furthermore,
for 180 days after the Closing Date, the Company has the right of first refusal to
purchase any shares of the Seller that are held by the Seller’s shareholders or any immediate
family transferee of its shareholders before the same may be sold or otherwise
transferred.
The
SPA is included as Exhibit 10.1 and is incorporated by reference. The foregoing
description of the SPA and the transactions consummated pursuant thereto does not purport to be
complete and is qualified in its entirety by reference to such document. The SPA has been
included to provide investors with information regarding its terms. It is not intended to
provide any other factual information about the Company, the Seller or the Target. As
described above, the SPA contains representations and warranties of each of the Company,
the Seller and the Target made to the other parties to the SPA. The assertions embodied in
those representations and warranties are qualified by information in confidential
disclosure schedules that the parties have exchanged in connection with the signing of the
SPA. The disclosure schedules contain information that modifies, qualifies and creates
exceptions to the representations or warranties as characterizations of the actual state
of facts at the time they were made or otherwise.
As
of August 21, 2007, the Company has hired three former employees of the Target, including
its former president, none of which will be an executive officer of the Company. The
Company also expects to retain the services of two other former employees of the Target
for a limited period of time on an independent contractor basis.
On
August 21, 2007, the Company issued a press release announcing that it, the Seller, the
Target and certain shareholders of the Seller had entered into the SPA. This press release
is attached to this report as Exhibit 99.1.
| ITEM 9.01 |
|
FINANCIAL
STATEMENTS AND EXHIBITS |
| |
10.1 |
|
Share
Purchase Agreement dated August 21, 2007, by and among Aerosonic Corporation, OP
Technologies, Inc., Optimization Technologies, Inc., and certain
holders of the capital stock of Optimization Technologies, Inc. |
| |
10.2 |
|
Lock-up
Agreement dated August 21, 2007 |
| |
10.3 |
|
Officers
and Directors of the Target |
| |
10.4 |
|
Written
Resignation Letter |
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10.6 |
|
Ancillary
Agreements |
| |
99.1 |
|
Press
release of the Company issued on August 22, 2007 |
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.
Dated: August 23, 2007
|
AEROSONIC CORPORATION
By: /s/ David A. Baldini
David A. Baldini
Chairman of the Board
President, Chief Executive Officer and
Interim Chief Financial Officer
|
EXHIBIT INDEX
Exhibit
Number |
Description |
10.1 |
Share Purchase Agreement dated August 21, 2007, by and among Aerosonic Corporation, OP Technologies, Inc.,
Optimization Technologies, Inc., and certain holders of the capital stock of Optimization Technologies, Inc. |
10.2 |
Lock-up Agreement dated August 21, 2007 |
10.3 |
Officers and Directors of the Target |
10.4 |
Written Resignation Letter |
10.5 |
Material Consents |
10.6 |
Ancillary Agreements |
99.1 |
Press release of the Company issued on August 22, 2007 |