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 22, 2008
AIR INDUSTRIES GROUP, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 000-29245 20-4458244
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State of Commission IRS Employer
Incorporation File Number I.D. Number
1479 North Clinton Avenue, Bay Shore, NY 11706
Address of principal executive offices
Registrant's telephone number: (631) 968-5000
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 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 5.02 Departure of Directors; Election of Directors.
(b) On September 22, 2008, Louis A. Giusto submitted his resignation as a
director of our company.
Mr. Giusto had been a director since we completed our acquisition of Air
Industries Machining, Corp. in 2005. Mr. Giusto is not resigning as a result of
any differences regarding our direction.
(d) On September 22, 2008, our Board of Directors appointed Michael N. Taglich
as Chairman of the Board. James A. Brown, formerly our Non-Executive Chairman of
the Board, continues to serve as a director.
Mr. Taglich is President and Chairman of Taglich Brothers, Inc., a securities
firm with headquarters in New York City and an office on Long Island.
Taglich Brothers, Inc. acted as placement agent for the sale of our series B
convertible preferred stock in April and May of 2007 and our junior subordinated
notes in June of 2008. For acting as placement agent of our series B convertible
preferred stock, we paid Taglich Brothers, Inc., a sales commission of $641,840,
representing 8% of the gross proceeds of that offering, plus $25,000 in
reimbursement of its actual and reasonable out-of-pocket expenses, including
fees and expenses of its counsel. We also issued to Taglich Brothers, Inc.
warrants to purchase 2,900,574 shares of our common stock, representing 10% of
the number of shares into which the series B convertible preferred stock may be
converted. These warrants, which may be exercised over a period of five years,
have an initial per share exercise price of $0.305 and allow a "cashless
exercise." For acting as placement agent of our junior subordinated notes, we
paid Taglich Brothers, Inc. a fee of $20,000 in cash plus 200,000 shares of our
common stock (which we valued at approximately $40,000), as well as
reimbursement of approximately $25,000 of out-of-pocket expenses.
Taglich Brothers, Inc. has agreed to assist us in obtaining up to an additional
$3,000,000 of private financing, the proceeds of which will be used to provide
us with additional working capital, and to obtain the conversion of our
outstanding junior subordinated notes into the securities to be issued in our
effort to raise up to $3,000,000. In connection with that proposed financing, we
have agreed to pay Taglich Brothers, Inc. a fee of 10% of the amount of new
money raised and 8% of the amount of junior subordinated notes converted into
the securities to be offered. Such fee will be paid in kind with securities
identical to those to be issued in the offering. In addition, we have granted
Taglich Brothers, Inc. the right to designate a total of three nominees for
election to our Board of Directors, including Michael N. Taglich.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to the Current Report to be signed on
its behalf by the undersigned hereunto duly authorized.
Dated: September 23, 2008
AIR INDUSTRIES GROUP, INC.
By: /s/ Peter D. Rettaliata
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Peter D. Rettaliata
President and Chief Executive Officer