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): September 15, 2005
Advanced Photonix, Inc
(Exact Name of Registrant as specified in its Charter)
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| Delaware
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1-11056
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33-0325836 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 1240 Avenida Acaso, Camarillo, California
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93012 |
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| (Address of Principal Executive Offices)
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(ZIP Code) |
Registrant’s telephone number, including area code: (805) 987-0146
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):
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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)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
Picometrix, LLC (“Picometrix”), a wholly-owned subsidiary of Advanced Photonix, Inc. (“API”), and
the Michigan Economic Development Corporation (“MEDC”) entered into a Loan Agreement, dated
September 15, 2005 (the “Loan Agreement”), providing for an award of $1,200,000 to Picometrix in
the form of a loan (the “Loan”). The first disbursement is not subject to satisfaction of any
condition other than submission of a request therefor and will be $600,000 of the $1,200,000 total
aggregate principal amount of the Loan. The remaining $600,000 aggregate principal amount of the
Loan will be disbursed to Picometrix by MEDC, upon Picometrix’s request, in 3 equal installments
not to exceed $168,000 each and a fourth installment not to exceed $96,000,in each case, upon the
achievement of certain milestones. The Loan bears an interest rate of 7.0% per annum and is
unsecured. Picometrix is not obligated to make any payments of principal or interest on the Loan
until the second anniversary of the date of the promissory note and all accrued but unpaid interest
for such period will be added to the outstanding principal of the Loan. Picometrix will only be
obligated to pay the interest on the outstanding principal amount of the Loan for the 12 calendar
months following the second anniversary of the date of the promissory note. Picometrix will then
be obligated to pay principal and interest on the unpaid portion of the Loan in equal installments
for the 36 calendar months after the third anniversary of the date of the promissory note until the
Loan is paid in full.
The Loan Agreement contains customary affirmative covenants. The Loan Agreement also contains
customary events of default such as nonpayment and bankruptcy, which if they occur may cause all
outstanding obligations under the Loan Agreement to be accelerated and become immediately due and
payable.
The description of the Loan Agreement is qualified in its entirety by reference to the copy of the
Loan Agreement filed as Exhibit 10.1 hereof, which is incorporated by reference herein.
(c) Exhibits:
The following exhibit is filed herewith.
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10.1 |
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Loan Agreement, dated as of September 15, 2005, by and between
Picometrix, LLC and the Michigan Economic Development Corporation. |
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99.1 |
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Press Release of Advanced Photonix, Inc. dated September 16, 2005. |