UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2007
or
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the transition period from ________________ to
___________________________
Commission file number 000-29245
AIR INDUSTRIES GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 20-4458244
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1479 North Clinton Avenue Bay Shore, New York 11706
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (631) 968-500
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
None N/A
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $0.001 par value
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes |_| No |X|
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes |X| No |_|
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K |_|
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of "large accelerated filer," "accelerated filer," and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer |_| Accelerated filer |_|
Non-accelerated filer |_| Smaller reporting company |X|
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes | | No |X|
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter. As of June 30, 2007, the aggregate market value of the common stock of
the registrant held by non-affiliates (excluding shares held by directors,
officers and others holding more than 5% of the outstanding shares of the class)
was $15,837,736, based upon a closing sale price of $0.27 as reported by
Bloomberg Finance.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date. As of March 31, 2008, the
registrant had outstanding 69,262,227 shares of common stock.
DOCUMENTS INCORPORATED BY REFERENCE
None
Explanatory Note
This amendment is being filed to amend Item 14 to include Exhibits 23.1
and Exhibit 23.2 which are being filed with this amendment.
PART IV
Item 14. Exhibits, Financial Statement Schedules.
Documents filed as part of this Report:
1. Financial Statements
Our consolidated financial statements required by this Item are submitted
in a separate section beginning on page F-1 of this Report
2. Financial Statement Schedules:
None
3. Exhibits
Exhibit No. Description
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2.1 Debtor's Amended Plan of Reorganization (incorporated by reference to
Exhibit 2.1 of Registrant's Form 8-K, filed January 14, 2005.
2.2 Merger Agreement, dated as of November 14, 2005, among Gales Industries
Incorporated, two of its stockholders, Gales Industries Merger Sub, Inc.,
and Ashlin Development Corporation (incorporated herein by reference to
Exhibit 10.1 of Registrant's Form 8-K report filed November 21, 2005).
3.1 Certificate of Incorporation of the Registrant (incorporated by reference
to Exhibit 3.1 of Registrant's Form 8-K report, filed February 15, 2006).
3.2 Certificate of Amendment to Certificate of Incorporation changing our
corporate name (incorporated by reference to Exhibit 3.1 of Registrant's
Form 8-K report, filed July 2, 2007).
3.3 Certificate of Amendment to Certificate of Incorporation increasing the
number of shares of our authorized capital stock (incorporated by
reference to Exhibit 3.1 of the Registrant's Form 8-K report, filed April
7, 2008.
3.4 By-Laws of the Registrant (incorporated by reference to Exhibit 3.2 of the
Registrant's Form 8-K report, filed February 15, 2006).
4.2 Form of Convertible Promissory Note, dated November 30, 2005, in the
amount of $332,631, from Gales Industries Incorporated (and assumed by the
Registrant) to each of Peter Rettaliata and Dario Peragallo (incorporated
by reference to Exhibit 4.2 of the Registrant's Form 8-K report, filed
December 6, 2005).
4.3 Form of Warrant issued by the Registrant to GunnAllen Financial, Inc.
after completion of the Offering (incorporated by reference to Exhibit 4.3
of the Registrant's Form 8-K report, filed December 6, 2005).
4.4 Form of Warrant issued by Original Gales to Atlas Private Equity, LLC (and
assumed by the Registrant) (Incorporated by reference to Exhibit 4.4 of
the Registrants Form 10-KSB, filed April 17, 2006).
4.5 Form of Warrant issued by Gales Industries Incorporated (and assumed by
the Registrant) to investors in the $45,000 Bridge Financing in or about
August 2005 (incorporated by reference to Exhibit 4.5 of the Registrant's
Form 8-K report, filed December 6, 2005).
4.6 Form of Warrant issued by Gales Industries Incorporated (and assumed by
the Registrant) to investors in the $105,000 Bridge Financing in or about
September, 2005 (incorporated by reference to Exhibit 4.6 of the
Registrant's Form 8-K report, filed December 6, 2005).
4.7 Form of Warrant issued and to be issued to Porter, LeVay & Rose, Inc.
(incorporated herein by reference to the exhibit of the same number to
Registrant's Amendment No. 1 on Form SB-2/A, filed June 16, 2006).
4.8 Certificate of Designation (incorporated by reference to Exhibit 4.1 to
the Registrant's Current Report on Form 8-K filed with the SEC on April
18, 2007).
10.1 Asset Purchase Agreement between the Registrant and TeeZee, Inc. dated
October 15, 2004 (incorporated by reference of the Registrant's Report on
Form 8-K, filed on January 14, 2005).
10.2 Stock Purchase Agreement, dated as of July 25, 2005, by and among Gales
Industries Incorporated, Air Industries Machining, Corp., Luis Peragallo,
Jorge Peragallo, Peter Rettaliata and Dario Peragallo (incorporated by
reference to Exhibit 10.2 of the Registrant's Form 8-K report, filed
December 6, 2005.
10.3 Secured Subordinated Promissory Note, dated November 30, 2005, in the
amount of $962,000, from Gales Industries Incorporated (and assumed by the
Registrant) to Luis Peragallo (incorporated by reference to Exhibit 10.3
of the Registrant's Form 8-K report, filed December 6, 2005).
10.4 Security Agreement, dated as of November 30, 2005, by and between Gales
Industries Incorporated (and assumed by the Registrant) and Luis Peragallo
(incorporated by reference to Exhibit 10.4 of the Registrant's Form 8-K
report, filed December 6, 2005).
10.5 Contract of Sale, dated as of November 7, 2005, by and between DPPR Realty
Corp. and Gales Industries Incorporated for the purchase of the property
known as 1480 North Clinton Avenue, Bay Shore, NY (incorporated by
reference to Exhibit 10.5 of the Registrant's Form 8-K report, filed
December 6, 2005).
10.6 Contract of Sale, dated as of November 7, 2005, by and between KPK Realty
Corp. and Gales Industries Incorporated for the purchase of the property
known as 1460 North Fifth Avenue and 1479 North Clinton Avenue, Bay Shore,
NY (incorporated by reference to Exhibit 10.6 of the Registrant's Form 8-K
Report, filed December 6, 2005).
10.7 Employment Agreement, dated as of September 26, 2005, by and between Gales
Industries Incorporated (and assumed by the Registrant) and Michael A.
Gales (incorporated by reference to Exhibit 10.7 of the Registrant's Form
8-K report, filed December 6, 2005).
10.8 Employment Agreement, dated as of September 26, 2005, by and between Louis
A. Giusto and Gales Industries Incorporated (and assumed by the
Registrant) (incorporated by reference to Exhibit 10.8 of the Registrant's
Form 8-K report, filed December 6, 2005).
10.9 Employment Agreement, dated as of September 26, 2005, by and among Gales
Industries Incorporated (and assumed by the Registrant), Air Industries
Machining, Corp. and Peter D. Rettaliata (incorporated by reference to
Exhibit 10.9 of the Registrant's Form 8-K report, filed December 6, 2005).
10.10 Employment Agreement, dated as of September 26, 2005, by and among Gales
Industries Incorporated (and assumed by the Registrant), Air Industries
Machining, Corp. and Dario Peragallo (incorporated by reference to Exhibit
10.10 of the Registrant's Form 8-K report, filed December 6, 2005).
10.11 Form of Placement Agency Agreement, dated as of September 26, 2005,
between GunnAllen Financial Inc. and Gales Industries Incorporated
(including Amendments No.1 and No.2 thereto, dated October 25, 2005 and
November 10, 2005, respectively). (Incorporated by reference to Exhibit
10.11 of Registrant's registration statement on Form SB-2, No. 333-131709,
filed on February 9, 2006).
10.12 Registrant's 1998 Stock Option Plan (incorporated by reference to Exhibit
10.18 of the Registrant's annual report on Form 10-KSB, filed April 12,
2002).
10.13 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.14 of
the Registrant's Form 8-K report, filed December 6, 2005).
10.14 Stock Option Agreement, dated as of September 26, 2005, by Gales
Industries Incorporated (and assumed by the Registrant) with Michael A.
Gales (incorporated by reference to Exhibit 10.15 of the Registrant's Form
8-K report, filed December 6, 2005).
10.15 Stock Option Agreement, dated as of September 26, 2005, by Gales
Industries Incorporated (and assumed by the Registrant) with Louis A.
Giusto (incorporated by reference to Exhibit 10.16 of the Registrant's
Form 8-K report, filed December 6, 2005).
10.16 Stock Option Agreement, dated as of September 26, 2005, by Gales
Industries Incorporated (and assumed by the Registrant) with Peter
Rettaliata (incorporated by reference to Exhibit 10.17 of the Registrant's
Form 8-K report, filed December 6, 2005).
10.17 Stock Option Agreement, dated as of September 26, 2005, by Gales
Industries Incorporated (and assumed by the Registrant) with Dario
Peragallo (incorporated by reference to Exhibit 10.18 of the Registrant's
Form 8-K report, filed December 6, 2005).
10.18 Revolving Credit, Term Loan, Equipment Line and Security Agreement, dated
as of November 30, 2005, by and between Air Industries Machining, Corp.,
PNC Bank, National Association, as Lender, and PNC Bank, National
Association, as Agent (incorporated by reference to Exhibit 10.19 of the
Registrant's Form 8-K report, filed December 6, 2005).
10.19 Mortgage and Security Agreement, dated as of November 30, 2005, by and
between Air Industries Machining, Corp. and PNC Bank (incorporated by
reference to Exhibit 10.20 of the Registrant's Form 8-K report, filed
December 6, 2005).
10.20 Long Term Agreement, dated as of August 18, 2000, between Air Industries
Machining, Corp. and Sikorsky Aircraft Corporation (incorporated by
reference to Exhibit 10.21 of the Registrant's Form 8-K report, filed
December 6, 2005).
10.21 Long Term Agreement, dated as of September 7, 2000, between Air Industries
Machining, Corp. and Sikorsky Aircraft Corporation (incorporated by
reference to Exhibit 10.22 of the Registrant's Current Report on Form 8-K
filed on December 6, 2005.
10.22 Stock Purchase Agreement, dated January 2, 2007, between Gales Industries
Incorporated, Sigma Metals, Inc. ("Sigma Metals"), and George Elkins,
Carole Tate and Joseph Coonan, the shareholders of Sigma Metals
(incorporated by reference to Exhibit 10.01 of the Registrant's Form 8-K
report, filed January 2, 2007).
10.23 Form of Subscription Agreement (incorporated by reference to Exhibit 10.1
to the Registrant's Current Report on Form 8-K filed with the SEC on April
18, 2007).
10.24 Form of Promissory Note (incorporated by reference to Exhibit 10.2 to the
Registrant's Current Report on Form 8-K filed with the SEC on April 18,
2007).
10.25 Agreement dated March 30, 2007 between Gales Industries Incorporated and
James A. Brown (incorporated by reference to Exhibit 10.11 of Registrant's
Annual Report on Form 10-KSB for the year ended December 31, 2006).
10.26 Restricted Stock Agreement dated March 30, 2007 between Gales Industries
Incorporated and James A. Brown (incorporated by reference to Exhibit
10.12 of Registrant's Annual Report on Form 10-KSB for the year ended
December 31, 2006).
10.27 Stock Purchase Agreement, dated March 9, 2007, between Gales Industries
Incorporated and John Gantt and Lugenia Gantt, the shareholders of Welding
Metallurgy, Inc. (incorporated by reference to Exhibit 10.1 of the
Registrant's Form 8-K report, filed March 14, 2007).
10.28 Amendment No. 1 dated August 2, 2007 to the Stock Purchase Agreement,
dated March 9, 2007, between Gales Industries Incorporated and John Gantt
and Lugenia Gantt, the shareholders of Welding Metallurgy, Inc.
(incorporated by reference to Exhibit 10.1 of Registrant's Form 8-K/A
report, filed August 3, 2007).
10.29 Separation Agreement and General Release dated March 16, 2007 between the
Registrant and Michael A. Gales (incorporated by reference from the
Registrant's Form 8-K filed on March 20, 2007).
10.30 7% Promissory Note of Registrant in the principal amount of $2,000,000 in
favor of John and Lugenia Gantt(incorporated by reference from the
Registrant's Form 8-K filed on August 26, 2007). .
10.31 Escrow Agreement dated as of August 24, 2007 by and among the Registrant,
John and Lugenia Gantt and Eaton & Van Winkle LLP, as escrow agent
(incorporated by reference from the Registrant's Form 8-K filed on August
26, 2007).
10.32 Registration Rights Agreement dated as of August 24, 2007 by and among the
Registrant and John and Lugenia Gantt (incorporated by reference from the
Registrant's Form 8-K filed on August 26, 2007).
10.33 Fourth Amendment to the Revolving Credit, Term Loan and Security Agreement
dated as of November 30, 2005 with the financial institutions named
therein (the "Lenders") and PNC Bank N.A., as agent for the Lenders, as
amended, dated as of August 24, 2007 (incorporated by reference from the
Registrant's Form 8-K filed on August 26, 2007).
10.34 Loan and Security Agreement dated as of August 24, 2007 among Air
Industries Machining, Corp., Sigma Metals, Inc., Welding Metallurgy, Inc.
and Steel City Capital Funding LLC incorporated by reference from the
Registrant's Form 8-K filed on August 26, 2007).
10.35 Pledge Agreement dated as of August 24, 2007 by and among Air Industries
Machining, Corp. and Sigma Metals, Inc., as pledgors, and Steel City
Capital Funding LLC., as pledge incorporated by reference from the
Registrant's Form 8-K filed on August 26, 2007).
10.36 Pledge Agreement dated as of August 24, 2007 by and among Air Industries
Machining, Corp. and Sigma Metals, Inc., as pledgors, and John and Lugenia
Gantt, as pledges (incorporated by reference from the Registrant's Form
8-K filed on August 26, 2007).
10.37 Pledge Agreement dated as of August 24, 2007 by and between Air Industries
Group, Inc., as pledgor, and Steel City Capital Funding LLC, as pledge
(incorporated by reference from the Registrant's Form 8-K filed on August
26, 2007).
10.38 Guarantor Suretyship Agreement dated as of August 24, 2007 between the
Registrant and Steel City Capital Funding LLC (incorporated by reference
from the Registrant's Form 8-K filed on August 26, 2007).
10.39 Stock Purchase Agreement, dated as of November 15, 2007, by and among Air
Industries Group, Inc. and the shareholders of Blair Industries, Inc.,
Blair Accumulators, Inc., H.S.M. Machine Works, Inc., and H.S.M. Machine
Works, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant's
Current Report on Form 8-K filed with the SEC on November 15, 2007).
10.40 Letter of Clarification between the Company and Michael A. Gales dated May
11, 2007 (incorporated by reference to Exhibit 10.2 to the Registrant's
Quarterly Report on Form 10-QSB for the fiscal quarter ended March 31,
2007).
10.41 Sublease agreement dated as of January 1, 2008 between Huttig Building
Products, Inc. and the Registrant.
14.1 Code of Ethics (incorporated by reference to Exhibit 14.1 to the
Registrant's Registration Statement on Form SB-2 (Registration No.
333-144561) filed with the SEC on July 13, 2007 and declared effective on
July 27, 2007).
21.1 Subsidiaries
23.1 Consent of Goldstein Golub & Kessler LLP*
23.2 Consent of McGladrey & Pullen, LLP*
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under
the Securities Exchange Act of 1934*
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under
the Securities Exchange Act of 1934*
32.1 Certification of Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)*
32.2 Certification of Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)*
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* Filed with this amendment
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment to the report to be
signed on its behalf by the undersigned, thereunto duly authorized.
AIR INDUSTRIES GROUP, INC.
Dated: April 17, 2008
By: /s/ Louis A. Giusto
-----------------------
Louis A. Giusto
Chief Financial Officer and Treasurer
(principal financial and accounting officer)