United States | |||
Securities and Exchange Commission | |||
Washington, D.C. 20549 | |||
FORM 8-K/A | |||
Current Report Pursuant to | |||
Section 13 or 15(d) of the Securities Exchange Act of 1934 | |||
December 29, 2009 | |||
Date of Report (Date of earliest event reported) | |||
SAKER AVIATION SERVICES, INC. | |||
(Exact name of registrant as specified in its charter) | |||
Nevada | 000-52593 | 87-0617649 | |
(State of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |
101 Hangar Road, Avoca, Pennsylvania | 18641 | ||
(Address of principal executive offices) | (Zip Code) | ||
(570) 457-3400 | |||
(Registrant’s telephone number, including area code) | |||
Not applicable | |||
(Former name or former address, 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 (see General Instruction A.2. below): | |||
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||
Explanatory Note:
On January 4, 2009, Saker Aviation Services, Inc. (the “Company”) filed a Current Report on Form 8-K to report that its prior lender, Five Star Bank, had sold, assigned and transferred certain of the Company’s outstanding indebtedness to a new lender, Birch Hill Capital, LLC (“Birch Hill”). Item 1.01 of such Current Report on Form 8-K is being amended hereby and Item 3.02 is being added hereby to disclose the terms of a Warrant to Purchase Common Stock executed by the Company in favor of Birch Hill in order to facilitate such sale, assignment and transfer. For convenience, the text of the Company’s Current Report on Form 8-K filed on January 4, 2009 is restated in this Amendment to Current Report on Form 8-K/A.
Item 1.01 Entry Into to a Material Definitive Agreement.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Effective December 29, 2009, Five Star Bank (“Five Star”) executed an Allonge and an Assignment of Note and Note Documents (together, the “Assignment Documents”) pursuant to which that certain $1,000,000 Line of Credit Note and related documents and agreements dated March 3, 2009 made jointly and severally by Airborne, Inc. (“Airborne”) and Saker Aviation Services, Inc. (the “Company”) in favor of Five Star (collectively, the “Loan Agreements”) were sold, assigned and transferred to Birch Hill Capital, LLC (“Birch Hill”). The Loan Agreements are more particularly described in Item 1.01 of the Company’s Current Report on Form 8-K dated March 2, 2009 and the information contained under the heading “Five Star Bank Loan Agreement” in such Item 1.01 is incorporated herein by reference. Approximately $1,000,000 was outstanding under the Line of Credit Note as of December 31, 2009.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth above in Items 2.03 of this Current Report on Form 8-K is incorporated by reference herein.
Effective December 29, 2009, and in order to facilitate the transactions described in Item 2.03 of this Current Report on Form 8-K, the Company executed a Warrant to Purchase Common Stock (such Warrant, together with the shares of the Company’s Common Stock, par value $0.001 per share, underlying such Warrant, is referred to as the “Warrant”) in favor of Birch Hill. The Warrant provides Birch Hill with the right, prior to December 28, 2014, to purchase up to 5,000,000 shares of the Company’s Common Stock at a price of $0.05 per share. The Warrant also contains terms and conditions customary to such instruments, including but not limited to, anti-dilution provisions and “piggyback” registration rights. The Company relied upon the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended, in connection with its issuance of the Warrant, as such issuance was not a transaction involving a public offering. The Company intends to file the Warrant as an Exhibit to its Annual Report on Form 10-K for the year ended December 31, 2009.
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.
Date: January 8, 2010 | SAKER AVIATION SERVICES, INC. | ||
By: | /s/ Ronald J. Ricciardi | ||
Ronald J. Ricciardi | |||
President and Chief Executive Officer | |||