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) January 25, 2005 (January 24, 2005)
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Elecsys Corporation
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(Exact name of registrant as specified in its charter)
KANSAS 0-22760 48-1099142
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
15301 W. 109th Street Lenexa, Kansas 66219
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (913) 647-0158
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Not Applicable
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(Former name or former address, if changed since last report)
Item 2.04 Triggering Events That Accelerate or Increase a Direct
Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement.
On January 24, 2005, Eiger Investment Group, L.L.C. ("Eiger") notified
the Company of its intent to convert, on January 31, 2005, the $500,000
convertible subordinated debenture it owns into 259,065 shares of the Company's
common stock. Eiger, which is owned by the Company's management team, purchased
the $500,000 convertible subordinated debenture from a third party in June of
2004. The subordinated debenture is due February 7, 2005 and is convertible at
$1.93 per common share.
Item 3.02 Unregistered Sale of Equity Securities.
The Company has committed to issue, on January 31, 2005, 259,065 shares
of its common stock to Eiger Investment Group, L.L.C. ("Eiger") upon Eiger's
conversion of its $500,000 convertible subordinated debenture. No commission or
other remuneration has been or will be paid or given directly or indirectly to
anyone to solicit the conversion and no advertising has been or will be
undertaken by the Company with respect to the conversion. Based upon these facts
and the fact that the securities will be sold to an existing security holder
that is entirely owned by the Company's management team, the Company intends to
rely upon Sections 3(a)(9) and 4(2) of the Securities Act of 1933, as amended,
as its basis for claiming an exemption from registration. A copy of the press
release announcing the conversion of the debenture and sale of securities is
furnished under Item 9.01 of this Form 8-K as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(c) EXHIBITS. The following exhibits are filed herewith:
99.1 Press Release dated January 25, 2005.
SIGNATURE
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 25, 2005
ELECSYS CORPORATION
By: /s/ Todd A. Daniels
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Todd A. Daniels
Vice President and Chief Financial Officer
