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
Date of Report: APRIL 11, 2002
(Date of Earliest Event Reported)
ADVANCED AERODYNAMICS & STRUCTURES, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 000-21749 95-4257380
(State or other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
3205 LAKEWOOD BLVD.
LONG BEACH, CA 90808
(Address of principal executive offices)
BUSINESS (562) 938-8618
FAX (562) 938-8620
(Registrant's telephone number)
ITEM 5. OTHER EVENTS
On April 11, 2002, Advanced Aerodynamics & Structures, Inc. ("AASI")
completed a financing transaction involving the sale to certain investors of
$950,000 of Unsecured Convertible Notes, bearing an annual interest rate of 8%,
and convertible after 120 days after the issuance of the Notes into shares of
AASI's Class A Common Stock at a conversion price per share, subject to election
by the holder of the Notes, of (i) $.35; or (ii) seventy percent (70%) of the
average of the three lowest closing bid prices for the Class A Common Stock for
the thirty (30) trading days prior to but not including the conversion date for
the applicable Notes. At the election of the holder of the Notes, any interest
accrued and unpaid may be paid in Class A Common Stock, the number of shares of
which will be determined according to the then applicable conversion price for
the Notes. As part of this transaction, each purchaser of Notes was issued
Warrants allowing the purchase of two shares of Class A Common Stock for each
$1.00 invested in the Notes. The per share "Purchase Price" of Class A Common
Stock, under these Warrants, is $.25 for 50% of the Warrants and $.30 for the
other 50% of the Warrants.
These Unsecured Convertible Notes, as well as the notes issued in the
financing transaction which was completed on March 26, 2002, are part of a
previously reported private placement offering of up to an aggregate of
$5,000,000 of AASI's 8% Unsecured Convertible Notes pursuant to a Subscription
Agreement dated January 30, 2002.
The net proceeds from this transaction will be used for working capital
purposes.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Exhibits.
No. Description
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4.1 April 11, 2002 Subscription Agreement and Form of
Unsecured Note (Exhibit A to the Subscription Agreement)
and Form of Warrant (Exhibit D to the Subscription
Agreement).
4.2 The January 30, 2002 Subscription Agreement and Form of
Unsecured Note (Exhibit A to the Subscription Agreement)
and Form of Warrant (Exhibit D to the Subscription
Agreement) are incorporated by reference to the Company's
Report on Form 8-K filed with the Securities and Exchange
Commission on March 14, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
ADVANCED AERODYNAMICS & STRUCTURES, INC.
By: /s/ L. Peter Larson
-------------------------------------
L. Peter Larson
Chief Financial Officer
Date: April 26, 2002
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