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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):
NOVEMBER 9, 1998
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AMERICAN AIRCARRIERS SUPPORT, INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 0-24275 52-2081515
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
3516 CENTRE CIRCLE DRIVE
FORT MILL, SOUTH CAROLINA 29715
(Address of principal executive offices)
(803) 548-2160
(Registrant's telephone number, including area code)
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ITEM 5. ACQUISITION OR DISPOSITION OF ASSETS
On November 9, 1998, American Aircarriers Support, Incorporated
(the "Company") completed the acquisition of substantially all of the operating
assets of Condor Flight Spares, Inc. ("Condor") pursuant to an Asset Purchase
Agreement (the "Agreement") dated as of November 9, 1998 among the Company,
American Aircarriers Support Acquisition III Corp., a wholly owned subsidiary of
the Company formed for the purpose of effecting the acquisition (the
"Subsidiary"), the Company, Condor, and Ned Angene and Martin Washofsky,
shareholders of Condor owning approximately 99% of the outstanding shares of
Condor (the "Shareholders"). Pursuant to the Agreement, the Company acquired
substantially all of the assets of Condor for a purchase price $1,750,000. The
purchase price was comprised of $1,000,000 cash paid from working capital and
issuance of 125,000 shares of the Company's Common Stock valued at $750,000.
Condor received one-half of the cash payment on November 9, 1998 and the other
one-half of the cash payment and the shares of Common Stock on November 30,
1998, the date upon which Condor received FAA certification to overhaul and
maintain landing gear for commercial aircraft.
Simultaneously with the execution of the Agreement, the Company entered
into a lease with Condor Properties of Miami, Inc. for real property and an
approximately 40,000 square foot facility where Condor's business is currently
located. Mr. Angene and Mr. Washofsky are principal shareholders of Condor
Properties of Miami, Inc. The initial rental payments of $21,650 per month
automatically increase by one percent per year annually during the initial ten
year term and any renewal terms.
For a period of one year, Condor may "piggy-back" the shares acquired
pursuant to the Agreement onto any registration statement which the Company
files to register any of its securities under the Securities Act of 1933, as
amended (the "Act"), in connection with a public offering for cash proceeds
payable in whole or in part to the Company. Condor also was granted the right to
"demand" that the Company file a registration statement under the Act covering
such shares. The "demand" registration right commences after September 1, 1999
and may only be exercised on one occasion. All expenses incurred in connection
with the registration of Condor shares pursuant to either the piggyback and
demand registration rights are payable by the Company, excluding underwriting
discounts or fees.
Simultaneously with the execution of the Agreement, the Company entered
into a five year employment agreement with each of the Shareholders. Under their
respective agreements, Mr. Angene is to serve as President of the Subsidiary and
Mr. Washofsky is to serve as Executive Vice President Head of Sales of the
Subsidiary and the Subsidiary will continue to operate the business previously
operated by Condor. Mr. Angene has over 34 years' experience in the landing gear
business and has served in various capacities with several successful landing
gear companies, including Menasco, Cleveland Pneumatic (now BF Goodrich), Dixie
Aircraft (now AAR Landing Gear) and Castle Precision Cleveland and joined Condor
in 1998. Mr. Washofsky has over 16 years' experience in the landing gear
business and founded Condor in early 1998.
Condor, located in the Miami, Florida area, is in the business of
buying and selling various landing gear parts for commercial and cargo aircraft.
On November 30, 1998, Condor received FAA certification to overhaul and maintain
landing gear for commercial airlines.
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FORWARD LOOKING STATEMENTS
This Report on Form 8-K may contain forward-looking statements. When
used in this report, the words "may," "will," "expect," "anticipate,"
"continue," "estimate," "project," "intend," "believe" and similar expressions,
variations of these words or the negative of those words are intended to
identify forward-looking statements within the meaning of Section 27A of the Act
and Section 21E of the Securities Exchange Act of 1934 regarding events,
conditions and financial trends including, without limitation, business
conditions in the aircraft spare parts industry and the general economy, and
other risks or uncertainties detailed in other of the Company's Securities and
Exchange Commission filings. Such statements are based on management's current
expectations and are subject to risks, uncertainties and assumptions. Should one
or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, the Company's actual plan of operations, business
strategy, operating results and financial position could differ materially from
those expressed in, or implied by, such forward-looking statements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements relative to Condor are not required
pursuant to Item 310(c) and (d) of Regulation S-B.
(b) Pro forma financial information relative to Condor and the
Registrant are not required pursuant to Item 310(c) and (d) of Regulation S-B.
(c) The following exhibits are furnished herewith in accordance
with the provisions of Item 601 of Regulation S-B:
Reg. S-B
Exhibit No. Description Item No.
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2.3 Asset Purchase Agreement among the Company, American Aircarriers Support 2
Acquisition III Corp., Condor Flight Spares, Inc., Ned Angene and Martin
Washofsky
4.3 Registration Rights Agreement between the Company and Condor Flight 4
Spares, Inc.
10.1.4 Employment Agreement between the Company and Ned Angene 10
10.1.5 Employment Agreement between the Company and Martin Washofsky 10
10.5.3 Lease Agreement between the Company and Condor Properties of Miami, 10
Inc.
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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.
AMERICAN AIRCARRIERS SUPPORT, INCORPORATED
Date: December 4, 1998 By: /s/ Elaine T. Rudisill
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Elaine T. Rudisill, Chief Financial Officer
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EXHIBIT INDEX
Reg. S-B
Exhibit No. Description Item No.
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2.3 Asset Purchase Agreement among the Company, American Aircarriers Support 2
Acquisition III Corp., Condor Flight Spares, Inc., Ned Angene and Martin
Washofsky
4.3 Registration Rights Agreement between the Company and Condor Flight 4
Spares, Inc.
10.1.4 Employment Agreement between the Company and Ned Angene 10
10.1.5 Employment Agreement between the Company and Martin Washofsky 10
10.5.3 Lease Agreement between the Company and Condor Properties of Miami, 10
Inc.
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