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): March 17, 2010
AVSTAR AVIATION GROUP, INC.
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(Exact name of registrant as specified in its charter)
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Colorado 0-30503 76-0635938
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(State or other jurisdiction (Commission File Number) (IRS Employer ID Number)
of incorporation)
3600 Gessner, Suite 220, Houston, Texas 77063
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code (281) 710-7103
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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:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
The information included in Item 5.02 of this Current Report on Form 8-K
with regard to the "Employment Agreement" (as defined therein), and (to the
extent that it must be reported in this Item) the information included in Item
8.01 of this Current Report on Form 8-K with regard to the grant of exclusive
marketing rights by SatMAX Corporation described therein, is also incorporated
by reference into this Item 1.01.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
On March 19, 2010, AvStar Aviation Group, Inc. ("Registrant") issued 15.0
million shares of its common stock to Russell Ivy, Registrant's president and
Chief Executive Officer, in connection with the re-negotiation of this officer's
verbal employment agreement (including a salary reduction) and the
memorialization of this agreement in writing. These shares were issued as an
inducement to Mr. Ivy to enter into the written employment agreement.
Moreover, Registrant issued an aggregate of 21.0 million shares of its
common stock to three persons holding interests in a convertible promissory note
in exchange for an aggregate of $52,500 of the indebtedness represented by this
note. Of these shares, 14.0 million were issued near the end of March 2010, and
7.0 million were issued about the third week of April 2010.
All of the issuances of shares described in this Item are claimed to be
exempt pursuant to Rule 506 of Regulation D under the Securities Act of 1933
(the "Act"), and (in the case of the issuance to Mr. Ivy) Section 4(2) of the
Act. No advertising or general solicitation was employed in offering these
securities. The offering and sale was made only to accredited investors, and
subsequent transfers were restricted in accordance with the requirements of the
Act.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Russell Ivy, Registrant's president and Chief Executive Officer, has
entered into an employment agreement with Registrant dated March 17, 2010 (the
"Employment Agreement"). The Employment Agreement has a one-year term, possibly
subject to earlier termination by either Registrant or Mr. Ivy upon notice to
the other. Under the Employment Agreement, Mr. Ivy is to receive an annual
salary of $37,500, which represents a significant reduction from a salary that
Mr. Ivy had heretofore been receiving pursuant to a verbal employment agreement.
Furthermore, per the Employment Agreement, Registrant agreed to sell to Mr. Ivy,
15.0 million shares of Registrants' common stock as an inducement to Mr. Ivy to
enter into the written employment agreement. Mr. Ivy is also entitled to
participate in any and all employee benefit plans now existing or hereafter
established for Registrant's employees, provided that he meets the eligibility
criterion therefor.
ITEM 8.01 OTHER EVENTS.
On May 17, 2010, Registrant issued a press release reporting on the grant
to Registrant by SatMAX Corporation of certain exclusive marketing rights to
SatMAX's communications repeaters and avionics testing equipment for the
commercial helicopter industry. A copy of this press release is attached to
this Form 8-K as Exhibit 99.1. This information is not "filed" pursuant to the
Securities Exchange Act and is not incorporated by reference into any Securities
Act registration statements. Additionally, the submission of this report on
Form 8-K is not an admission as to the materiality of any information in this
report that is required to be disclosed solely by Regulation FD. Any
information in this report supercedes inconsistent or outdated information
contained in earlier Regulation FD disclosures.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit
Number Exhibit Title
10.1 Employment Agreement dated March 17, 2010 between the Registrant
and Russell Ivy
99.1 Press Release of AvStar Aviation Group, Inc. dated May 17,
2010 entitled "AAVG Signs LOI; $5 Million Contract With
SatMAX Corporation."
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.
AVSTAR AVIATION GROUP, INC.
Date: May 18, 2010 /s/ Russell Ivy
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Russell Ivy, President and Chief Executive
Officer