Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
AIRT > SEC Filings for AIRT > Form 8-K on 13-Jun-2013All Recent SEC Filings

Show all filings for AIR T INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for AIR T INC


13-Jun-2013

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01. Entry into a Material Definitive Agreement.

On June 13, 2013, Air T, Inc. (the "Company") the Company entered into an Amended and Restated Rights Agreement with American Stock Transfer & Trust Company, LLC, as rights agent (the "Restated Rights Agreement"), which amends and restates the Company's former rights agreement (the "Original Rights Agreement") in its entirety.

The primary changes to the Original Rights Agreement effected by the Restated Rights Agreement are to (i) increase the triggering percentage of beneficial ownership of the Company's common stock from 15% to 20%, (ii) provide that the Restated Rights Agreement will expire upon final adjournment of the Company's 2013 annual meeting of stockholders if not approved by a vote in which more votes are cast in favor of approval of the Restated Rights Agreement than against it and (iii) add a "chewable" that would make a "Qualifying Offer" (as defined in the Restated Rights Agreement) eligible for exemption from the operation of the Restated Rights Agreement under certain conditions. In general, a Qualifying Offer is a fully financed all-cash tender offer or exchange offer for any and all outstanding shares of the Company's common stock that includes a commitment by the offeror to promptly consummate any second step transaction needed to acquire all remaining Company shares for the same consideration (subject only to shareholders' exercise of statutory appraisal rights) and that meets other requirements specified in the Restated Rights Agreement. In the event the Company receives such a Qualifying Offer, and within 90 business days of the commencement of such Qualifying Offer (the "Board Evaluation Period"), the Board has not redeemed the outstanding rights under the Restated Rights Agreement, exempted the Qualifying Offer from the terms of the Restated Rights Agreement or called a special meeting of shareholders to vote on whether to exempt the Qualifying Offer from the terms of the Restated Rights Agreement, holders of at least 10% of the Company's common stock (excluding shares beneficially owned by the offeror and its affiliates and associates) may request that the Board call a special meeting for this purpose. If, subject to the conditions specified in the Restated Rights Agreement, the special meeting is not convened by the 60th business day following the last day of the Board Evaluation Period or the special meeting is convened and a majority of shares of the Company's common stock outstanding as of the record date for the special meeting (excluding shares beneficially owned by the offeror and its affiliates and associates) are voted in favor of exempting the Qualifying Offer, the Qualifying Offer will be deemed exempt from the Restated Rights Agreement.

The foregoing description is only a summary, and is not complete, and should be read together with the entire Restated Rights Agreement, which has been filed as an exhibit hereto.



Item 9.01. Financial Statements and Exhibits.

Exhibit Description
4.1 Amended and Restated Rights Agreement, dated as of June 13, 2013, between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent


  Add AIRT to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for AIRT - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.