Timco Aviation Services,Inc.
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)
Commission File No. 1-11775
TIMCO AVIATION SERVICES, INC.
(Exact Name Of Registrant As Specified In Its Charter)
|
|
|
Delaware
|
|
65-0665658 |
(State Or Other Jurisdiction Of
|
|
(IRS Employer |
Incorporation Or Organization)
|
|
Identification No.) |
623 Radar Road
Greensboro, North Carolina 27410
(Address Of Principal Executive Offices)
(Registrants Telephone Number, Including Area Code)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
1
Item 1.01. Entry into a Material Definitive Agreement.
On October 12, 2005, the Company closed on its tender offer and consent solicitation (the Offer
and Consent Solicitation) to the holders of its 8% senior subordinated convertible PIK notes due
2006 (Senior Notes) and its 8% junior subordinated convertible PIK notes due 2007 (Junior
Notes, and collectively with the Senior Notes, the Notes) to receive a 15% premium for agreeing
to an early conversion of their Notes into shares of the Companys authorized but unissued common
stock. In the Offer and Consent Solicitation, the Company received tenders and related consents
from the holders of 98% of its outstanding Senior Notes and tenders from the holders of 33% of its
outstanding Junior Notes.
At the closing, the Company issued the following shares of its authorized but unissued common
stock:
|
|
|
161,624,859 shares to the holders of its Senior Notes who tendered in the Offer and
Consent Solicitation (including 21,081,503 premium shares); |
|
|
|
|
875,408 shares to the holders of its Junior Notes who tendered in the Offer and
Consent Solicitation (including 114,183 premium shares); and |
|
|
|
|
60,559,862 shares to LJH Ltd., an entity controlled by the Companys principal
stockholder, upon the partial exercise of the LJH Warrant. |
Following the closing of the Offer and Consent Solicitation, the Company has 479,619,301
shares of common stock outstanding and Lacy J. Harber, the Companys principal stockholder (who
beneficially owns LJH Ltd.), holds approximately 43% of the outstanding common stock.
The Offer and Consent Solicitation was made solely to the Companys existing Noteholders in
reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of
1933, as amended, and exemptions under state securities laws, and was not registered with the SEC.
The issuance of shares of common stock to LJH Ltd. in connection with its partial exercise of the
LJH Warrant was made in a private offering in reliance on the exemption provided by Section 4(2) of
the Securities Act of 1933.
After consummation of the Offer and Consent Solicitation, approximately $2.2 million of the Notes
remain outstanding (all such remaining Notes will automatically convert into shares of common stock
at their maturity).
On October 12, 2005, the Company issued a press release announcing the closing of the Offer and
Consent Solicitation. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby
incorporated by reference.
Additionally, at the closing, the Company, certain subsidiaries of the Company and HSBC Bank USA,
National Association (as successor to HSBC Bank USA) (the Trustee) entered into a supplemental
indenture (the Supplemental Indenture) to the indenture, dated as of February 28, 2002 (the
Indenture), among the Company, certain subsidiaries of the Company and the Trustee, under which
the Senior Notes were issued. The Supplemental Indenture was entered into in connection with the
Offer and Consent Solicitation. As a result of such amendments, virtually all of the covenant
protections contained in the Indenture have been eliminated. The description above is qualified in
its
2
entirety by the Supplemental Indenture, a copy of which is filed as exhibit 4.1 to this Form 8-K.
Further, as discussed below, at the Companys 2005 Annual Meeting of Stockholders, the stockholders
approved an amendment to the TIMCO Aviation Services, Inc. 2003 Stock Incentive Plan (the Plan).
The amendment increased the number of shares reserved for issuance under the Plan to 2.5 million
post-reverse split shares of the Companys authorized but unissued common stock. The form of
amendment to the Plan is contained in Annex C to the Companys definitive proxy statement dated
August 31, 2005 and is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
See the description in Item 1.01 of this Form 8-K regarding the issuance of shares of common stock
in the Offer and Consent Solicitation, which description is incorporated herein by reference.
Item 8.01. Other Events.
On October 7, 2005, the Company held its 2005 Annual Meeting of Stockholders to consider and vote
upon seven matters. At the meeting, at which the holders of 254,052,964 shares (99.02%) of our
outstanding common stock were represented in person or by proxy, constituting a quorum for the
transaction of business, the following proposals were adopted by the vote indicated:
PROPOSAL 1: Amendment to the Companys certificate of incorporation to declassify the board of
directors:
|
|
|
|
|
Voted For: 251,676,128
|
|
Voted Against: 146,388
|
|
Abstained: 2,230,448 |
PROPOSAL 2: To elect six persons to the Companys board of directors to serve until the 2006 Annual
Meeting of Stockholders
|
|
|
Roy T. Rimmer, Jr. |
|
|
|
|
|
Voted For: 253,851,378
|
|
Voted Against: 201,586 |
|
|
|
Steven L. Gerard |
|
|
|
|
|
Voted For: 252,714,096
|
|
Voted Against: 1,338,868 |
|
|
|
Jack J. Hersch |
|
|
|
|
|
Voted For: 253,800,121
|
|
Voted Against: 252,843 |
3
|
|
|
Philip B. Schwartz |
|
|
|
|
|
Voted For: 252,770,890
|
|
Voted Against: 1,282,074 |
|
|
|
Leonard Singer |
|
|
|
|
|
Voted For: 253,913,784
|
|
Voted Against: 139,180 |
|
|
|
Clyde Kizer |
|
|
|
|
|
Voted For: 253,917,216
|
|
Voted Against: 135,748 |
PROPOSAL 3: Amendment to the Companys certificate of incorporation to reduce the number of
authorized common shares from 500,000,000 shares to 100,000,000 shares
|
|
|
|
|
Voted For: 223,663,765
|
|
Voted Against: 82,278
|
|
Abstained: 62,771 |
PROPOSAL 4: Amendment to the Companys certificate of incorporation to effect a reverse stock split
of our issued and outstanding common stock on a one-new-share-for-40-old-shares basis
|
|
|
|
|
Voted For: 223,619,151
|
|
Voted Against: 126,031
|
|
Abstained: 63,632 |
PROPOSAL 5: To approve a rights offering giving holders of the Companys common stock the right to
purchase 1.5 shares of post-reverse split common stock for each share of post-reverse split common
stock held by them and the related use by the Companys principal stockholder of a promissory note
due to him from the Company to purchase shares in the rights offering
|
|
|
|
|
Voted For: 223,521,416
|
|
Voted Against: 227,101
|
|
Abstained: 60,297 |
PROPOSAL 6: To effect an amendment to the 2003 Stock Incentive Plan
|
|
|
|
|
Voted For: 222,719,732
|
|
Voted Against: 1,002,925
|
|
Abstained: 86,156 |
PROPOSAL 7: To ratify Grant Thornton LLP as the Companys registered independent public accountants
for the fiscal year ended December 31, 2005
|
|
|
|
|
Voted For: 253,949,089
|
|
Voted Against: 26,215
|
|
Abstained: 77,660 |
4
|
|
|
|
|
Item 9.01 |
|
Financial Statements and Exhibits. |
|
|
|
|
|
|
|
(c)
|
|
Exhibits |
|
|
|
|
|
4.1 |
|
Supplemental Indenture dated as of October 12, 2005 by and among TIMCO Aviation Services,
Inc. (the Company), certain subsidiaries of the Company, and HSBC Bank USA, National
Association (as successor to HSBC Bank USA), as Trustee. |
|
|
|
|
|
99.1 |
|
Press Release issued October 12, 2005 |
5
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
|
|
|
TIMCO
|
|
Aviation Services, Inc. |
|
|
|
|
|
|
|
By:
|
|
/s/ James H. Tate |
|
|
|
|
|
|
|
James H. Tate, Executive Vice President,
Chief Administrative Officer and Chief
Financial Officer |
Dated: October 12, 2005
6
Index to Exhibits
|
|
|
|
Exhibit
Number |
|
Description
of Exhibit |
4.1
|
|
Supplemental Indenture dated as of October 12, 2005 by and among TIMCO Aviation Services,
Inc. (the Company), certain subsidiaries of the Company, and HSBC Bank USA, National
Association (as successor to HSBC Bank USA), as Trustee. |
|
|
|
99.1
|
|
Press Release issued October 12, 2005 |
7