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):April 17, 2007
AEROCENTURY
CORP.
(Exact
name of Registrant as specified in its charter)
|
Delaware
|
94-3263974
|
|
(State of Incorporation)
|
(I.R.S. Employer Identification
No.)
|
1440
Chapin Avenue, Suite 310
Burlingame,
CA 94010
(Address
of principal executive offices including Zip Code)
650-340-1888
(Registrant's
telephone number, including area code)
Not
applicable
(Former
name and former address, if changed since last report)
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 (see General Instruction A.2. below):
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 theExchange
Act
(17 CFR 240.13e-4(c)
Item
1.01 Entry into a Material Definitive Agreement
Item
2.03 Creation of a Direct Financial Obligation
Item
3.02 Sale of Unregistered Securities
On
April 17, 2007, the Company entered into a Securities Purchase
Agreement with Satellite Fund II, L.P., Satellite Fund IV, L.P., The Apogee
Group, LLC, and Satellite Fund V, LLC (collectively, the "Note Purchasers"),
whereby the Company agreed to issue 16% Senior Subordinated Notes, due December
30, 2011 ("Subordinated Notes"), with an aggregate principal amount of $28
million. Under the Securities Purchase Agreement, the Note Purchasers also
were issued Warrants to purchase up to 171,473 shares of the Company's Common
Stock, which are subject to registration rights pursuant to an Investor's
Registration Rights Agreement. At the April 17 closing, an
initial issuance of $10 million of the Subordinated
Notes was made to the Note Purchasers.
Contemporaneously
with the Subordinated Note transaction closing,
the Company and National City Bank, California Bank & Trust, First Bank, and
Bridge Bank, National Association entered into a Second Amended and Restated
Credit Agreement (the "Restated Credit Agreement"). The Restated Credit
Agreement provides for a three-year term, provides for an $25
million increase in the maximum amount available under the credit
facility to $80 million and has provisions allowing the Company to increase
the maximum amount available under the credit facility to $110 million.
Item
9.01 Exhibit and Financial Statements.
The
following Exhibits are being furnished with this Form 8-K:
Exhibit
10.1 Form of Securities Purchase Agreement
Exhibit
10.2 Form of Warrant
Exhibit
10.3 Form of Investor Rights Agreement
Exhitib
10.4 Form of Restated Credit Agreement
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, thereto
duly authorized.
Date:
April 17, 2007
AEROCENTURY
CORP
.
By:
/s/ Toni M. Perazzo
Toni
M.
Perazzo
Sr.
Vice
President & Chief Financial Officer