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): July 21, 2008
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 July
21, 2008, the Company entered into a Second Amendment (the “Amendment”) to the
Securities Purchase Agreement dated April 17, 2007 (the “Agreement”)
with Satellite Fund II, L.P., Satellite Fund IV, L.P., The Apogee Fund, LLC, and
Satellite Fund V, LLC (collectively, the "Note Purchasers"), which Amendment
reduced the maximum amount of 16% Senior Subordinated Notes, due December 30,
2011 ("Subordinated Notes") to be issued under the Agreement from $28 million to
$14 million and reduced the number of shares of the Company’s Common Stock
issuable upon exercise of the Warrants issued to the Note Purchasers under the
Agreement from 171,473 to 81,224. The Amendment also provides
for the refund to the Company of certain fees paid to the Note Purchasers at the
initial closing of the Agreement, as well as a portion of the Unused Commitment
Fees paid to the Note Purchasers through June 30, 2008. Finally,
the Amendment revises certain prepayment provisions of the
Agreement. The foregoing description is qualified in its entirety by
reference to the Amendment, which is attached as Exhibit 10.1 hereto and
incorporated herein by reference.
Pursuant
to the Amendment, on July 21, 2008, the Company issued Subordinated Notes in an
aggregate principal amount of $4 million to the Note Purchasers and issued
amended and restated Warrants to purchase an aggregate of 81,224 shares of the
Company’s Common Stock to the Note Purchasers in exchange for the originally
issued Warrants. The aggregate consideration received by the Company
for the issuance of such Subordinated Notes and amended and restated Warrants
was $3,960,000 cash. The issuances of the Subordinated Notes and
amended and restated Warrants were made in reliance upon the exemption from the
registration requirements of the Securities Act of 1933, as amended, pursuant to
Section 4(2) thereunder, based upon, among other things, the sophistication of
and limited number of Note Purchasers and their ability to bear the potential
loss of the entire investment, the information regarding the Company provided to
or available to the Note Purchasers, the private manner of offering and the
resale limitations applicable to the Subordinated Notes and amended and restated
Warrants. The exercise price of the amended and restated Warrants is
$8.75 per share, subject to weighted-average adjustment in the event of certain
dilutive issuances by the Company and subject to proportionate adjustment in the
event of stock splits, combinations, dividends, recapitalizations and the
like. The amended and restated Warrants are exercisable during the
four-year period commencing upon the earlier to occur of December 30, 2011,
a change in control of the Company or the occurrence of certain events under the
Company’s stockholder rights plan relating to its authorized Series A Preferred
Stock.
Item 9.01
Exhibit and Financial Statements
The
following Exhibits are being furnished with this Form 8-K:
Exhibit
10.1 Form of Second Amendment to Securities Purchase Agreement
Exhibit 10.2 Annex A to the Second
Amendment to the Securities Purchase Agreement - Maximum Debt to Value Ratios
and Maximum Balances
Exhibit
10.3 Annex D to the Second Amendment to the Securities Purchase Ageement - Form
of Subordinated Note
Exhibit
10.4 Annex E to the Second Amendment to the Securities Purchase Agreement - Form
of Amended and Restated Warrant
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: July
23, 2008
AEROCENTURY
CORP
By: /s/
Toni M. Perazzo
Toni M.
Perazzo
Sr. Vice
President & Chief Financial Officer