api_8k.htm
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):
|
May 19,
2010 |
| |
| Advanced Photonix, Inc. |
| (Exact
Name of Registrant as specified in its
Charter) |
| Delaware |
1-11056 |
33-0325836 |
| (State
or other jurisdiction |
(Commission |
(IRS
Employer |
| of incorporation) |
File
Number) |
Identification No.) |
| |
| 2925 Boardwalk, Ann Arbor,
Michigan |
48104 |
|
| (Address of Principal Executive
Offices) |
(ZIP
Code) |
|
|
Registrant's telephone number,
including area code:
|
(734)
864-5600 |
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 the Exchange Act
(17 CFR 240.13e-4(c))
Item 1.01 - Entry into a Material
Definitive Agreement.
On May 19, 2010,
Advanced Photonix, Inc. (“API”) and Picometrix, LLC (“Picometrix”), a
wholly-owned subsidiary of API, entered into debt conversion agreements (the
“Debt Conversion Agreements”) with Michigan Economic Development Corporation
(“MEDC”) and Michigan Strategic Fund (“MSF”). Pursuant to the Debt Conversion
Agreements (A) MEDC is to assign to MSF a portion of its existing loan to
Picometrix, (B) an aggregate of $562,336.59 of principal and interest owed by
Picometrix is to be converted into an aggregate of 1,041,363 shares of Class A
Common Stock of API at a conversion price of $0.54 per share, and (C) the
$2,224,526 balance of Picometrix’s existing debt to MEDC is to be repaid as
follows: (x) $1,024,526 principal plus accrued interest to MEDC in 51 equal
monthly installments commencing on October 1, 2010 at a per annum rate of 4.0%
which has been reduced from 7% as of December 1, 2009; and (y) $1,200,000
principal plus accrued interest to MSF in 52 equal monthly installments
commencing on July 1, 2010 at a per annum rate of 4.0% which has been reduced
from 7% as of November 1, 2009.
The closing of each
debt conversion transaction is contingent on the receipt of (i) approval from
NYSE Amex of the listing application for the conversion shares and (ii) consent
from The PrivateBank and Trust Company as required under the Loan Agreement
dated September 25, 2008 between API and The PrivateBank. API has received the
required consent from The PrivateBank on May 21, 2010.
The descriptions of
the above documents are qualified in their entirety by reference to the copies
of the documents filed herewith as Exhibits 10.1 and 10.2, which are each
incorporated herein by reference.
Item 9.01 - Financial Statements and
Exhibits.
(d) Exhibits
| Exhibit |
|
|
| Number |
|
Exhibit |
|
| 10.1 |
|
Debt
Conversion Agreement entered into as of May 19, 2010, by and among Picometrix, LLC, Advanced Photonix, Inc. and Michigan Economic
Development Corporation |
| |
| 10.2 |
|
Debt
Conversion Agreement entered into as of May 19, 2010, by and among Picometrix, LLC, Advanced Photonix, Inc., Michigan Economic
Development Corporation and Michigan Strategic
Fund |
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 thereunto duly
authorized.
|
|
|
ADVANCED PHOTONIX,
INC. |
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/Robin F. Risser |
|
| |
|
|
Robin
F. Risser, Chief Financial
Officer |
Dated: May 24,
2010
EXHIBIT INDEX
| Exhibit |
|
|
| Number |
|
Exhibit |
|
| 10.1 |
|
Debt
Conversion Agreement entered into as of May 19, 2010, by and among Picometrix, LLC, Advanced Photonix, Inc. and Michigan Economic
Development Corporation |
| |
| 10.2 |
|
Debt
Conversion Agreement entered into as of May 19, 2010, by and among Picometrix, LLC, Advanced Photonix, Inc., Michigan Economic
Development Corporation and Michigan Strategic
Fund |