tfcfrorm8k91708.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
September
17, 2008
Date
of Report (Date of earliest event reported)
Commission
File Number 1-6560
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THE
FAIRCHILD CORPORATION
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(Exact
name of Registrant as specified in its charter)
Delaware
(State of
incorporation or organization)
34-0728587
(I.R.S.
Employer Identification No.)
1750
Tysons Boulevard, Suite 1400, McLean, VA 22102
(Address
of principal executive offices)
(703)
478-5800
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
FORWARD-LOOKING
STATEMENTS:
Certain
statements in this filing contain "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995 with respect to
our financial condition, results of operation and business. These statements
relate to analyses and other information, which are based on forecasts of future
results and estimates of amounts not yet determinable. These statements also
relate to our future prospects, developments and business strategies. These
forward-looking statements are identified by their use of terms and phrases such
as ‘‘anticipate,’’ ‘‘believe,’’ ‘‘could,’’ ‘‘estimate,’’ ‘‘expect,’’ ‘‘intend,’’
‘‘may,’’ ‘‘plan,’’ ‘‘predict,’’ ‘‘project,’’ ‘‘will’’ and similar terms and
phrases, including references to assumptions. These forward-looking statements
involve risks and uncertainties, including current trend information,
projections for deliveries, backlog and other trend estimates that may cause our
actual future activities and results of operations to be materially different
from those suggested or described in this financial discussion and analysis by
management. These risks include: our ability to finance and successfully operate
our retail businesses; our ability to accurately predict demand for our
products; our ability to receive timely deliveries from vendors; our ability to
raise cash to meet seasonal demands; our dependence on the retail and aerospace
industries; our ability to maintain customer satisfaction and deliver products
of quality; our ability to properly assess our competition; our ability to
improve our operations to profitability status; our ability to liquidate
non-core assets to meet cash needs; our ability to attract and retain highly
qualified executive management; our ability to achieve and execute internal
business plans; weather conditions in Europe during peak business season and on
weekends; labor disputes; competition; foreign currency fluctuations; worldwide
political instability and economic growth; military conflicts, including
terrorist activities; infectious diseases; new legislation which may cause us to
be required to fund our pension plan earlier than we had expected; and the
impact of any economic downturns and inflation.
If
one or more of these and other risks or uncertainties materialize, or if
underlying assumptions prove incorrect, our actual results may vary materially
from those expected, estimated or projected. Given these uncertainties, users of
the information included in this report, including investors and prospective
investors, are cautioned not to place undue reliance on such forward-looking
statements. We do not intend to update the forward-looking statements included
in this filing, even if new information, future events or other circumstances
have made them incorrect or misleading.
ITEM
8.01 OTHER EVENTS.
On
September 17, 2008, the Company received a copy of the fully-executed
Stockholders’ Agreement, which is filed as an Exhibit hereto, between Jeffrey
Steiner and certain of his family and affiliates, and Phoenix FA Holdings LLC
and certain of its affiliates. The Company announced on September 10,
2008, that the parties had reached agreement on all material terms of a
Stockholders’ Agreement.
Phoenix,
which in December 2007 completed a purchase of 4,701,080 shares of Class A
Common Stock of the Company pursuant to a tender offer, owns a total of
6,959,288 shares of Fairchild Class A Common Stock. The Steiner Family owns
3,973,960 shares of Class A Common Stock and 2,593,996 shares of Class B Common
Stock, which has 10:1 voting rights compared to the Class A Common
Stock.
The
Agreement commits Phoenix and the Steiner Family to vote for each other’s
representatives to the Company’s Board of Directors, and to vote their shares
together on any proposal submitted to the Company’s shareholders. It
also contains mutual rights and options with respect to the shares of the other,
and provides the Steiner Family with a one-year option to purchase up to 20% of
all Company shares owned by Phoenix. The strike price for the option is equal to
Phoenix’ purchase cost, including expenses, plus interest at the prime
rate.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
The
following are filed as exhibits to this report:
(d)
Exhibits
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[Remainder of page intentionally
left blank.]
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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 hereunto
duly authorized.
Dated:
September 18,
2008
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THE FAIRCHILD
CORPORATION |
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By:
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/s/DONALD E.
MILLER |
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Name:
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Donald E.
Miller |
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Title:
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Executive Vice
President, |
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Corporate
Secretary and General Counsel |
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