UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
November 14, 2005
ASHLIN DEVELOPMENT CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Florida 000-29245 65-0452156
State of Commission IRS Employer
Incorporation File Number I.D. Number
4400 North Federal Highway, Suite 210, Boca Raton, Florida 33431
Address of principal executive offices
Registrant's telephone number: (561) 391-6196
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 November 14, 2005, Ashlin Development Corporation, a Florida corporation
("we" or the "Company"), and our wholly-owned newly-formed subsidiary, Gales
Industries Merger Sub, Inc., a Delaware corporation ("Merger Sub"), entered into
a Merger Agreement (the "Merger Agreement") with Gales Industries Incorporated,
a privately-held Delaware corporation ("Gales Industries"). Pursuant to the
Merger Agreement, Gales Industries will merge (the "Merger") as of a future date
of closing (the "Closing Date") into Merger Sub, with Merger Sub to be the
surviving entity in the Merger, and, in return, we will issue to the
shareholders of Gales Industries a number of shares of our common stock, $.001
par value per share ("Common Stock") and a newly designated class of preferred
stock, which will result in a change in control of the Company.
Contemporaneously with the closing of the Merger, Gales Industries will acquire
all of the outstanding capital stock of Air Industries Machining, Corp. ("AIM"),
a New York corporation (the "Acquisition"), and, as a result, AIM will become a
wholly-owned subsidiary of Merger Sub. AIM manufactures aircraft structural
parts and assemblies principally for prime defense contractors in the aerospace
industry. Following the Merger, the business of AIM will constitute our only
operations. Our management and Board of Directors will change as of the Closing
Date, but James A. Brown will remain on our Board of Directors. Also
contemporaneously with the closing of the Merger, Gales Industries will raise a
minimum of $6,500,000 gross proceeds in a private placement to accredited
investors of convertible preferred stock (the "Offering"). The contemporaneous
completion of the Offering and the Acquisition of AIM are conditions to the
closing of the Merger.
As required by the Merger Agreement, we will complete, a reverse stock split of
our capital stock effective as of the open of trading on Monday, November 21,
2005. In the reverse split each 1.249419586 shares of the Company's issued and
outstanding common stock will automatically be combined into and become one
share of common stock. As a result of the Reverse Split, the conversion of the
outstanding shares of Gales Industries Incorporated pursuant to the Merger for
new shares of Ashlin will be on a one-for-one basis and will be simplified. Our
authorized capital stock will also be proportionally reduced in connection with
the reverse split. Any of our shareholders who, as a result of the reverse
split, would hold a fractional share of Common Stock will receive a whole share
of Common Stock in lieu of such fractional share. The Reverse Split will reduce
the number of shares of Common Stock which we have outstanding on a fully
diluted basis (4,707,813, which consisted of 4,652,813 shares and 55,000 stock
options) to approximately 3,768,000 shares. The reverse split will affect all
shares of our common stock, including those shares underlying stock options
outstanding immediately prior to the effective time of the reverse split.
We anticipate that our common stock will begin trading on a split-adjusted basis
when trading opens on Monday, November 21, 2005, under the new ticker symbol
"ASHN."
We expect that the shares of our Common Stock currently outstanding will
constitute approximately 7% of our Common Stock outstanding on a fully-diluted
basis immediately after the Merger, subject to further dilution if additional
securities are sold in the Offering.
The Merger Agreement is attached as Exhibit 10.1 and is incorporated herein by
reference.
The press releases we issued to announce the Merger and the effective date of
the reverse split, respectively, are attached as Exhibits 99.1 and 99.2 and are
incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
In connection with the reverse split our board of directors has approved an
amendment to our Articles of Incorporation, which will decrease our total number
of authorized shares to 128,059,462 shares, consisting of (i) 120,055,746 shares
of common stock and (ii) 8,003,716 shares of "blank check" preferred stock. The
Articles of Amendment to our Articles of Incorporation were filed with the
Florida Secretary of State on November 17, 2005 to be effective as of the open
of trading on Monday, November 21, 2005, and are attached as Exhibit 3.1 and
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
3.1 Articles of Amendment.
10.1 Merger Agreement dated November 14, 2005, by and
among Gales Industries Incorporated, Gales
Industries Merger Sub, Inc. and Ashlin Development
Corporation,
99.1 Press Release dated November 15, 2005.
99.2 Press Release dated November 18, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: November 18, 2005
ASHLIN DEVELOPMENT CORPORATION
By: /s/ James A. Brown
James A. Brown, Chairman and CEO
EXHIBIT INDEX
Exhibit No. Description
3.1 Articles of Amendment.
10.1 Merger Agreement dated November 14, 2005, by and
among Gales Industries Incorporated, Gales Industries
Merger Sub, Inc. and Ashlin Development Corporation,
99.1 Press Release dated November 15, 2005.
99.2 Press Release dated November 18, 2005.