SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): March 5, 1997
FIRST AVIATION SERVICES INC.
(Exact Name of Registrant as specified in its charter)
Delaware File No. 0-21995 06-1419064
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
One Omega Drive, Stamford, Connecticut 06907
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 359-7733
Not Applicable
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
On March 5, 1997 (the "Acquisition Date"), pursuant to an Asset Purchase
Agreement, dated as of November 25, 1996 (the "Asset Purchase Agreement"),
between AMR Combs, Inc. ("AMR Combs"), and Aircraft Parts International Combs,
Inc. ("API Combs"), First Aviation Services Inc. (the "Registrant"), through its
subsidiary API Combs, completed the acquisition of all the assets of Aircraft
Parts International (the "API Business"), an operating division of AMR Combs. A
copy of the Asset Purchase Agreement which was filed as an exhibit to the
Registrant's Registration Statement on Form S-1 No. 333-18647 is incorporated
herein by reference, and reference is made thereto for the complete terms and
conditions thereof.
The purchase price for the API Business was $11 million in cash, subject
to further payment or reduction on a dollar-for-dollar basis depending upon
whether the net value of assets of the API Business as of the Acquisition Date
(the "Net Asset Value") was greater or less than $10,500,000, respectively. A
portion of the proceeds from an offering by the Registrant of 3,900,000 shares
of its common stock, $.01 par value per share, were used to fund the acquisition
of the API Business.
The API Business, as operated by AMR Combs and as will be operated by API
Combs, consists of the distribution of new and remanufactured aircraft parts.
In conjunction with the acquisition of the API Business, API Combs also
entered into a Stock Purchase Agreement, dated as of March 5, 1997, with AMR
Combs for the purchase by AMR Combs of 11,000 shares (the "Shares") of Series A
Cumulative Convertible Preferred Stock, $0.001 par value, of API Combs at a face
value of $100 per share. Such Shares were issued on March 5, 1997. The purchase
price for the Shares and the number of Shares are subject to adjustment as
follows: if the Net Asset Value was greater than $10,500,000, AMR Combs will pay
API Combs 10% of the amount of such excess, and if the Net Asset Value was less
than $10,500,000, API Combs will pay AMR Combs 10% of the amount of such
shortfall, and in either case, the number of Shares will be adjusted to maintain
the $100 per share purchase price for the Shares.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
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(c) Exhibit:
2.1 Asset Purchase Agreement, dated as of November 25, 1996,
between AMR Combs, Inc. and Aircraft Parts International
Combs, Inc. (incorporated herein by reference to Exhibit
10.9 to the Registrant's Registration Statement on Form
S-1 No. 333-18647).
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SIGNATURE
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.
FIRST AVIATION SERVICES INC.
Date: March 18, 1997 By: /s/ Michael C. Culver
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Michael C. Culver
Chief Executive Officer
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