8-K 1 e604943_8k-air.txt 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): January 26, 2009 AIR INDUSTRIES GROUP, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Delaware 000-29245 20-4458244 ------------- ----------- ------------ State of Commission IRS Employer Incorporation File Number I.D. Number 1479 North Clinton Avenue, Bay Shore, NY 11706 ---------------------------------------------- Address of principal executive offices Registrant's telephone number: (631) 968-5000 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 3.02 Unregistered Sales of Equity Securities In connection with the separation from Air Industries Group, Inc. (the "Company"), of the three former owners (the "Former Owners") of Sigma Metals, Inc. ("Sigma"), from whom the shares of Sigma were purchased in April 2007, the Former Owners released the Company and Sigma from any liability under (i) their respective employment agreements and (ii) all amounts due under the promissory notes that were issued to the Former Owners as part of the purchase price for the April 2007 acquisition of Sigma. In consideration for such releases, the Company issued a total of 29,835 shares of its series B convertible preferred stock to the Former Owners. The shares were issued pursuant to exemptions from the registration requirements of the Securities Act provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to the Current Report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: January 29, 2009 AIR INDUSTRIES GROUP, INC. By: /s/ Peter D. Rettaliata ------------------------------------- Peter D. Rettaliata President and Chief Executive Officer