8-K

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 1, 2008  

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) 864-5647  

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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.

As disclosed on a Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2005, in connection with the Company’s acquisition of Picometrix, Inc. on May 2, 2005, we entered into four-year secured promissory notes (the “Notes”) payable to Robin Risser and Steven Williamson, the stockholders of Picometrix. The Notes are payable in four annual installments and bear interest at the annual rate of prime plus 1.0%. On May 1, 2008, the Company and Messrs. Risser and Williamson entered into amendments to the Notes to extend the due date for the third installment under each of the Notes (in the aggregate amount of $900,000) to December 1, 2008 (the “Amendments”).

Prior to entering into the Amendments, the transaction was reviewed and approved by the Company’s Audit Committee pursuant to the Company’s policies relating to the review and approval of related party transactions since Mr. Risser currently serves as the Company’s Chief Financial Officer and Mr. Williamson currently serves as the Company’s Chief Technology Officer.

This summary of the Amendments does not purport to be complete and is subject to, and is qualified in its entirety by, reference to all of the provisions of the Notes, copies of which were filed with the Company’s Current Report on Form 8-K filed on May 6, 2005, and the provisions of the Amendments, copies of which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2 and incorporated by reference herein.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Exhibit
10.1	Amendment dated May 1, 2008 to Secured Promissory Note dated May 2, 2005 by and between Advanced Photonix, Inc. and Robin Risser.

10.2 Amendment dated May 1, 2008 to Secured Promissory Note dated May 2, 2005 by and between Advanced Photonix, Inc. and Steven Williamson.

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/Richard Kurtz, Chief Executive Officer
	Richard Kurtz, Chief Executive Officer

Dated:  May 2, 2008

EXHIBIT INDEX

Exhibit Number	Exhibit
10.1	Amendment dated May 1, 2008 to Secured Promissory Note dated May 2, 2005 by and between Advanced Photonix, Inc. and Robin Risser.

10.2 Amendment dated May 1, 2008 to Secured Promissory Note dated May 2, 2005 by and between Advanced Photonix, Inc. and Steven Williamson.

EX-10.1

Exhibit 10.1

AMENDMENT (the “Amendment”) dated as of May 1, 2008 (the “Amendment Effective Date”) by and between ADVANCED PHOTONIX, INC., a Delaware corporation (the “Company”) and ROBIN F. RISSER, an individual (“Holder”) to that certain SECURED PROMISSORY NOTE (the “Note”) dated as of May 2, 2005.

The Company and Holder have agreed to amend and modify the Note in accordance with the terms and conditions hereinafter set forth. Unless otherwise defined herein, capitalized terms shall have the respective meanings assigned to them in the Note.

NOW, THEREFORE, in consideration of the foregoing, the parties, intending to be legally bound, hereby agree to replace in its entirety Section 1 of the Note as follows:

(1)PAYMENT OF PRINCIPAL. The Principal shall be payable in annual installments of ONE HUNDRED SIXTY SIX THOUSAND SIX HUNDRED SIXTY SEVEN DOLLARS ($166,667) on the first anniversary of the Issuance Date, ONE HUNDRED EIGHTY THREE THOUSAND THREE HUNDRED THIRTY THREE DOLLARS ($183,333) on the second anniversary of the Issuance Date, THREE HUNDRED THOUSAND DOLLARS ($300,000) on December 1, 2008, and a final installment of THREE HUNDRED SIXTEEN THOUSAND EIGHT HUNDRED THIRTY THREE DOLLARS ($316,833) on the fourth anniversary of the Issuance Date (the “Maturity Date”).

Except to the extent amended hereby, the Note remains in full force and effect in accordance with its terms and the Interest Rate (as defined in the Note) will continue to be paid at the rate prescribed in Section 2 of the Note. The terms and conditions of this Amendment shall be construed together with the terms of the Note as a single agreement, provided that, to the extent any terms and conditions of the Amendment are inconsistent with the terms and conditions of the Note, the terms and conditions of this Amendment shall govern.

IN WITNESS WHEREOF, this Amendment has been executed by the Parties as of the Amendment Effective Date.

ADVANCED PHOTNIX, INC.
By:	/S/ Richard D. Kurtz
	Richard D. Kurtz,
	Chief Executive Officer

By:	/S/ Robin Risser
	ROBIN F. RISSER

EX-10.2

Exhibit 10.2

AMENDMENT (the “Amendment”) dated as of May 1, 2008 (the “Amendment Effective Date”) by and between ADVANCED PHOTONIX, INC., a Delaware corporation (the “Company”) and STEVEN WILLIAMSON, an individual (“Holder”) to that certain SECURED PROMISSORY NOTE (the “Note”) dated as of May 2, 2005.

The Company and Holder have agreed to amend and modify the Note in accordance with the terms and conditions hereinafter set forth. Unless otherwise defined herein, capitalized terms shall have the respective meanings assigned to them in the Note.

NOW, THEREFORE, in consideration of the foregoing, the parties, intending to be legally bound, hereby agree to replace in its entirety Section 1 of the Note as follows:

(1)PAYMENT OF PRINCIPAL. The Principal shall be payable in annual installments of THREE HUNDRED THIRTY THREE THOUSAND THREE HUNDRED THIRTY THREE DOLLARS ($333,333) on the first anniversary of the Issuance Date, THREE HUNDRED SIXTY SIX THOUSAND SIX HUNDRED SIXTY SEVEN DOLLARS ($366,667) on the second anniversary of the Issuance Date, SIX HUNDRED THOUSAND DOLLARS ($600,000) on December 1, 2008, and a final installment of SIX HUNDRED THIRTY THREE THOUSAND SIX HUNDRED SIXTY SEVEN DOLLARS ($633,667) on the fourth anniversary of the Issuance Date (the “Maturity Date”).

Except to the extent amended hereby, the Note remains in full force and effect in accordance with its terms and the Interest Rate (as defined in the Note) will continue to be paid at the rate prescribed in Section 2 of the Note. The terms and conditions of this Amendment shall be construed together with the terms of the Note as a single agreement, provided that, to the extent any terms and conditions of the Amendment are inconsistent with the terms and conditions of the Note, the terms and conditions of this Amendment shall govern.

IN WITNESS WHEREOF, this Amendment has been executed by the Parties as of the Amendment Effective Date.

ADVANCED PHOTNIX, INC.
By:	/S/ Richard D. Kurtz
	Richard D. Kurtz,
	Chief Executive Officer

By:	/S/ Steven Williamson
	STEVEN WILLIAMSON