UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 21, 2010
Utilicraft Aerospace Industries, Inc.
(Exact name of registrant as specified in its charter)
Nevada 333-128758 20-1990623
(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
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Double Eagle Airport
Albuquerque, New Mexico 87121
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (888)897-0771
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule14d-2(b)under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule13e-4(c)under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On January 21, 2010, Utilicraft Aerospace Industries, Inc. (the "Company"), with
board approval, entered into a Subsidiary Acquisition Agreement with United
Aircraft Development Partners, Inc. ("UADP") pursuant to which the Company
issued 103,250,000 shares of its common stock in exchange for a 100% ownership
of UADP. See Exhibit 10.1.
The Board of Directors decision to acquire United Aircraft Development was based
upon its contributing to the consolidated company, a Memorandum of Understanding
that United Aircraft Development had previously entered into to merge with an
existing operating aerospace company. It is the Utilicraft Board's intention to
build a stronger balance sheet, and to create operating activities with
operating histories which will help Utilicraft Aerospace to become a fully
reporting company on a higher stock trading exchange with increased shareholder
value.
Due to confidentiality agreements, identification of the aerospace company
merger candidate and merger details will be disclosed once a definitive
agreement is reached between Utilicraft Aerospace Industries and the aerospace
operating entity.
United Aircraft Development also contributes to the Company, a Letter of Intent
for major funding from a company with associations with Humanitarian Relief
Organizations as part of this transaction. Details are also subject to
confidentiality agreements until the funding is completed.
Item 3.02. Unregistered Sales of Equity Securities.
On January 21, 2010, Utilicraft Aerospace Industries, Inc. (the "Company")
closed entered into a Subsidiary Acquisition Agreement with United Aircraft
Development Partners, Inc. ("UADP") pursuant to which the Company issued
103,250,000 shares of its common stock in exchange for a 100% ownership of UADP.
See Exhibit 10.1.
On January 21, 2010, the Company issued 12,500,000 shares of its preferred stock
to John J. Dupont, its Chairman, President and Chief Executive Officer and
12,500,000 shares of its preferred stock to Randy Moseley, its Chief Financial
Officer. Each of the preferred shares issued has voting rights equal to ten
voting rights for each share of preferred on all matters requiring a vote of
stockholders.
Item 5.01 Changes in Control of Registrant.
As a result of the transaction described in Item 1.01 ("United Aircraft
Development Partners, Inc. Transaction"), a change in control occurred with
respect to our capital stock ownership.
Each share of common stock is entitled to one vote on all matters upon which
such shares can vote. All shares of common stock are equal to each other with
respect to the election of directors and cumulative voting is not permitted.
There are no preemptive rights. In the event of liquidation or dissolution,
holders of common stock are entitled to receive, pro rata, the assets remaining,
after creditors, and holders of any class of stock having liquidation rights
senior to holders of shares of common stock, have been paid in full. All shares
of common stock are entitled to such dividends as the board of directors of the
Company (the " Board of Directors ") may declare from time to time. There are no
provisions in the articles of incorporation or bylaws that would delay, defer or
prevent a change of control.
Each share of preferred stock is entitled to ten vote on all matters upon which
such shares can vote. All shares of preferred stock are equal to each other with
respect to the election of directors and cumulative voting is not permitted.
There are no preemptive rights. In the event of liquidation or dissolution,
holders of preferred stock are entitled to receive, pro rata, the assets
remaining, after creditors have been paid in full.
The following table will identify, as of January 21, 2010, the number and
percentage of outstanding shares of common stock of the Company owned by (i)
each person known to the Company who owns more than five percent of the
outstanding common stock, (ii) each officer and director, and (iii) and officers
and directors of the Company as a group.
Each person has sole voting and investment power with respect to the shares of
common stock, except as otherwise indicated. Beneficial ownership consists of a
direct interest in the shares of common stock, except as otherwise indicated.
Unless otherwise indicated, the address for each Beneficial Owner shall be
Utilicraft Aerospace Industries, Inc., Double Eagle Airport, Albuquerque, New
Mexico, 87121.
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Name and Address of Beneficial Owner Amount and Percentage
Nature of of Class(1)
Beneficial
Ownership(1)
--------------------------------------------------------------------------------
John J. Dupont (2) 65,000,000 22.8%
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Randy J. Moseley (3) 46,500,000 16.3%
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Garrett Robinson (4) 21,000,000 7.4%
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Edward F. Eaton (5) 7,958,726 2.8%
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Officers and Directors as a group (4 persons) 140,458,726 49.2%
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(1) Based on 285,250,000 shares of common stock and 25,000,000 of preferred
stock issued and outstanding. Except as otherwise indicated, we believe that the
beneficial owners of the common stock listed above, based on information
furnished by such owners, have sole investment and voting power with respect to
such shares, subject to community property laws where applicable. Beneficial
outstanding for purposes of computing the percentage ownership of any other
person.
Ownership is determined in accordance with the rules of the SEC and generally
includes voting or investment power with respect to securities. Shares of common
stock subject to options or warrants currently exercisable, or exercisable
within 60 days, are deemed outstanding for purposes of computing the percentage
ownership of the person holding such option or warrants, but are not deemed
(2) John J. Dupont is the President, Chief Executive Officer and a Director of
the Company. Represents shares owned by Mr. Dupont and his spouse. Combined with
Mr. Dupont's 12,500,000 shares of Preferred Stock and their ten to one voting
rights, Mr. Dupont will have voting rights equal to 35.3% on all matters
requiring a shareholder vote.
2
(3) Randy J. Moseley is the Chief Financial Officer and a Director of the
Company. Represents shares owned by Mr. Moseley and his spouse. Combined with
Mr. Moseley's 12,500,000 shares of Preferred Stock and their ten to one voting
rights, Mr. Moseley will have voting rights equal to 32.1% on all matters
requiring a shareholder vote.
(4) Garrett Robinson is a Director of the Company. Represents shares owned by
Mr. Robinson and his spouse.
(5) Edward F. Eaton is a Director of the Company. Represents shares owned by Mr.
Eaton and his spouse.
Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
On January 21, 2010, the board of directors of the Company appointed Garrett
Robinson as a member of the Company's board of directors. Mr. Robinson is to
serve as a director of the Company until the next election. From 2006 to
present, Mr. Robinson has served as Managing Director of RFT Holdings LLC, a
real estate development and investment company. From 1993 to 2006, Mr. Robinson
was the founder, director and manager of Bridges Farms, which was the largest
sea shipper of humanitarian supplies to the country of Haiti.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
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10.1 Subsidiary Acquisition Agreement with United Aircraft Development
Partners, Inc.
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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.
UTILICRAFT AEROSPACE INDUSTRIES, INC.
Date: January 22, 2010
/s/ John J. Dupont
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John J. Dupont
Chief Executive Officer
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