Attached files
| file | filename |
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| EX-99.1 - PRESS RELEASE, DATED NOVEMBER 11, 2009. - TECHPRECISION CORP | f8k111109ex99i_techprecision.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of
Report (Date of earliest reported): November 11, 2009
TECHPRECISION
CORPORATION
(Exact
name of registrant as specified in charter)
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Delaware
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0-51378
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51-0539828
|
||
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(State or Other Jurisdiction
of Incorporation or Organization)
|
(Commission
File Number)
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(IRS
Employer Identification No.)
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1
Bella Drive
Westminster,
MA 01473
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (978) 874-0591
Copies
to:
William
A. Scari, Jr.
Pepper
Hamilton LLP
400
Berwyn Park
899
Cassatt Road
Berwyn,
PA 19312-1183
Phone:
(610) 640-7800
Fax:
(610) 640-7835
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))
In accordance
with General Instruction B.2 of Form 8-K, the information in this Current Report
on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liabilities of that section, and shall not be deemed
to be incorporated by reference into any of the Company’s filings under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, whether made before or after the date hereof and regardless of any
general incorporation language in such filings, except to the extent expressly
set forth by specific reference in such a filing.
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Item
2.02
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Results
of Operations and Financial
Condition.
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On November
11, 2009, TechPrecision Corporation (the “Company”) announced its financial
results for the first fiscal quarter ended September 30, 2009 and certain other
information. A copy of the Company’s press release announcing these
financial results and certain other information is attached hereto as Exhibit
99.1.
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Item
7.01
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Regulation
FD Disclosure.
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The chief
executive officer of the Company’s operating subsidiary, Ranor, Inc., as well as
a member of the Company’s Board of Directors, Stanley A. Youtt, has established
a pre-arranged stock trading plan to sell a portion of Company stock owned by
him over a certain extended period. The stock trading plan is part of
Mr. Youtt’s long-term strategy for asset diversification and liquidity and was
adopted in accordance with guidelines specified under Rule 10b5-1 of the
Securities and Exchange Act of 1934 and the Company’s policies with respect to
employee stock transactions.
Under his
Rule 10b5-1 Plan, Mr. Youtt may sell up to 400,000 shares over a period of
approximately 12 months. If the maximum planned sales under the Rule 10b5-1 Plan
are completed, Mr. Youtt would beneficially own approximately 1,192,000 shares
of Company common stock (including all options currently exercisable by Mr.
Youtt), or approximately 8.6% of the company’s current outstanding shares. The
transactions under this plan will commence no earlier than November 25, 2009 and
will be disclosed publicly through applicable Form 144 and Form 4 filings with
the Securities and Exchange Commission.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits.
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Exhibit
Number
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Exhibit
Title
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99.1
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Press
release, dated November 11, 2009.
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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.
TECHPRECISION
CORPORATION
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Date: November
17, 2009
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By:
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/s/
Richard F. Fitzgerald
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Name:
Richard F. Fitzgerald
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Title: Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit Number
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Exhibit
Title
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99.1
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Press
release, dated November 11, 2009.
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