Attached files
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| EX-10.1 - Avantair, Inc | v207858_ex10x1.htm |
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: January 11, 2011
AVANTAIR,
INC.
(Exact
name of Registrant as Specified in its Charter)
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Delaware
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000-51115
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20-1635240
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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4311
General Howard Drive, Clearwater, Florida 33762
(Address of Principal Executive Offices)
Registrant's
telephone number, including area code (727)
539-0071
N/A
(Former Name or Former Address, if Changed Since Last Report)
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:
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))
Avantair,
Inc. (the “Company”) has filed an Amendment No. 1 to its Definitive Proxy
Statement (the “Amendment”) for the Company’s Annual Meeting of Stockholders to
be held on January 19, 2011 (the “Annual Meeting”) to amend its Definitive Proxy
Statement (the “Original Filing”) for its Annual Meeting, as filed with the
Securities and Exchange Commission on December 17, 2010, to reflect changes in
Proposal No. 3, related to an increase in the amount of shares available for
awards granted pursuant to the Avantair, Inc. 2006 Long-Term Incentive Plan (the
“Plan”).
The
Original Filing proposed to amend the Plan to increase the shares available for
awards granted thereunder by 4.0 million shares (calculated on a pre-reverse
split basis). In response to feedback the Company has received from
its stockholders, the Company has:
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(i)
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revised
Proposal No. 3 to amend the Plan to increase the shares available for
awards granted thereunder by only 2.0 million shares (calculated on a
pre-reverse split basis). Currently, the maximum number of
shares of Avantair’s common stock issuable in connection with the Plan may
not exceed 1.5 million shares. If the revised Proposal No. 3 is
approved by its stockholders, the total 3.5 million shares of stock
issuable in connection with the Plan will be approximately 13.3% of our
total outstanding common stock as of November 10, 2010 (calculated on a
pre-reverse split basis);
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(ii)
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amended
the Plan to provide that the committee of the Board established to
administer the Plan may not, without the approval of its
stockholders, (i) amend or modify any award granted under the Plan to
reduce the exercise price of any stock option or stock appreciation right,
(ii) cancel any outstanding stock option or stock appreciation right
and replace it with a new stock option or stock appreciation right,
another award or cash or (iii) take any other action that is
considered a “repricing” for purposes of the stockholder approval rules of
the applicable securities exchange or inter-dealer quotation system on
which the shares of Avantair’s common stock are listed or quoted;
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(iii)
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amended
the Plan to provide that, in the case of performance units and other
performance-based awards, the performance period with respect to which the
achievement of performance goals shall be measured shall be no less than
one year; and
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(iv)
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amended
the Plan to provide that, unless otherwise provided in an award agreement,
stock options, stock appreciation rights and restricted share and/or
restricted stock unit awards will vest over a three-year period following
the date of grant.
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In
addition, the Company has made certain other immaterial and administrative
amendments. While the amendment to increase the number of shares
available for awards under the Plan requires the approval of our stockholders,
the other amendments to the Plan do not. The foregoing summary of the
amendments is qualified in its entirety by reference to the full text thereof,
which is filed as Exhibit 10.1 hereto and incorporated by reference
herein.
Except as
specifically updated by the information contained in the Amendment, all
information set forth in the Original Filing and the notice of Annual Meeting
remains unchanged and should be considered by stockholders in voting their
shares. Stockholders are urged to review the Original Filing, and the
Amendment filed on Schedule 14A concurrently herewith, in their
entirety.
Stockholders
who have not yet voted (or wish to change their vote if they already voted) may
still do so, by following the instructions set forth in the Original
Filing.
The
Company continues to recommend that its stockholders vote “FOR” all of the
proposals described in the Original Filing, as amended by the
Amendment.
Stockholders
who previously voted “FOR” Proposal No. 3 by proxy do not need to submit a
new proxy; the proxy already submitted will continue to be voted in favor of
Proposal No. 3. Similarly, stockholders who previously voted
“AGAINST” the Plan do not need to submit a new proxy; their previous vote
will be counted as it was submitted. If any stockholder votes a second
time, the second vote revokes the previously submitted proxy. In any
event, the latest vote validly cast by the stockholder will be the only vote
that is counted. It does not matter that the original proxy referred to an
increase of 4.0 million shares available for awards granted under the Plan
rather than the amended increased amount of only 2.0 million
shares. Any proxy submitted will be considered a vote on the amended
Proposal No. 3, reflecting an increase of only 2.0 million shares.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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(d)
EXHIBITS.
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10.1 2006
Long-Term Incentive Plan, as amended and
restated
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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, thereunto
duly authorized.
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AVANTAIR,
INC.
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Date:
January 11, 2011
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By:
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/s/
Richard A, Pytak Jr.
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Richard
A. Pytak Jr.
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Chief
Financial Officer
(Authorized
Officer and Principal Financial
Officer)
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EXHIBIT
INDEX
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Exhibit
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Number
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Exhibit
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10.1
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2006
Long-Term Incentive Plan, as amended and
restated
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