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): July 1,
2010
U.S.
Aerospace, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-09459
|
06-1034587
|
||
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
Number)
|
9831 Romandel
Ave.
Santa
Fe Springs, California 90670
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (562) 906-8455
(Former
name or former address, if changed since last report.)
Item
1.01 Entry into a Material Definitive Agreement
On July
1, 2010, we entered into a Strategic Cooperation Agreement with Antonov Company,
a state-owned Ukraine company, providing for:
|
·
|
Participation in the KC-X Tanker
Modernization Program for the U.S. Air
Force
|
|
·
|
Bidding
for projects to the U.S. Department of Defense, U.S. Air Force, and
licensed U.S. defense contractors
|
|
·
|
Sale
of Antonov aircraft, products and services in the United
States
|
Under the
terms of the agreement, Antonov will be responsible for design, construction and
manufacture of aircraft. We will be responsible for coordinating the
bidding process, negotiating and contracting with customers, and coordinating
with defense sub-contractors for specialized systems.
The
agreement provides that it will be interpreted in full compliance with all
applicable laws, including ITAR, and would be subject to termination if no
contracts were awarded on any of the projects within five years. We
also entered into a Confidentiality Agreement.
Item
2.01 Completion of Acquisition or Disposition of Assets
On July
1, 2010, we entered into an Agreement and Plan of Merger, pursuant to which we
agreed to issue to American Defense Invesments, LLC and TUSA Acquisition
Corporation an aggregate of 653,516 shares of Series E Convertible Preferred
Stock, each of which is convertible into 100 shares of our common stock, and
votes together with the common stock as a single class on an as-converted basis,
to acquire their company and its relationships with Antonov and associated
goodwill. Additionally, the Preferred stock has
non-dilution protection for subsequent issuances of common stock, including
any conversation of currently outstanding warrants and convertible
debt.
Item
3.02 Unregistered Sales of Equity Securities
On July
1, 2010, we agreed to issue shares of preferred stock as described in Item 2.01
above. The issuance was exempt from registration as a transaction by
an issuer not involving any public offering.
Item
5.01 Changes in Control of Registrant
On July
1, 2010, as described in Item 2.01 above, we agreed to issue American Defense
Investments, LLC 1,307,032 shares of preferred stock, representing approximately
60% of our voting securities.
Item
8.01 Other Events
On July
1, 2010, we advised the U.S. Department of Defense and the U.S. Air Force that,
in joint cooperation with Antonov, we intend to bid in response to the Request
for Proposal from the U.S. Air Force for the KC-X Tanker Modernization
Program.
We
anticipate bidding three models of aircraft, the AN-124-KC, AN-122-KC and
AN-112-KC. The airframes will be built by Antonov in Ukraine, with
final assembly in the United States. We believe that we will be able
to offer a superior aircaft at a significantly lower price than other potential
bidders.
We
undertake no obligation to update any information or forward looking statements
except to the extent required by applicable law.
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.
|
U.S.
AEROSPACE, INC.
|
|||
|
Date: July
2, 2010
|
By:
|
/s/ DAVID DUQUETTE | |
| David Duquette | |||
|
Chief
Executive Officer
|
|||