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): August 20,
2007
AEROVIRONMENT,
INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-33261
|
95-2705790
|
|
(State
or other jurisdiction of incorporation or organization)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
|
______________________
|
||
|
181 W. Huntington
Drive, Suite 202
|
||
|
Monrovia,
CA
|
91016
|
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (626)
357-9983
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):
|
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
|
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange ct (17
CFR
240.14d-2(B))
|
|
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c)) under the Exchange Act
(17 CFR
240.13e-4c))
|
|
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
(b)
Effective August 20, 2007, Dr. Paul B. MacCready retired as Founder and Chairman
of the Board and as a member of our Board of Directors due to health
reasons.
Upon
Dr.
MacCready’s retirement, Timothy E. Conver, our Chief Executive Officer and
President, and a member of our Board of Directors, was appointed to serve as
Chairman of the Board.
Pursuant
to our amended and restated certificate of incorporation, our Board of Directors
is divided into three staggered classes of directors of the same or nearly
the
same number. Dr. MacCready’s term as a Class II director was
scheduled to expire at our 2008 Annual Meeting of
Stockholders. Pursuant to our amended and restated certificate of
incorporation, our Board of Directors has the power to fill a vacancy on the
Board resulting from the retirement of a director and any director so elected
by
the Board will hold office for the remainder of the full term of the class
of
directors in which the vacancy occurred, and until such director's successor
is
elected and qualified. A successor director has not yet been
identified to fill the vacancy being created as a result of Dr. MacCready’s
retirement.
A
copy of
the Company's press release relating to the foregoing is attached hereto as
Exhibit 99.1.
Item
7.01
Regulation FD Disclosure
On
August
20, 2007, the Company issued a press release. A copy of the press release is
furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by
reference.
The
information in Items 7.01 and 9.01 of this Current Report on Form 8-K is being
furnished and shall not be deemed "filed" for the purposes of Section 18 of
the Securities Exchange Act of 1934, as amended.
|
Item
9.01
|
Financial
Statements and Exhibits
|
(c) Exhibits.
The
following exhibits are filed herewith:
Exhibit
Number
Description
|
99.1
|
Press
release issued by AeroVironment, Inc., dated August 20,
2007.
|
SIGNATURE
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.
AEROVIRONMENT,
INC.
Date: August
20,
2007 By:
/s/ Timothy E.
Conver
Timothy
E. Conver
President
and Chief Executive Officer
Tim
Conver Elected As New Chairman of the Board of
AeroVironment;
Dr.
Paul MacCready Retires as Chairman and Director
MONROVIA,
Calif., Aug. 20, 2007 -- The Board of Directors of AeroVironment, Inc.
(AV) (NASDAQ: AVAV), a leader in unmanned aircraft systems and efficient
electric energy systems, today announced that it has unanimously elected Tim
Conver as its new chairman of the board. After joining AV’s Board of
Directors in the late 1980’s Conver became its president in 1991 and assumed the
additional role of chief executive officer shortly thereafter. Conver
now assumes the role previously held by Dr. Paul MacCready, who has retired
as
chairman and director as a result of a recently diagnosed, serious health
issue. Mr. Conver’s appointment is effective
immediately.
Dr.
MacCready, the Company’s founder, has served as chairman of its board of
directors for the past 16 years. Dr. MacCready transferred
responsibility for the Company’s management and operations in the 1990’s, which
allowed him to focus on addressing critical global issues such as
transportation, energy efficiency, resources and population. In
recent years Dr. MacCready helped to mentor a new generation of engineers at
AV,
providing his insights into challenging technical issues and alternative
approaches to problem solving.
“As
our
founder, Paul’s approaches to problem solving and innovation became key
components of our culture and continue to have an immeasurable impact in shaping
the AV of today and tomorrow. As chairman, he has provided valuable
guidance and inspiration to our employees and his fellow Board members, as
well
as to many other people around the globe,” said Tim Conver. “Paul’s
full schedule outside of the Company during the past 15 years has kept him
busy
applying his wise counsel, guidance and systems solutions to global problems
at
the nexus of energy, the environment and population. His presence at
the Company will be sorely missed by the entire AV family, but his contributions
will continue to benefit us and society for some time. We send Paul
and his family our heartfelt gratitude along with our best wishes.”
Dr.
Paul MacCready
Born
in
1925, Dr. MacCready founded AeroVironment in 1971 and this month is celebrating
the 30th
anniversary of the record-setting flight of the Gossamer Condor, which made
the
world’s first sustained, controlled flight powered solely by a human on August
23, 1977. The feat led to Dr. MacCready being nicknamed the “father
of human-powered flight.” Dr. MacCready was named Engineer of the
Century by the American Society of Mechanical Engineers and selected Graduate
of
the Decade by the California Institute of Technology. He was named
one of the 100 greatest minds of the 20th century
by Time
Magazine. He told Time in December 2000, “I try to avoid
administrative tasks as much as I can and instead think about the big picture
and what the world needs.”
About
AeroVironment, Inc. (AV)
Building
on a history of technological innovation, AV designs, develops, produces, and
supports an advanced portfolio of Unmanned Aircraft Systems (UAS) and efficient
electric energy systems. The Company's small UAS are used extensively
by agencies of the U.S. Department of Defense and increasingly by allied
military forces to deliver real-time reconnaissance, surveillance, and target
acquisition to tactical operating units. AV’s PosiCharge® fast charge
systems eliminate battery changing for electric industrial vehicles in
factories, airports, and distribution centers. For more information
about AV, please visit www.avinc.com.
###
Contact:
AeroVironment,
Inc.
Steven
Gitlin
+1
(626)
357-9983
pr@avinc.com
Mark
Boyer
For
AeroVironment, Inc.
+1
(310)
455-7812
mark@boyersyn.com