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):  September 4, 2013

 

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 1.01                                           Entry into a Material Definitive Agreement.

 

On September 4, 2013, the United States Army Close Combat Weapons Systems Program Executive Office - Missiles and Space awarded AeroVironment, Inc. a $36.7 million order for Switchblade tactical missile systems, ancillary equipment and support pursuant to a contract previously awarded to AeroVironment, Inc. by the U.S. Army Contracting Command - Redstone. Taken together with five other orders totaling approximately $15.8 million received through July 2013, AeroVironment, Inc. has now received orders for approximately $52.6 million under this contract.

 

This contract, which has an initial term expiring in September 2014, will be funded under fixed-fee, cost-plus-fixed-fee and cost-reimbursable arrangements.

 

The foregoing description of this contract does not purport to be complete and is qualified in its entirety by reference to the complete text of such contract, which will be filed as an exhibit to AeroVironment, Inc.’s Quarterly Report on Form 10-Q for the quarter ending October 26, 2013.

 

Item 7.01                                           Regulation FD Disclosure

 

On September 9, 2013, AeroVironment announced that it received three new orders with an aggregate value of $36,746,304 under a contract with the United States Army for AeroVironment’s SwitchbladeTM tactical missile systems, ancillary equipment and support. The public announcement was made by means of a press release, the text of which is set forth in Exhibit 99.1 hereto.

 

The information in the Item 7.01 Section of this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section.  The information in this Current Report shall not be incorporated by reference into any registration statement or other filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01.                                        Financial Statements and Exhibits

 

(d)                                 Exhibits.

 

Exhibit

 

 

Number

 

Description

99.1

 

Press Release dated September 9, 2013.

 

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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:    September 10, 2013

 

By:

/s/ Douglas E. Scott

 

 

Douglas E. Scott

 

 

Senior Vice President and General Counsel

 

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Exhibit 99.1

 

 

United States Army Awards AeroVironment $36.7 Million in New Orders For

Switchblade Tactical Missile Systems

 

·                  Includes largest order to date for Switchblade tactical missile systems; exceeds value of all Switchblade orders for prior year

 

·                  Switchblade proving to be “an invaluable tool” in the field

 

MONROVIA, Calif., Sept. 9, 2013 — AeroVironment, Inc. (NASDAQ:AVAV) today announced it has received orders valued at $36,746,304 under a contract for Switchblade™ tactical missile systems, ancillary equipment and support.  The United States Army Close Combat Weapons Systems Program Executive Office Missiles and Space (PEO MS) awarded these contract modifications.  AeroVironment and its strategic teammate for advanced warheads, ATK (NYSE: ATK), will work together to produce and deliver the systems.

 

“Even in tight defense budget environments, there is a need for innovative new weapon systems that allow our customers to achieve decisive force while reducing total mission costs,” said Tim Conver, AeroVironment chairman and chief executive officer.  “This surge of demand for Switchblade represents a breakthrough in its transition from development, testing and evaluation to adoption.”

 

Conver added, “Our team is relentlessly focused on delivering new capabilities that help our customers succeed, and Switchblade is a clear example of our growth thesis working, from innovation to adoption.  It’s creating a pathway to a compelling new capability for the Army, and long-term growth for the company.”

 

The new orders totaling $36.7 million were issued on August 20, September 4 and September 5, 2013 under a sole source contract established on August 30, 2012.  All orders under this contract include operational and training rounds plus training, support and rapid delivery to support ongoing customer operations.

 

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An August 14, 2013 news article described the positive response Switchblade has created in the field: “The main draw, an Army official said, is Switchblade’s precision and its ability to limit non-combatant casualties. Soldiers and leaders have readily embraced it as an invaluable tool, the official said. The ability to wave off a target after launch is unique to this weapon over almost all other weapons. Operators can abort a mission if the situation changes after launch, engage a secondary target or safely destroy it without inflicting casualties or collateral damage to property.”

 

“Switchblade helps protect our forces from harm in very dangerous situations,” said Roy Minson, AeroVironment senior vice president and general manager of the company’s Unmanned Aircraft Systems business segment,  “It provides a new and effective way for our forces to respond quickly to threats while reducing or even eliminating collateral damage through its set of unique capabilities.  Switchblade is a smart, modern and cost-effective tool for force protection.”

 

Switchblade provides a high-precision, direct fire capability at beyond-line-of-sight ranges in a rapidly deployable, backpackable package weighing six pounds.

 

About AeroVironment’s Family of Small UAS

 

RQ-11B Raven®, RQ-12 Wasp AE™, RQ-20A Puma™ and Shrike VTOL™ comprise AeroVironment’s Family of Small Unmanned Aircraft Systems. Operating with a common ground control system (GCS), this Family of Systems provides increased capability to the warfighter that can give ground commanders the option of selecting the appropriate aircraft based on the type of mission to be performed. This increased capability has the potential to provide significant force protection and force multiplication benefits to small tactical units and security personnel.  AeroVironment provides logistics services worldwide to ensure a consistently high level of operational readiness and provides mission services for customers requiring only the information its small UAS produce.  AeroVironment has delivered thousands of new and replacement small unmanned air vehicles to customers within the United States and to more than twenty international governments.

 

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The Qube™ small UAS is tailored to search and rescue, first response, law enforcement and other public safety missions.  Small enough to fit easily in the trunk of a car, the Qube system can be unpacked, assembled and ready for flight in less than five minutes, giving the operator a rapidly deployable eye in the sky at a fraction of the cost of manned aircraft and large unmanned aircraft.

 

About AeroVironment, Inc.

 

AeroVironment is a technology solutions provider that designs, develops, produces, operates and supports an advanced portfolio of Unmanned Aircraft Systems (UAS) and electric transportation solutions.  Agencies of the U.S. Department of Defense and allied military services use the company’s electric-powered, hand-launched unmanned aircraft systems extensively to provide situational awareness to tactical operating units through real-time, airborne reconnaissance, surveillance and communication.  Multiple government agencies have helped to fund the development and demonstration of Global Observer®, a hybrid-electric, stratospheric UAS designed to provide affordable, persistent reconnaissance and communication over any location on the globe.  Switchblade™ is a tactical missile system designed to provide a rapid, lethal, pinpoint precision strike capability with minimal collateral damage.  AeroVironment’s electric transportation solutions include a comprehensive suite of electric vehicle (EV) charging systems, installation and data services for consumers, automakers, utilities and government agencies, power cycling and test systems for EV developers and industrial electric vehicle charging systems for commercial fleets.  More information about AeroVironment is available at www.avinc.com.

 

About ATK

 

ATK is an aerospace, defense, and commercial products company with operations in 22 states, Puerto Rico, and internationally. News and information can be found on the Internet at www.atk.com.

 

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Safe Harbor Statement

 

Certain statements in this press release may constitute “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements are made on the basis of current expectations, forecasts and assumptions that involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of our control, that may cause our business, strategy or actual results to differ materially from those expressed or implied. Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, our ability to perform under existing contracts and obtain additional contracts; changes in the regulatory environment; the activities of competitors; failure of the markets in which we operate to grow; failure to expand into new markets; failure to develop new products or integrate new technology with current products; and general economic and business conditions in the United States and elsewhere in the world. For a further list and description of such risks and uncertainties, see the reports we file with the Securities and Exchange Commission. We do not intend, and undertake no obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise.

 

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Contact:

AeroVironment, Inc.

Steven Gitlin

+1 (626) 357-9983

pr@avinc.com

 

Mark Boyer

For AeroVironment, Inc.

+1 (310) 229-5956

mark@boyersyndicate.com

 

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