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 24,
2007
AEROVIRONMENT,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-33261
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95-2705790
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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______________________
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181 W. Huntington
Drive, Suite 202
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Monrovia,
CA
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91016
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange ct (17
CFR
240.14d-2(B))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c)) under the Exchange Act
(17 CFR
240.13e-4c))
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Item 1.01
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Entry
into a Material Definitive
Agreement.
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On
September 24, 2007, United States Special Operations Command, or USSOCOM,
awarded AeroVironment, Inc. a three-year contract to develop and deliver a
Global Observer aircraft to demonstrate the ability to operate an aircraft
in
the stratosphere for up to seven days without landing. This contract
initiates a Joint Capabilities Technology Demonstration, or JCTD. The JCTD
is sponsored by multiple U.S. government organizations, with USSOCOM designated
as the Technical Manager to lead the JCTD by the Deputy Under Secretary of
Defense for Advanced Systems and Concepts.
The
base
contract, which will be funded under a cost-plus fixed-fee arrangement, provides
for the development and delivery of the initial Global Observer aircraft with
a
launch recovery element, and is valued at approximately $57 million. The
contract also includes options for the development and delivery of up to two
additional Global Observer aircraft and one additional launch and recovery
element, resulting in a total potential contract value of approximately $108
million. Specific deliverables under the contract, including certain
software and intellectual property related to Global Observer’s power and
propulsion system, will be separately funded and owned by
AeroVironment. Tooling and other capital required for aircraft
manufacturing will also be separately funded and owned by
AeroVironment.
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Item 7.01
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Regulation
FD Disclosure.
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On
September 26, 2007, AeroVironment, Inc. issued a press release announcing the
award described above. A copy of the press release is attached hereto
as Exhibit 99.1. The information contained in Item 7.01 of this Current Report,
including Exhibit 99.1, is being furnished and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
or
otherwise subject to the liabilities of that section. Such information shall
not
be incorporated by reference into any filing of the registrant, whether made
before or after the date hereof, regardless of any general incorporation
language in such filing.
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Item
9.01
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Financial
Statements and Exhibits.
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(c) Exhibits.
The
following exhibits are filed herewith:
Exhibit
Number Description
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99.1
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Press
release issued by AeroVironment, Inc., dated September 26,
2007.
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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
26,
2007
60; By: /s/
Timothy E.
Conver
Timothy
E.
Conver
Chairman,
President and Chief Executive Officer
AeroVironment
Awarded Contract for Development of Global Observer Stratospheric Unmanned
Aircraft System
Program
Funds Development of New Class of Unmanned Aircraft System for Affordable
Persistence in the Stratosphere
MONROVIA,
Calif., Sept. 26, 2007 – AeroVironment, Inc. (AV) (NASDAQ:AVAV), a
leader in unmanned aircraft systems and efficient electric energy systems,
today
announced that it has received a contract from the United States Special
Operations Command (USSOCOM) for the development and military utility assessment
of its Global Observer unmanned aircraft system (UAS). This contract
initiates a Joint Capabilities Technology Demonstration, or JCTD. The
JCTD is sponsored by multiple U.S. government organizations. The
contract calls for the development of up to three Global Observer aircraft
over
the next three years to demonstrate the ability to operate in the stratosphere
for up to 7 days without landing. The basic contract, which will be
funded under a cost-plus fixed-fee arrangement, provides for the development
and
delivery of the initial Global Observer aircraft, and is valued at approximately
$57 million. The contract also includes options for the development
and delivery of up to two additional Global Observer aircraft, resulting in
a
potential contract value of $108 million.
“AV
develops
and commercializes entirely new solutions that offer our customers valuable
new
capabilities. We believe that Global Observer represents
a game-changing new capability for defense, homeland security and, ultimately,
commercial applications,”
commented
Tim Conver, chairman and chief executive officer of AV. “We
have
developed the unique sub-systems necessary to enable this new category of
aircraft. We intend to continue to work diligently with our JCTD
customers to produce a fully functional and reliable system that will deliver
a
brand new value proposition – affordable persistence in the
stratosphere.”
Multiple
government organizations are sponsoring the JCTD program, reflecting broad
interest in its potential capabilities for military applications. The
JCTD is intended to demonstrate the tactical utility of a hydrogen-powered
UAS
for long duration (five to seven day) missions at altitudes from 55,000 to
65,000 feet. Global Observer builds on over two decades of AV’s
development and flight experience with stratospheric unmanned aircraft systems,
including the record-setting Pathfinder and Helios solar-powered
aircraft. A system consisting of two or three aircraft will provide
continuous ISR or communications relay over an area of
interest.
The
Deputy Under Secretary of Defense for Advanced Systems and Concepts (DUSD
(AS&C)) selected Global Observer as a Fiscal Year 2007 JCTD Rolling Start in
the Fiscal Year 2007 Advanced Concept/Joint Capability Technology Demonstration
(ACTD/JCTD) Congressional Report. The DUSD (AS&C) has designated
USSOCOM as the Technical Manager to lead the JCTD.
AeroVironment
also reaffirmed its prior guidance for fiscal year 2008 of 20% to 25% revenue
growth over fiscal year 2007 and 12% to 14% operating margin.
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.
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, 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.
###
Contact:
AeroVironment,
Inc.
Steven
Gitlin
+1
(626)
357-9983
pr@avinc.com
Mark
Boyer
For
AeroVironment, Inc.
+1
(310)
455-7812
mark@boyersyn.com