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 29,
2008
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
7.01
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Regulation
FD Disclosure
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On
September 29, 2008, AeroVironment, Inc. announced that its Chief Executive
Officer and Chairman of the Board, Timothy E. Conver, as Trustee of The Conver
Family Trust, has established a pre-arranged stock trading plan to sell a
portion of company stock held by the Trust over a specific period of time. The
stock trading plan is part of a long-term strategy for asset diversification and
liquidity and was adopted in accordance with guidelines specified under Rule
10b5-1 of the Securities Exchange Act of 1934 and AeroVironment’s policies with
respect to employee stock transactions. 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 this Current Report is being furnished and shall not be deemed
“filed” for the
purposes of Section 18 Exchange Act, 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 document
pursuant to the Securities Act of 1933, as amended, except as shall be expressly
set forth by specific reference 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 dated September 29, 2008.
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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: October
1,
2008
By: /s/ Timothy E.
Conver
Timothy
E. Conver
&#
160; Chairman,
Chief Executive Officer and President
181 W. Huntington Drive, Suite 202, Monrovia, CA 91016
Telephone (626) 357-9983 ▪ Fax (626) 359-9628
www.avinc.com ▪ NASDAQ: AVAV
PRESS
RELEASE
AeroVironment
Announces Establishment of 10b5-1 Trading Plan by Chief Executive
Officer
MONROVIA,
CA, September 29, 2008 — AeroVironment, Inc.
(AV) (NASDAQ: AVAV) today announced that its chief executive officer and
chairman of the board, Timothy E. Conver, as Trustee of The Conver Family Trust,
has established a pre-arranged stock trading plan to sell a portion of company
stock held by the Trust over a specific period of time. The stock
trading plan is part of a long-term strategy for asset diversification and
liquidity and was adopted in accordance with guidelines specified under Rule
10b5-1 of the Securities and Exchange Act of 1934 and AeroVironment’s policies
with respect to employee stock transactions.
Rule
10b5-1 allows corporate officers and directors to adopt written, pre-arranged
stock trading plans when they do not have material, non-public information.
Using these plans, insiders can diversify their investment portfolios, can
spread stock trades out over an extended period of time to reduce market impact
and can avoid concerns about whether they had material, non-public information
when they sold their stock.
Under its
Rule 10b5-1 Plan, the Trust may sell up to 280,000 shares over a period of
approximately nine months. If the Trust completes all the planned sales under
its Rule 10b5-1 Plan, Mr. Conver would beneficially own approximately 4,449,379
shares of AeroVironment common stock (including all options currently
exercisable by Mr. Conver), or approximately 21% of the company’s current
outstanding shares. The transactions under this plan will commence no earlier
than November 2008 and will be disclosed publicly through Form 144 and Form 4
filings with the Securities and Exchange Commission. The Form 4 filings will
also be posted on AeroVironment’s website.
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 services to provide situational awareness to tactical operating
units through reliable, real-time, airborne reconnaissance, surveillance, and
target acquisition. AV’s efficient energy systems include PosiCharge® electric vehicle fast charge
systems, and Architectural Wind™
systems for clean energy generation on buildings. More
information about AV is available at 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, 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.
##
Additional
AV News: http://www.avinc.com/News.asp
AV Media Gallery: http://www.avinc.com/media_gallery.asp
Contact:
AeroVironment,
Inc.
Steven
Gitlin
+1 (626)
357-9983
ir@avinc.com