LMI AEROSPACE, INC. (NASDAQ:LMIA) Files An 8-K Completion of Acquisition or Disposition of Assets

Item 2.01

In accordance with the terms of the Merger Agreement, on June 27,
2017, Sub was merged with and into the Company, with the Company
surviving such merger as a wholly-owned subsidiary of
Intermediate Co (the Merger). At the effective time of the
Merger (the Effective Time), each outstanding share of
common stock, par value $0.02 (the Common Stock) of the
Company (other than shares owned by the Company or the Parent
Entities and shares whose holders sought appraisal and complied
with all related statutory requirements of the General and
Business Corporation Law of Missouri) ceased to be outstanding
and was converted into the right to receive $14.00 in cash,
without interest and subject to any applicable tax withholding
(the Merger Consideration). At the Effective Time, (a)
each share of restricted Common Stock of the Company became fully
vested and was converted into the right to receive the Merger
Consideration, (b) each restricted stock unit of the Company
became fully vested, was settled in one share of Common Stock of
the Company, and was converted into the right to receive the
Merger Consideration, and (c) each share of common stock of Sub
issued and outstanding immediately prior to the Effective Time
(all of which shares were held of record by Intermediate Co) was
converted into and became one validly issued share of common
stock of the Company as the survivor of the Merger (Survivor
Common Stock), all of which shares of Survivor Common Stock,
as a result of the Merger, (i) comprise all of the issued and
outstanding capital stock of the Company as the survivor of the
Merger, and (ii) are held of record by Intermediate Co.

The total aggregate consideration payable in the transaction was
approximately $191.6 million, excluding debt to be repaid in
connection with the Merger. The Parent funded the Merger
Consideration in part with proceeds from credit facilities
obtained from BNP Paribas Fortis SA/NV, ING Belgium SA/NV, HSBC
Bank Plc, HSBC Bank USA, National Association, Belfius Bank
SA/NV, Caisse dEpargne et de Prevoyance Nord France Europe, CBC
Banque SA and Fifth Third Bank and equity financing from two of
its shareholders, SFPI-FPIM and Wespavia SA.

The foregoing description of the Merger and the Merger Agreement
does not purport to be complete in all respects and is qualified
in its entirety by reference to the Merger Agreement, which was
attached as Exhibit 2.1 to the Companys Current Report on Form
8-K filed with the Securities and Exchange Commission (the
SEC) on February 17, 2017, and is incorporated herein by
reference.

The information set forth under Introductory Note of this Current
Report on Form 8-K is incorporated into this Item 2.01 by
reference.

A copy of the joint press release issued by the Company and the
Parent on June 27, 2017, announcing the completion of the Merger
is attached hereto as Exhibit 99.1 and incorporated herein by
reference.

Section 3 Securities and Trading Markets

On June 27, 2017, the Company notified the NASDAQ Global Market
(Nasdaq) of the completion of the Merger and requested
that (i) trading of the Companys Common Stock on Nasdaq be halted
prior to market open on June 27, 2017 and suspended prior to
market open on June 28, 2017, the next trading day and (ii)
Nasdaq file with the SEC a Notification of Removal from Listing
and/or Registration under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the Exchange Act), on
Form 25 to delist and deregister the Companys Common Stock. The
Company intends to file with the SEC a certification on Form 15
under the Exchange Act requesting the termination of the
registration of its common stock under Section 12(g) of the
Exchange Act and the suspension of the Companys reporting
obligations under Section 13 and 15(d) of the Exchange Act.

The information set forth under Introductory Note and Item 2.01
of this Current Report on Form 8-K is incorporated into this Item
3.01 by reference.

Item 3.03

Material Modification to Rights of Security
Holders.

The information set forth under Introductory Note, Item 2.01 and
Item 3.01 of this Current Report on Form 8-K is incorporated into
this Item 3.03 by reference.

Section 5 Corporate Governance and Management

Item 5.01

Changes in Control of Registrant.

The information set forth under Introductory Note and Item 2.01
and 5.02 of this Current Report on Form 8-K is incorporated into
this Item 5.01 by reference.

Item 5.02

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

to the terms of the Merger Agreement, effective as of the
Effective Time, Gerald E. Daniels, John S. Eulich, Daniel G.
Korte, Sanford S. Neuman, Judith W. Northup, John M. Roeder,
Steven Schaffer, Gregory L. Summe and Lawrence J. Resnick
resigned as directors of the Company. Simultaneously with such
resignations, Bernard Delvaux and Pierre Sonveaux were appointed
as directors of the Company as the survivor of the Merger and in
accordance with the Amended and Restated Articles of
Incorporation and the Surviving Corporation Bylaws (as
hereinafter defined).

Also in connection with the Merger, on June 27, 2017, named
executive officers Daniel G. Korte, Clifford C. Stebe, Jr., and
David J. Wright, among other executives disclosed in the
Company’s Definitive Proxy Statement filed April 24, 2017, each
entered into an employment agreement (the Employment
Agreements) with the Company effective as of the Effective
Time. The Employment Agreements provide the aforementioned
executives (each, an Executive) an annual base salary,
which shall be increased by at least three percent (3%) each
year, an initial bonus to be paid within five (5) calendar days
of the Effective Time and certain other perquisites and benefits
customarily found in employment agreements with executives.
Furthermore, beginning in calendar year 2017, each Executive will
be eligible for an annual performance bonus, in the case of Mr.
Korte, equal to no less than fifty percent (50%) and no more than
one hundred and ten percent (110%), in the case of Mr. Stebe, no
less than twenty-two and one half percent (22.5%) and no more
than forty-nine and one half percent (49.5%), and in the case of
Mr. Wright, no less than fifteen percent (15%) and no more than
thirty-three percent (33%), of each such Executives then-current
base salary, subject to the achievement of performance objectives
for the subject calendar year. Beginning in calendar year 2018,
Mr. Korte will be entitled to an annual incentive payment equal
to three quarters times (.75x) the prior years annual base salary
and an annual performance incentive payment equal to no less than
fifty percent (50%) and no more than one hundred and ten percent
(110%) of three quarters times (.75x) the prior years base
salary. Also beginning in calendar year 2018, Mr. Stebe will be
entitled to an annual incentive payment equal to $52,500 and an
annual performance incentive payment equal to $52,500, each of
which will increase by a minimum of three percent (3%) each
calendar year. Also beginning in calendar year 2018, Mr. Wright
will be entitled to an annual incentive payment equal to $52,500
and an annual performance incentive payment equal to $52,500,
each of which will increase by a minimum of three percent (3%)
each calendar year. Both the annual incentive payments and the
annual performance incentive payments shall vest in three equal
installments, the first of which shall vest on the last day of
the calendar year to which it pertains, and the second and third
installments of which will vest on the last day of the two (2)
successive calendar years, in each case subject to the Executives
continued employment on each such vesting date, and in the case
of the annual performance incentive, subject to the achievement
of performance objectives for the subject calendar year. In each
case, the vested amounts will be paid on the January 30th
immediately following the applicable vesting date.

The Employment Agreements shall continue until terminated by
either the Company or the Executive in accordance with the terms
of the agreement. If an Executives employment is terminated
without cause by the Company, for good reason by the Executive,
or through a corporate dissolution (a Qualifying
Termination), prior to the first anniversary of the Merger,
the Executive will be entitled to severance in an amount equal to
two andone-half(2.5x) times such Executives then current base
salary. In the event of a Qualifying Termination following the
first anniversary, but prior to the second anniversary of the
Merger, the Executive will be entitled to severance in an amount
equal to one and one half times (1.5x) times such Executives then
current base salary. In the event of a Qualifying Termination on
or after the second anniversary of the Merger, the Executive will
be entitled to severance in an amount equal to one times (1x)
such Executives then current base salary. In addition to the
foregoing, if an Executives employment is terminated due to a
Qualifying Termination, such Executive shall be entitled to
receive any vested but unpaid annual incentive payment and/or
annual performance incentive payment, a prorated amount of the
annual bonus and the annual performance incentive payment of the
calendar year in which the termination occurred, and continued
health benefits at a reduced premium for a period of up to 18
months. Any severance will be paid in equal installments in
accordance with the Companys regular pay schedule over the length
of the period of base salary on which the amount of severance pay
is based, and will be subject to the Executive executing a
release agreement.

The Employment Agreements also contain a confidentiality
provision, a one (1) yearnon-compete/non-solicitprovision, and
other provisions customarily found in employment agreements with
executives.

The foregoing description of the Employment Agreements does not
purport to be complete and is qualified in its entirety by
reference to the full text of such agreements which are attached
hereto as Exhibits 10.1, 10.2 and 10.3 and are incorporated
herein by reference.

Each Employment Agreement provides for position, initial annual
base salary and initial bonus as follows:

The information set forth under Introductory Note and Item 2.01
of this Current Report on Form 8-K is incorporated into this Item
5.02 by reference.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.

to the Merger Agreement, on June 27, 2017, at the Effective Time,
the articles of incorporation of the Company were amended and
restated in their entirety and such amended and restated articles
of incorporation (the Amended and Restated Articles of
Incorporation) were filed as Attachment A to the Summary
Articles of Merger with the Missouri Secretary of State and
became the Amended and Restated Articles of Incorporation of the
Company as the survivor of the Merger. Also to the Merger
Agreement and resolutions adopted immediately after the Effective
Time by the new directors of the Company as the surviving
corporation, the by-laws of the Company were amended to read in
their entirety as the by-laws of Sub as in effect immediately
prior to the Effective Time (the Surviving Corporation
Bylaws). A copy of the Amended and Restated Articles of
Incorporation and a copy of the Surviving Corporation Bylaws are
attached to this Current Report on Form 8-K as Exhibit 3.1 and
Exhibit 3.2, respectively.

Section 8 Other Events

Item 8.01

Other Events

On June 27, 2017, the Company and the Parent issued a joint press
release in connection with the completion of the Merger. The full
text of the press release is attached hereto as Exhibit 99.1.

Section 9 Financial Statements and Exhibits

Item 9.01.

Financial Statements and Exhibits.

LMI AEROSPACE INC Exhibit
EX-3.1 2 ex3-1.htm AMENDED AND RESTATED ARTICLES OF INCORPORATION   LMI Aerospace,…
To view the full exhibit click here
About LMI AEROSPACE, INC. (NASDAQ:LMIA)

LMI Aerospace, Inc. is a supplier of structural assemblies, kits and components, and design engineering services to the aerospace and defense markets. The Company operates in two business segments consisting of its Aerostructures segment and its Engineering Services segment. Its Aerostructures segment fabricates, machines, finishes, integrates, assembles and kits machined and formed close tolerance aluminum, specialty alloy and composite components and higher level assemblies for use by the aerospace and defense industries. Its Engineering Services segment provides a range of design, engineering and program management services, supporting aircraft product lifecycles from conceptual design, analysis and certification through production support, fleet support and service life extensions through an engineering solution to original equipment manufacturers (OEMs) and Tier 1 aerospace suppliers, and airline operators.