UTILICRAFT AEROSPACE INDUSTRIES, INC.

Transcription

1 UTILICRAFT AEROSPACE INDUSTRIES, INC. FORM 8-K (Current report filing) Filed 02/11/13 for the Period Ending 02/11/13 Address 401 RYLAND STREET, SUITE 200-A RENO, NV, Telephone CIK Symbol UITA SIC Code Aircraft Fiscal Year 12/31 Copyright 2019, EDGAR Online, a division of Donnelley Financial Solutions. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, a division of Donnelley Financial Solutions, Terms of Use.

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K CURRENT REPORT Pursuant to Section13 or 15(d) of the Securities Exchange Act of Date of Report (Date of earliest event reported): February 11, Utilicraft Aerospace Industries, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of (Commission File (IRS Employer incorporation) Number) Identification No.) Double Eagle Airport Albuquerque, New Mexico (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (888) Not applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form8-K filing is intended tosimultaneously satisfy the filing obligation of the registrant under any of the following provisions: _ Written communications pursuant to Rule425 under the Securities Act (17 CFR ) _ Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR a-12) _ Pre-commencement communications pursuant to Rule14d-2(b)under the Exchange Act (17 CFR d-2(b)) _ Pre-commencement communications pursuant to Rule13e-4(c)under the Exchange Act (17 CFR e-4(c))

3 Item Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers On February 11, 2013, the Company received from each of John J. Dupont, President and Chief Executive Officer and Randy Moseley, Chief Financial Officer and Secretary a letter voluntarily resigning their respective officer positions and director positions with the Company. The officers did not resign over any disagreements with the Company on any matter relating to the Company s operations, polices or practices, but as a positive measure to assist certain principals and major shareholders of Freight Feeder Aircraft Corporation, who are also major shareholders of Utilicraft Aerospace Industries, Inc., collectively, who have expressed a desire to assume control and executive management of Utilicraft Aerospace Industries, Inc. (UITA), in order to further the ability of Freight Feeder Aircraft Corporation to enhance its capital raise efforts for the funding of the Freight Feeder Aircraft Development Program that Freight Feeder Aircraft Corporation previously purchased from UITA pursuant to that certain Asset Purchase Agreement between Freight Feeder Aircraft Corporation and UITA, dated December 7, 2007 (the APA ) Copies of their resignation letters and the Board Resolution are attached to this Current Report on Form 8-K as exhibits. Item 9.01 Financial Statements and Exhibits (c) Exhibits Exhibit No. Description 10.1 Board Resolution 99.1 Resignation Letter of John J. Dupont 99.2 Resignation Letter of Randy Moseley SIGNATURES 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. Date: February 11, 2013 UTILICRAFT AEROSPACE INDUSTRIES, INC. /s/ John J. Dupont John J. Dupont Chief Executive Officer 2

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5 Exhibit 10.1 MAJORITY CONSENT OF DIRECTORS IN LIEU OF SPECIAL MEETING OF THE BOARD OF DIRECTORS OF UTILICRAFT AEROSPACE INDUSTRIES, INC. Pursuant to the provisions of the Nevada Business Corporations Act, as amended, the undersigned directors, being a majority of the directors elected to the board of Utilicraft Aerospace Industries, Inc., a Nevada corporation, (the "Company"), acting by unanimous written consent, hereby adopt the following corporation resolutions and hereby consent to the taking of the actions set forth therein. Whereas, certain principals and major shareholders of Freight Feeder Aircraft Corporation, who are also major shareholders of Utilicraft Aerospace Industries, Inc., (collectively hereinafter referred to as the Freight Feeder Aircraft Corporation Principals ), have expressed a desire to assume control and executive management of Utilicraft Aerospace Industries, Inc. (UITA) in order to further the ability of Freight Feeder Aircraft Corporation to enhance its capital raise efforts for the funding of the Freight Feeder Aircraft Development Program that Freight Feeder Aircraft Corporation previously purchased from UITA pursuant to that certain Asset Purchase Agreement between Freight Feeder Aircraft Corporation and UITA, dated December 7, 2007 (the APA ); and Whereas all of the UITA assets, technology, and liabilities, were purchased and assumed by Freight Feeder Aircraft Corporation by the APA in December 2007 in consideration for stock and future royalties in Freight Feeder Aircraft Corporation; and Whereas, the primary asset of UITA remains stock and future royalties in Freight Feeder Aircraft Corporation, which, if Freight Feeder Aircraft Corporation is able to become fully capitalized, may, in turn, increase the value of UITA to its shareholders; and Whereas, the UITA Board members John J. Dupont and Randy Moseley wish to facilitate the positive transition of management to the Freight Feeder Aircraft Corporation Principals by submission of the resignations of Dupont and Moseley, attached and incorporated herein as Exhibit A, and, once the resignations are effective, hereby relinquish UITA board control to Edward F. Eaton, until such time that appropriate new officers and directors are elected; and Whereas the foregoing constitutes the sole consideration for the resignations provided herein; Whereas, the Dupont and Moseley resignations constitute a positive measure to assist in the development of UITA s asset value in Freight Feeder Aircraft Corporation as described above; and Whereas, there have been no additional encumbrances placed upon UITA, and there have been no agreements entered into by UITA, and that the asset and liability position of UITA has not materially changed since the signing of the Asset Purchase Agreement between UITA and Freight Feeder Aircraft Corporation, dated December 7, 2007; RESOLVED, that the resignations of Dupont and Moseley, as directors and officers, are hereby accepted as submitted to the Company and shall become effective at 5:00 PM CST, this 11 th day of February, 2013 as noted on the individual resignations attached hereto as Exhibit A. RESOLVED FURTHER, that the Company s officers are authorized by the Board of Directors to execute all the documents necessary to carry out the resolutions of the Board of Directors contained in these Minutes. The execution of this Consent, which may be accomplished in counterparts, will constitute a written waiver of any notice required by the Nevada Business Corporation Act or this corporation's Articles of Incorporation and Bylaws. Dated: February 11, 2013 /s/ John J. Dupont John J. Dupont /s/ Randy Moseley Randy Moseley Not Present Edward F. Eaton

6 EXHIBIT A RESIGNATION OF DUPONT and MOSELEY RESIGNATION The undersigned, JOHN J. DUPONT, hereby resigns, effective as of 5:00 PM CST February 11, 2013, in all capacities as a director, officer, and employee of Utilicraft Aerospace Industries, Inc., a Nevada corporation. /s/ John J. Dupont John J. Dupont RESIGNATION The undersigned, RANDY J. MOSELEY, hereby resigns, effective as of 5:00 PM CST February 11, 2013, in all capacities as a director, officer, and employee of Utilicraft Aerospace Industries, Inc., a Nevada corporation. /s/ Randy Moseley Randy J. Moseley

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8 Exhibit 99.1 RESIGNATION The undersigned, JOHN J. DUPONT, hereby resigns, effective as of 5:00 PM CST February 11, 2013, in all capacities as a director, officer, and employee of Utilicraft Aerospace Industries, Inc., a Nevada corporation.. /s/ John J. Dupont John J. Dupont

9 Exhibit 99.2 RESIGNATION The undersigned, RANDY J. MOSELEY, hereby resigns, effective as of 5:00 PM CST February 11, 2013, in all capacities as a director, officer, and employee of Utilicraft Aerospace Industries, Inc., a Nevada corporation. /s/ Randy Moseley Randy J. Moseley