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): February 21, 2014
ASTRONICS CORPORATION
(Exact name of registrant as specified in its charter)
| New York | 0-7087 | 16-0959303 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 130 Commerce Way East Aurora, New York |
14052 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (716) 805-1599
N/A
(Former name or former address, if changed since last report)
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 Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events
James S. Kramer, Astronics Corporation Executive Vice President, has determined to monetize a portion of his equity position in the Registrant’s common stock in a systematic, non-discretionary manner with minimal market impact and in accordance with applicable law and regulations.
Accordingly, pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, Mr. Kramer, adopted a written plan on February 19, 2014 relating to future sales of the Registrant’s common stock. Mr. Kramer’s plan will begin on April 1, 2014 and will continue for one year, unless sooner terminated. Under Mr. Kramer’s plan, he will place an order to sell shares of the Registrant’s common stock on the open market and at prevailing market prices, subject to a price floor as follows:
| Effective Date of Order |
Number of Common Shares |
Expiration Date of Order | ||
| 04/01/2014 |
6,000 | 03/31/2015 | ||
| 05/01/2014 |
6,000 | 03/31/2015 | ||
| 06/01/2014 |
3,000 | 03/31/2015 | ||
| 07/16/2014 |
3,000 | 03/31/2015 | ||
| 09/01/2014 |
3,000 | 03/31/2015 | ||
| 11/01/2014 |
3,000 | 03/31/2015 | ||
| 01/06/2015 |
3,000 | 03/31/2015 | ||
| 02/01/2015 |
3,000 | 03/31/2015 |
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.
| Astronics Corporation | ||||||
| Dated: February 21, 2014 | By: | /s/ David C. Burney | ||||
| Name: | David C. Burney | |||||
| Vice President and Chief Financial Officer | ||||||