8-K
Cvd Equipment Corp (CVV)
| UNITED STATES |
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| SECURITIES AND EXCHANGE COMMISSION |
| WASHINGTON, DC 20549 |
| FORM 8-K |
| CURRENT REPORT PURSUANT |
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| TO SECTION 13 OR 15(D) OF THE |
| SECURITIES EXCHANGE ACT OF 1934 |
| Date of report (Date of earliest event reported):<br><br> <br>July 26, 2021 |
CVD EQUIPMENT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| New York | 1-16525 | 11-2621692 |
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| (State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (IRS Employer Identification No.) |
| 355 South Technology Drive<br><br> <br>Central Islip, New York | 11722 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (631) 981-7081
(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)) |
Securities Registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | CVV | NASDAQ Capital Market |
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | ||
| --- | ||
| Emerging growth company ☐ | ||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ |
| Item 1.01 | Entry into a Material Definitive Agreement |
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The information set forth in Item 2.01 below is incorporated by reference into this Item 1.01.
| Item 2.01 | Completion of Acquisition or Disposition of Assets |
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Sale of 555 North Research Place, Central Islip, New York
As previously disclosed on its Current Report on Form 8-K filed with the Securities and Exchange Commission on March 31, 2021, CVD Equipment Corporation (the “Company”), through its wholly-owned subsidiary 555 N Research Corporation, entered into an Agreement of Purchase and Sale (the “Agreement”) with Steel K, LLC (the “Assignor”) for the sale (the “Transaction”) of the building and real property located at 555 North Research Place, Central Islip, New York 11722 (the “Premises”). On July 22, 2021, Assignor assigned its rights under the Agreement to Steel 555 NRP, LLC (the “Buyer”) pursuant an Assignment of Contract of Sale by and between the Assignor and Buyer. On July 26, 2021, the Company closed the sale of the Premises to the Buyer. The sale price for the Premises was $24,360,000, subject to adjustment for apportionments, adjustments and credits as described in the Agreement (the “Purchase Price”). A portion of the sale proceeds was used to satisfy the existing mortgage debt, including interest and fees, on the Premises in the amount of $9,352,719, as well as various costs related to the closing of the Transaction. The net proceeds to the Company were approximately $14,000,000.
At the closing of the Transaction, the Company also entered into that certain Assignment, Assumption and Amendment Agreement dated as of July 1, 2021 (the “Assignment Agreement”) amongst the Town of Islip Industrial Development Agency (the “IDA”), the Company, as assignor, and the Buyer, as assignee, wherein the Company assigned to the Buyer all IDA benefits granted to the Premises.
355 South Technology Drive, Central Islip, New York
The Company previously subleased its manufacturing facility located at 355 South Technology Drive, Central Islip, New York (the “Existing Facility”) from its wholly-owned subsidiary, FAE Holdings 411519R, LLC (“FAE”). Pursuant to a Second Amended and Restated Lease and Project Agreement, dated as of July 1, 2021 (the “Amended Project Agreement”), delivered on July 26, 2021, between the IDA and FAE, the IDA granted an extension of certain benefits to FAE, including the payment in lieu of real estate taxes and sales tax abatements, in connection with renovation of approximately 30,000 square feet and acquisition and installation of certain equipment and personal property at the Existing Facility. The Company further agreed to maintain certain employment targets for full time equivalent employees for the term of the Amended Project Agreement. In connection with the IDA benefits granted, the Company, together with CVD Materials Corporation (a wholly-owned subsidiary of the Company) entered into an Agency Compliance Agreement with the IDA (the “Compliance Agreement”) and an Amended and Restated Sublease Agreement with FAE (the “Amended Sublease”).
The foregoing is a summary of the material terms of the Transaction, the Agreement, Amended Project Agreement, Compliance Agreement, Amended Sublease, and Assignment Agreement, and are subject to, and qualified entirely by reference to, the full text of the Agreement which was filed with the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021, filed with the SEC on May 13, 2021, and the full texts of the Amended Project Agreement, Compliance Agreement, Amended Sublease, and Assignment Agreement, copies of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
| Item 8.01 | Other Events. |
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On July 29, 2021, the Company issued a press release announcing the Transaction. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
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(d) Exhibits
Exhibit No. Description
99.1 Press Release dated July 29, 2021.
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 thereunto duly authorized.
Date: July 29, 2021
| CVD EQUIPMENT<br><br> <br>CORPORATION | |
|---|---|
| By: | /s/ Thomas McNeill |
| Name: | Thomas McNeill |
| Title: | Executive Vice President and<br><br> <br>Chief Financial Officer |
ex_269124.htm
Exhibit 99.1
| enabling tomorrow’s technologies™ |
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355 South Technology Drive, Central Islip, New York 11722 | T 631.981.7081 | F 631.981.7095 | info@cvdequipment.com
CVD Completes the Sale of its 555 North Research Place Facility
CENTRAL ISLIP, N.Y., (Business Wire) – July 29, 2021 - CVD Equipment Corporation (NASDAQ: CVV), a leading provider of chemical vapor deposition systems and materials, today announced it closed on the sale of its facility located at 555 North Research Place, Central Islip, New York (“555 Building”) for the purchase price of $24,360,000. The Company previously announced it had entered into a contract of sale in March 2021.
Thomas McNeill, Executive Vice President & Chief Financial Officer, said “We are pleased to announce the closing of the sale of the 555 Building on July 26, 2021. Simultaneous with the sale, we satisfied our outstanding mortgage debt, including interest and fees, on the 555 Building in the amount of $9,352,719, as well as costs related to the closing of the transaction, which resulted in net proceeds to the Company of approximately $14.0 million. Further, we have entered into a new IDA agreement with the Town of Islip concerning our remaining facility at 355 South Technology Drive in Central Islip (“355 Building”), which includes, among other things, real estate and sales tax abatements incentives.”
Emmanuel Lakios, President and Chief Executive Officer said, “In January 2021 we determined that the 555 Building was not required for present and any foreseen business operations. The sale was a key step in our business strategy by converting brick and mortar to working capital. The working capital will be used for the Company’s sustainability, and future growth. The business operations previously located in the 555 Building have been consolidated into the 355 Building and for the Tantaline group into our Denmark facility during the first half of 2021.”
About CVD Equipment Corporation
CVD Equipment Corporation (NASDAQ: CVV) designs, develops, and manufactures a broad range of chemical vapor deposition, gas control, and other state-of-the-art equipment and process solutions used to develop and manufacture materials and coatings for research and industrial applications. This equipment is used by its customers to research, design, and manufacture these materials or coatings for aerospace engine components, medical implants, semiconductors, solar cells, smart glass, carbon nanotubes, nanowires, LEDs, MEMS, and other applications. Through its application laboratory, the Company provides process development support and process startup assistance with the focus on enabling tomorrow’s technologies™. It’s wholly owned subsidiary CVD Materials Corporation provides advanced materials and metal surface treatments and coatings to serve demanding applications in the electronic, biomedical, petroleum, pharmaceutical, and many other industrial markets.
| www.cvdequipment.com | www.cvdmaterialscorp.com | www.stainlessdesign.com | |
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The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. Certain information included in this press release (as well as information included in oral statements or other written statements made or to be made by CVD Equipment Corporation) contains statements that are forward-looking. All statements other than statements of historical fact are hereby identified as “forward-looking statements, “as such term is defined in Section 27A of the Securities Exchange Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward looking information involves a number of known and unknown risks and uncertainties that could cause actual results to differ materially from those discussed or anticipated by management. Potential risks and uncertainties include, among other factors, market and business conditions, the COVID-19 pandemic, the success of CVD Equipment Corporation’s growth and sales strategies, the possibility of customer changes in delivery schedules, cancellation of, or failure to receive orders, potential delays in product shipments, delays in obtaining inventory parts from suppliers and failure to satisfy customer acceptance requirements. Past performance in not a guaranty of future results.
For further information about this topic please contact:
Thomas McNeill
Phone: (631) 981-7081
Fax: (631) 981-7095 Email: investorrelations@cvdequipment.com
| www.cvdequipment.com | www.cvdmaterialscorp.com | www.stainlessdesign.com | |
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