Grundläggande statistik
| LEI | 549300FAGEOQASEWDY74 |
| CIK | 1081078 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to API Technologies Corp.
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| May 6, 2016 |
15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001- 35214 API TECHNOLOGIES CORP. (Exact name of registrant as speci |
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| April 26, 2016 |
ATNY / API Technologies Corp. / Steel Excel Inc. - SCHEDULE 13D/A Activist Investment sxcl20160426sc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 3)1 API Technologies Corp. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 00187E203 (CUSIP Number) W |
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| April 25, 2016 |
ATNY / API Technologies Corp. / Vintage Albany Acquisition LLC - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* API Technologies Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 00187E104 (CUSIP Number) Vintage Albany Acquisition, LLC c/o Vintage Capital Management, LLC Brian R. Kahn 4705 S. Apopka Vineland Rd. Suite 210 Orlando, Flori |
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| April 22, 2016 |
SECOND AMENDED AND RESTATED BYLAWS API TECHNOLOGIES CORP. EX-3.2 Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF API TECHNOLOGIES CORP. These Second Amended and Restated Bylaws (the ?Bylaws?) are adopted by this Corporation and are supplemental to the General Corporation Law of the State of Delaware, as the same shall from time to time be in effect. ARTICLE I. NAME AND SEAL. Section 101. Name. The name of the Corporation is API Technologies Corp. Secti |
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| April 22, 2016 |
API Technologies Corp. Announces Completion of Acquisition by Affiliate of J.F. Lehman & Company EX-99.1 Exhibit 99.1 API Technologies Corp. Announces Completion of Acquisition by Affiliate of J.F. Lehman & Company ORLANDO, Fla. ? April 22, 2016 - API Technologies Corp. (NASDAQ:ATNY) (?API? or the ?Company?), a leading provider of high performance RF, microwave, millimeterwave, power, and security solutions, today announced the successful completion of the acquisition of API by an affiliate o |
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| April 22, 2016 |
8-K 1 d185550d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): April 22, 2016 API TECHNOLOGIES CORP. (Exact name of registrant as specified in its charter) Delaware 001-35214 98-0200798 (State or other jurisdiction of |
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| April 22, 2016 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION API TECHNOLOGIES CORP. EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF API TECHNOLOGIES CORP. FIRST: The name of the Corporation is: API TECHNOLOGIES CORP. SECOND: The address of the Corporation?s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, 19808. The name of its registered agent at such address is Corporation Se |
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| April 22, 2016 |
S-8 POS As filed with the Securities and Exchange Commission on April 22, 2016 Registration No. |
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| April 22, 2016 |
S-8 POS 1 d185545ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on April 22, 2016 Registration No. 333-147075 Registration No. 333-173124 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: FORM S-8 REGISTRATION STATEMENT NO. 333-147075 FORM S-8 REGISTRATION STATEMENT NO. 333-173124 UNDER THE SECURITIES ACT OF 1933 API |
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| April 22, 2016 |
As filed with the Securities and Exchange Commission on April 22, 2016 Registration No. |
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| April 22, 2016 |
POS AM As filed with the Securities and Exchange Commission on April 22, 2016 Registration No. |
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| April 22, 2016 |
As filed with the Securities and Exchange Commission on April 22, 2016 Registration No. |
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| April 22, 2016 |
POS AM As filed with the Securities and Exchange Commission on April 22, 2016 Registration No. |
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| April 14, 2016 |
DEFR14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14C (RULE 14c?101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c?5(d)(2)) x Definitive Information Statement API TECHNOLOGIES CORP. |
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| April 14, 2016 |
8-K 1 d172855d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): April 13, 2016 API TECHNOLOGIES CORP. (Exact name of registrant as specified in its charter) Delaware 001-35214 98-0200798 (State or other jurisdiction of |
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| April 13, 2016 |
API Technologies FORM 10-Q (Quarterly Report) 10-Q 1 d103408d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 29, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period |
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| March 28, 2016 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14C (RULE 14c101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ¨ Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c5(d)(2)) x Definitive Information Statement API TECHNOLOGIES CORP. |
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| March 24, 2016 |
API Technologies 10-K/A (Annual Report) 10-K/A 1 d162598d10ka.htm 10-K/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF 1934 For the fiscal year ended November 30, 2015 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to |
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| March 18, 2016 |
PRER14C 1 d89876dprer14c.htm PRER14C Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14C Amendment No. 1 (RULE 14c–101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permi |
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| March 16, 2016 |
PREM14C 1 d89876dprem14c.htm PREM14C Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14C (RULE 14c–101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c |
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| March 2, 2016 |
API Technologies FORM 10-K (Annual Report) 10-K 1 d25132d10k.htm FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF 1934 For the fiscal year ended November 30, 2015 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numb |
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| March 2, 2016 |
SEPARATION AGREEMENT AND RELEASE EX-10.24 5 d25132dex1024.htm EX-10.24 Exhibit 10.24 SEPARATION AGREEMENT AND RELEASE THIS SEPARATION AGREEMENT AND RELEASE (this “Agreement”) is made and entered into as of the 2nd day of March, 2015, by and among API TECHNOLOGIES CORP., a Delaware corporation (“API”), and BEL LAZAR (“Employee”). RECITALS: A. Employee’s employment with API will end effective March 1, 2015 (the “Separation Date”). |
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| March 2, 2016 |
API TECHNOLOGIES CORP. Written Consent of Stockholders In Lieu of Meeting EX-4 Exhibit 4 API TECHNOLOGIES CORP. Written Consent of Stockholders In Lieu of Meeting The undersigned (the “Stockholders”), being the holders of the shares of capital stock of API Technologies Corp., a Delaware corporation (the “Company”), set forth opposite the name of each Stockholder on Schedule I hereto as of February 29, 2016 (being the date on which the Board of Directors of the Company ( |
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| March 2, 2016 |
EX-3.6 Exhibit 3.6 State of Delaware Secretary of State Division of Corporations Delivered 12:27 PM 11/07/2011 FILED 12:24 PM 11/07/2011 SRV 111172139 - 2999595 FILE CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF API TECHNOLOGIES CORP. API Technologies Corp. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of |
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| March 2, 2016 |
EX-10.8 Exhibit 10.8 INCENTIVE STOCK OPTION AGREEMENT AMENDED AND RESTATED API TECHNOLOGIES CORP. 2006 EQUITY INCENTIVE PLAN THIS AGREEMENT is dated and made effective as of , 201 (“Effective Date”) by and between API Technologies Corp., a Delaware corporation (the “Company”), and (“Optionee”). WITNESSETH: WHEREAS, Optionee on the date hereof is an employee of the Company or one of its Subsidiarie |
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| March 2, 2016 |
ATNY / API Technologies Corp. / Vintage Albany Acquisition LLC - SC 13D/A Activist Investment SC 13D/A 1 d128008dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* API Technologies Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 00187E104 (CUSIP Number) Vintage Albany Acquisition, LLC c/o Vintage Capital Management, LLC Brian R. Kahn 4705 S. Apopka Vineland |
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| March 2, 2016 |
EX-10.10 Exhibit 10.10 AMENDED AND RESTATED API TECHNOLOGIES CORP. 2006 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT Unless otherwise defined herein, the terms defined in the Amended and Restated API Technologies Corp. 2006 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”). I. NOTICE OF RESTRI |
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| March 2, 2016 |
API TECHNOLOGIES CORP. Written Consent of Stockholders In Lieu of Meeting ex99-1.htm Exhibit 99.1 API TECHNOLOGIES CORP. Written Consent of Stockholders In Lieu of Meeting The undersigned (the “Stockholders”), being the holders of the shares of capital stock of API Technologies Corp., a Delaware corporation (the “Company”), set forth opposite the name of each Stockholder on Schedule I hereto as of February 29, 2016 (being the date on which the Board of Directors of the |
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| March 2, 2016 |
EX-21 6 d25132dex21.htm EX-21 Exhibit 21 SUBSIDIARIES OF THE COMPANY Name State or Province of Incorporation Spectrum Control, Inc. Pennsylvania Spectrum Control, Inc. Delaware Spectrum Engineering International, Inc. Delaware Spectrum Control Technology, Inc. Delaware Spectrum FSY Microwave, Inc. Maryland Spectrum SEI Microwave, Inc. Delaware Spectrum Microwave, Inc. Delaware Spectrum Control Gmb |
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| March 2, 2016 |
ATNY / API Technologies Corp. / Steel Excel Inc. - SCHEDULE 13D/A Activist Investment SC 13D/A 1 sxcl20160302sc13da.htm SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2)1 API Technologies Corp. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) |
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| March 1, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-35214 CUSIP NUMBER 00187E203 (Check One) x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form N-SAR ¨ Form N-CSR For Period Ended: November 30, 2015 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Repor |
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| March 1, 2016 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among RF1 HOLDING COMPANY, RF ACQUISITION SUB, INC. and API TECHNOLOGIES CORP. Dated as of February 28, 2016 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Additional Definitions 14 1.3 Certain Interpretations 17 ARTICLE II THE MERGER 18 2.1 The Merger 18 2.2 The Effective Time |
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| March 1, 2016 |
AMENDED AND RESTATED BY-LAWS API TECHNOLOGIES CORP. ARTICLE I EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BY-LAWS OF API TECHNOLOGIES CORP. ARTICLE I OFFICES The corporation shall continuously maintain in the State of Delaware a registered office and a registered agent whose office is identical with such registered office, and may have other offices within or without the state. The registered office of the corporation required by The General Corporation Law to b |
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| March 1, 2016 |
EX-99.1 Exhibit 99.1 API Technologies Announces Definitive Agreement For Acquisition by Affiliate of J. F. Lehman & Co. Shareholders to Receive $2.00 per Share in Cash ORLANDO, Fla. ? February 29, 2016 - API Technologies Corp. (NASDAQ:ATNY) (?API? or the ?Company?), a leading provider of high performance RF, microwave, millimeterwave, power, and security solutions, today announced a definitive agr |
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| March 1, 2016 |
AMENDMENT NO. 4 Dated as of February 28, 2016 CREDIT AGREEMENT Dated as of February 6, 2013 EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 4 Dated as of February 28, 2016 to CREDIT AGREEMENT Dated as of February 6, 2013 THIS AMENDMENT NO. 4 (this ?Amendment?) is made as of February 28, 2016 by and among API Technologies Corp., a Delaware corporation (the ?Borrower?), the Lenders party hereto and Guggenheim Corporate Funding, LLC, as Agent for each member of the Lender Group (in suc |
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| March 1, 2016 |
8-K 1 d92109d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 28, 2016 API TECHNOLOGIES CORP. (Exact name of registrant as specified in its charter) Delaware 001-35214 98-0200798 (State or other jurisdiction of inc |
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| October 8, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2015 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001- |
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| October 8, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 d13585d8k.htm 8-K 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): October 8, 2015 API TECHNOLOGIES CORP. (Exact Name of registrant as specified in its charter) Commission File Number: 001-35214 DE 98-0200798 (State or other j |
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| October 8, 2015 |
API Technologies Reports Results for the Fiscal Third Quarter Ended August 31, 2015 EX-99.1 Exhibit 99.1 API Technologies Reports Results for the Fiscal Third Quarter Ended August 31, 2015 ORLANDO, Fla. (PR Newswire) October 8, 2015 - API Technologies Corp. (NASDAQ:ATNY) (API or the Company), a leading provider of high performance RF, microwave, millimeterwave, power, and security solutions, today announced results for the fiscal third quarter ended August 31, 2015. The r |
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| September 14, 2015 |
EX-10.1 Exhibit 10.1 August 12, 2015 Eric Seeton Eric: I am pleased to offer you a position with API Technologies Corp. (the ?Company?) as its Chief Financial Officer (CFO). Subject to the terms and conditions set forth in this letter, the effective date of your employment shall be no later than the 8th of September 2015 (the ?Effective Date?). Your employment with the Company is not recognized an |
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| September 14, 2015 |
API Technologies Appoints New Chief Financial Officer EX-99.1 Exhibit 99.1 API Technologies Appoints New Chief Financial Officer ORLANDO, Fla. ? (PR Newswire) ? September 14, 2015 - API Technologies Corp. (NASDAQ:ATNY) (?API? or the ?Company?), a leading provider of high performance RF, microwave, millimeterwave, power, and security solutions, today announced that Eric F. Seeton has been named Chief Financial Officer effective September 8, 2015. ?I a |
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| September 14, 2015 |
8-K 1 d42031d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 8, 2015 API TECHNOLOGIES CORP. (Exact name of registrant as specified in its charter) Delaware 001-35214 98-0200798 (State or other jurisdiction of inc |
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| August 24, 2015 |
UNAUDITED PRO FORMA COMBINED CONSOLIDATED $ Amounts in Thousands FINANCIAL INFORMATION EX-99.3 Exhibit 99.3 UNAUDITED PRO FORMA COMBINED CONSOLIDATED $ Amounts in Thousands FINANCIAL INFORMATION Basis of Pro Forma Presentation The following unaudited pro forma combined financial data is intended to show how the acquisition of Aeroflex / Inmet, Inc. and Aeroflex / Weinschel, Inc. (collectively, ?Inmet and Weinschel?) and the borrowing of new indebtedness described below might have af |
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| August 24, 2015 |
EX-99.1 3 d94660dex991.htm EX-99.1 Exhibit 99.1 Unaudited Combined Financial Statements of Aeroflex / Inmet, Inc. And Aeroflex / Weinschel, Inc. “Inmet & Weinschel” For the Nine Month Periods Ended March 31, 2015 and 2014 Inmet & Weinschel Table of Contents March 31, 2015 and 2014 Financial Statements (unaudited) Combined Balance Sheets 3 Combined Statements of Operations 4 Combined Statements of |
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| August 24, 2015 |
Financial Statements and Exhibits 8-K/A 1 d94660d8ka.htm FORM 8-K AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2015 API TECHNOLOGIES CORP. (Exact Name of registrant as specified in its charter) Commission File Number: 00 |
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| August 24, 2015 |
EX-99.2 Exhibit 99.2 Combined Financial Statements of Aeroflex / Inmet, Inc. And Aeroflex / Weinschel, Inc. ?Inmet & Weinschel? For the Years Ended June 30, 2014 and 2013 With Independent Auditors? Report Inmet & Weinschel Table of Contents June 30, 2014 and 2013 Independent Auditors? Report 1 Financial Statements Combined Balance Sheets 2 Combined Statements of Operations 3 Combined Statements of |
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| July 8, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2015 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-352 |
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| July 7, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 d56959d8k.htm FORM 8-K 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): July 7, 2015 API TECHNOLOGIES CORP. (Exact Name of registrant as specified in its charter) Commission File Number: 001-35214 DE 98-0200798 (State or other |
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| July 7, 2015 |
API Technologies Reports Results for the Fiscal Second Quarter Ended May 31, 2015 EX-99.1 Exhibit 99.1 API Technologies Reports Results for the Fiscal Second Quarter Ended May 31, 2015 ORLANDO, Fla.? (PR Newswire) ? July 7, 2015 - API Technologies Corp. (NASDAQ:ATNY) (?API? or the ?Company?), a leading provider of high performance RF, microwave, millimeterwave, power, and security solutions, today announced results for the fiscal second quarter ended May 31, 2015. Results for t |
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| June 12, 2015 |
AMENDMENT NO. 3 Dated as of June 8, 2015 CREDIT AGREEMENT Dated as of February 6, 2013 EX-10.1 2 d941513dex101.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 3 Dated as of June 8, 2015 to CREDIT AGREEMENT Dated as of February 6, 2013 THIS AMENDMENT NO. 3 (this “Amendment”) is made as of June 8, 2015 by and among API Technologies Corp., a Delaware corporation (the “Borrower”), the Lenders party hereto and Guggenheim Corporate Funding, LLC, as Agent for each member of the Le |
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| June 12, 2015 |
API Technologies Completes Acquisition of Inmet and Weinschel EX-99.1 Exhibit 99.1 API Technologies Completes Acquisition of Inmet and Weinschel ORLANDO, Fla.? (PR Newswire) ? June 8, 2015 - API Technologies Corp. (NASDAQ:ATNY) (?API? or the ?Company?), a leading provider of high performance RF, microwave, millimeterwave, power, and security solutions today announced the successful completion of its acquisitions of Aeroflex / Inmet, Inc. (?Inmet?) and Aerofl |
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| June 12, 2015 |
8-K 1 d941513d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): June 8, 2015 API TECHNOLOGIES CORP. (Exact name of registrant as specified in its charter) Delaware 001-35214 98-0200798 (State or other jurisdiction of in |
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| June 1, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report API Technologies Corp. (Exact name of registrant as specified in its charter) Delaware 001-35214 98-0200798 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 4705 S. Apopka Vineland Rd. Suite 210 Orlando, FL 32819 (Add |
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| June 1, 2015 |
EX-1.01 2 d933981dex101.htm EX-1.01 Exhibit 1.01 Conflict Minerals Report of API Technologies Corp. in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 Statements in this Conflict Minerals Report (this “Report”), which express a belief, expectation or intention, as well as those that are not historical fact, are forward-looking statements, including statements related to our co |
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| April 28, 2015 |
API Technologies to Acquire Cobham Inmet and Cobham Weinschel EX-99.1 Exhibit 99.1 API Technologies to Acquire Cobham Inmet and Cobham Weinschel ORLANDO, Fla.? (PR Newswire) ? April 23, 2015 - API Technologies Corp. (NASDAQ:ATNY) (?API? or the ?Company?), a leading provider of high performance radio frequency (?RF?), microwave, millimeterwave, power, and security solutions announced today that it has entered into a definitive agreement with a wholly owned su |
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| April 28, 2015 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 8-K 1 d915203d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): April 23, 2015 API TECHNOLOGIES CORP. (Exact name of registrant as specified in its charter) Delaware 001-35214 98-0200798 (State or other jurisdiction of |
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| April 28, 2015 |
EX-2.1 Exhibit 2.1 Execution Version STOCK PURCHASE AGREEMENT by and between Aeroflex Microelectronic Solutions, Inc. and API Technologies Corp. Dated as of April 23, 2015 TABLE OF CONTENTS Page Article I. DEFINITIONS 5 Section 1.1 Definitions 5 Article II. PURCHASE AND SALE 15 Section 2.1 Purchase and Sale 15 Section 2.2 Consideration 15 Section 2.3 Net Working Capital Adjustment 15 Section 2.4 C |
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| April 28, 2015 |
GUGGENHEIM CORPORATE FUNDING, LLC 300 Madison Avenue, 10th Floor New York, NY 10017 EX-10.1 Exhibit 10.1 GUGGENHEIM CORPORATE FUNDING, LLC 300 Madison Avenue, 10th Floor New York, NY 10017 April 23, 2015 API Technologies Corp. 4705 S. Apopka Vineland Road, Suite 210 Orlando, Florida 32819 Attention: Brian R. Kahn, Chairman Project Indigo Commitment Letter Ladies and Gentlemen: Subject to the terms and conditions described in this letter and the attached Term Sheet (?Exhibit A?, a |
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| April 23, 2015 |
8-K 1 d914633d8k.htm 8-K 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): April 21, 2015 API TECHNOLOGIES CORP. (Exact Name of registrant as specified in its charter) Commission File Number: 001-35214 DE 98-0200798 (State or other j |
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| April 9, 2015 |
API Technologies Reports Results for the Fiscal First Quarter Ended February 28, 2015 EX-99.1 Exhibit 99.1 API Technologies Reports Results for the Fiscal First Quarter Ended February 28, 2015 ORLANDO, Fla.? (PR Newswire) ? April 8, 2015 - API Technologies Corp. (NASDAQ:ATNY) (?API? or the ?Company?), a leading provider of high performance RF, microwave, millimeterwave, power, and security solutions, today announced results for the fiscal first quarter ended February 28, 2015. Fina |
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| April 9, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 d904778d8k.htm 8-K 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): April 8, 2015 API TECHNOLOGIES CORP. (Exact Name of registrant as specified in its charter) Commission File Number: 001-35214 DE 98-0200798 (State or other ju |
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| April 8, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 10-Q 1 d886359d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2015 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period |
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| March 16, 2015 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities and Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to Sec. |
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| March 2, 2015 |
EX-99.1 3 d879891dex991.htm EX-99.1 EXHIBIT 99.1 API Technologies Announces Management Transition — Industry Veteran Robert Tavares Named President and CEO — ORLANDO, FL– (PR Newswire) – March 2, 2015 –API Technologies Corp. (NASDAQ:ATNY) (“API”), a leading provider of high performance RF, microwave, millimeterwave, power, and security solutions, announced today that Robert Tavares has been named |
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| March 2, 2015 |
4705 S. Apopka Vineland Road, Suite 210, Orlando, Florida 32819 EX-10.1 2 d879891dex101.htm EX-10.1 Exhibit 10.1 January 28, 2015 Bob Tavares 16541 Redmond Way NE #453 Redmond, WA 98052 Dear Bob: I am pleased to offer you a position with API Technologies Corp. (the “Company”) as its President and Chief Executive Officer. Subject to the terms and conditions set forth in this letter, the effective date of your employment shall be the date that is four (4) calend |
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| March 2, 2015 |
8-K 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: March 2, 2015 (Date of earliest event reported) API TECHNOLOGIES CORP. (Exact Name of registrant as specified in its charter) Commission File Number: 001-35214 DE 98-0200798 (State or other jurisdiction of incorpo |
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| February 17, 2015 |
ATNY / API Technologies Corp. / WYNNEFIELD PARTNERS SMALL CAP VALUE LP - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) API Technologies corp. (Name of Issuer) Common Stock, $.001 Par Value Per Share (Title and Class of Securities) 00187E203 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan |
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| February 10, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K 10-K 1 d834928d10k.htm FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF 1934 For the fiscal year ended November 30, 2014 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file num |
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| February 10, 2015 |
Exhibit 21 SUBSIDIARIES OF THE COMPANY Name State or Province of Incorporation Spectrum Control, Inc. |
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| January 29, 2015 |
API Technologies Reports Results for the Fiscal Fourth Quarter Ended November 30, 2014 EX-99.1 2 d860996dex991.htm EX-99.1 Exhibit 99.1 API Technologies Reports Results for the Fiscal Fourth Quarter Ended November 30, 2014 • Q4 revenue of $57.8 million • Q4 GAAP Operating Income of $2.2 million; Non-GAAP Operating Income of $3.5 million • Q4 cash from operations of $3.3 million • FY14 GAAP Operating Income of $4.6 million; Non-GAAP Operating Income of $10.3 million ORLANDO, Fla.– (P |
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| January 29, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Form 8-K 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): January 29, 2015 API TECHNOLOGIES CORP. (Exact Name of registrant as specified in its charter) Commission File Number: 001-35214 DE 98-0200798 (State or other jurisdiction of |
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| October 3, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2014 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001- |
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| September 25, 2014 |
EX-99.1 2 d793802dex991.htm EX-99.1 Exhibit 99.1 API Technologies Reports Results for the Fiscal Third Quarter Ended August 31, 2014 Revenue of $56.9 million, Bookings of $59.7 million, Book-to-Bill of 1.1 ORLANDO, Fla.– (PR Newswire) – September 25, 2014 - API Technologies Corp. (NASDAQ:ATNY) (“API” or the “Company”), a leading provider of high performance RF/microwave, power, and security soluti |
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| September 25, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 d793802d8k.htm 8-K 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 25, 2014 API TECHNOLOGIES CORP. (Exact Name of registrant as specified in its charter) Commission File Number: 001-35214 DE 98-0200798 (State or oth |
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| July 10, 2014 |
API Technologies Reports Results for the Fiscal Second Quarter Ended May 31, 2014 EX-99.1 Exhibit 99.1 API Technologies Reports Results for the Fiscal Second Quarter Ended May 31, 2014 ORLANDO, Fla.– (PR Newswire) – July 9, 2014 - API Technologies Corp. (NASDAQ:ATNY) (“API” or the “Company”), a leading provider of high performance RF/microwave, power, and security solutions for critical and high-reliability applications, today announced results for the fiscal second quarter end |
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| July 10, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 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): July 9, 2014 API TECHNOLOGIES CORP. (Exact Name of registrant as specified in its charter) Commission File Number: 001-35214 DE 98-0200798 (State or other jurisdiction (IRS Employ |
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| July 9, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2014 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-352 |
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| June 23, 2014 |
EX-99.1 Exhibit 99.1 API Technologies Announces Promotion of Claudio Mannarino to Chief Financial Officer ORLANDO, Fla.– (Business Wire) – June 23, 2014—API Technologies Corp. (NASDAQ:ATNY) (“API” or the “Company”), a leading provider of high performance RF/microwave, power, and security solutions for critical and high-reliability applications, announced today that Claudio Mannarino, Senior Vice P |
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| June 23, 2014 |
8-K 1 d745950d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): June 18, 2014 API TECHNOLOGIES CORP. (Exact name of registrant as specified in its charter) Delaware 001-35214 98-0200798 (State or other jurisdiction of incorp |
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| May 30, 2014 |
FORM SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report API Technologies Corp. (Exact name of registrant as specified in its charter) Delaware 001-35214 98-0200798 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 4705 S. Apopka Vineland Rd. Suite 210 Orlando, FL 32 |
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| May 30, 2014 |
EX-1.02 Exhibit 1.02 Conflict Minerals Report of API Technologies Corp. in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report of API Technologies Corp. (“API”) for calendar year 2013 provided in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934, as amended (the “1934 Act”). Please refer to Rule 13p-1, Form SD |
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| May 13, 2014 |
ATNY / API Technologies Corp. / Steel Excel Inc. - SCHEDULE 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 API Technologies Corp. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 00187E203 (CUSIP Number) Warren G. Lichtenstein S |
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| April 14, 2014 |
8-K 1 d713354d8k.htm 8-K 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): April 11, 2014 API TECHNOLOGIES CORP. (Exact Name of registrant as specified in its charter) Commission File Number: 001-35214 DE 98-0200798 (State or other j |
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| April 10, 2014 |
API Technologies Reports Results for the Fiscal First Quarter Ended February 28, 2014 EX-99.1 2 d710075dex991.htm EX-99.1 Exhibit 99.1 API Technologies Reports Results for the Fiscal First Quarter Ended February 28, 2014 • Revenue of $58.9 million • Capital structure simplification announced March 26 ORLANDO, Fla.– (Business Wire) – April 9, 2014 - API Technologies Corp. (NASDAQ:ATNY) (“API” or the “Company”), a leading provider of high performance RF/microwave, power, and security |
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| April 10, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 d710075d8k.htm 8-K 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): April 9, 2014 API TECHNOLOGIES CORP. (Exact Name of registrant as specified in its charter) Commission File Number: 001-35214 DE 98-0200798 (State or other ju |
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| April 9, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 10-Q 1 d688627d10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2014 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from |
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| April 9, 2014 |
Exhibit 10.3 LEASE AGREEMENT THIS LEASE AGREEMENT (this ?Lease?) is made as of December 31, 2013 (the ?Effective Date?), by and between STORE SPE STATE COLLEGE 2013-8, LLC, an Delaware limited liability company (?Lessor?), whose address is 8501 E. Princess Drive, Suite 190, Scottsdale, Arizona 85255, and SPECTRUM CONTROL, INC., a Pennsylvania corporation (?Lessee?), whose address is 4705 S. Apopka |
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| April 4, 2014 |
CORRESP 1 filename1.htm 4705 S. Apopka Vineland Rd., Suite 210 Orlando, FL 32819 (855) 294-3800 www.apitech.com April 4, 2014 Via EDGAR Mr. Brian Cascio Accounting Branch Chief Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: API Technologies Corp. Form 10-K for the fiscal year ended November 30, 2013 Filed February 12, 2014 File N |
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| March 28, 2014 |
POS AM As filed with the Securities and Exchange Commission on March 28, 2014 Registration No. |
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| March 26, 2014 |
8-K 1 d699021d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 21, 2014 API TECHNOLOGIES CORP. (Exact name of registrant as specified in its charter) Delaware 001-35214 98-0200798 (State or other jurisdiction of incor |
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| March 26, 2014 |
ATNY / API Technologies Corp. / TOLL BRUCE E - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| March 26, 2014 |
API Technologies Announces Preferred Stock Redemption and Consolidation of Credit Facilities EX-99.1 4 d699021dex991.htm EX-99.1 Exhibit 99.1 API Technologies Announces Preferred Stock Redemption and Consolidation of Credit Facilities ORLANDO, Fla.– (Business Wire) – March 26, 2014 - API Technologies Corp. (NASDAQ:ATNY) (“API” or the “Company”), a leading provider of high performance RF/microwave, power, and security solutions for critical and high-reliability applications, today announce |
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| March 26, 2014 |
AMENDMENT NO. 2 Dated as of March 21, 2014 CREDIT AGREEMENT Dated as of February 6, 2013 EX-10.1 3 d699021dex101.htm EX-10.1 Exhibit 10.1 AMENDMENT NO. 2 Dated as of March 21, 2014 to CREDIT AGREEMENT Dated as of February 6, 2013 THIS AMENDMENT NO. 2 (this “Amendment”) is made as of March 21, 2014 by and among API Technologies Corp., a Delaware corporation (the “Borrower”), the Lenders party hereto and Guggenheim Corporate Funding, LLC, as Agent for each member of the Lender Group (in |
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| March 26, 2014 |
EX-3.1 2 d699021dex31.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF ELIMINATION OF THE SERIES A MANDATORILY REDEEMABLE PREFERRED STOCK OF API TECHNOLOGIES CORP. Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware API Technologies Corp., a Delaware corporation (the “Corporation”), certifies as follows: 1. The Amended and Restated Certificate of Incorporation, as amended (the |
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| March 12, 2014 |
ATNY / API Technologies Corp. / Steel Excel Inc. - SCHEDULE 13D Activist Investment sxcl20140311sc13d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 API Technologies Corp. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 00187E203 (CUSIP Number) War |
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| March 12, 2014 |
ex99-1.htm Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.001, of API Technologies Corp. This Joint Filing Agreement shall be file |
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| March 10, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* API Technologies Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 00187E104 (CUSIP Number) March 7, 2014 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Sc |
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| March 5, 2014 |
DEF 14A 1 d664938ddef14a.htm DEFINITIVE PROXY STATEMENT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities and Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the |
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| February 13, 2014 |
API Technologies Reports Results for the Fiscal Fourth Quarter Ended November 30, 2013 EX-99.1 Exhibit 99.1 API Technologies Reports Results for the Fiscal Fourth Quarter Ended November 30, 2013 • Fourth quarter revenue of $59.1 million, up 10.7% over prior fiscal year fourth quarter • Revenue from continuing operations for fiscal year 2013 of $244.3 million compared to $242.4 million in fiscal year 2012 • Term loan repayments totaling $92.4 million through February 12, 2014 ORLANDO |
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| February 13, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 d677117d8k.htm FORM 8-K 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 12, 2014 API TECHNOLOGIES CORP. (Exact Name of registrant as specified in its charter) Commission File Number: 001-35214 DE 98-0200798 (State or |
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| February 12, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K 10-K 1 d646416d10k.htm FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF 1934 For the fiscal year ended November 30, 2013 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file num |
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| February 12, 2014 |
Exhibit 21 SUBSIDIARIES OF THE COMPANY Name State or Province of Incorporation Spectrum Control, Inc. |
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| January 6, 2014 |
CONSENT UNDER CREDIT AGREEMENT EX-10.1 2 d652969dex101.htm EX-10.1 Exhibit 10.1 Execution Version CONSENT UNDER CREDIT AGREEMENT THIS CONSENT AGREEMENT (this “Consent”) is entered into as of December 31, 2013, by and between API TECHNOLOGIES CORP., a Delaware corporation (the “Borrower”) the Lenders party hereto and GUGGENHEIM CORPORATE FUNDING, LLC, as administrative agent for the Lenders (in such capacity, together with its s |
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| January 6, 2014 |
CONSENT UNDER CREDIT AGREEMENT EX-10.2 3 d652969dex102.htm EX-10.2 Exhibit 10.2 EXECUTION COPY CONSENT UNDER CREDIT AGREEMENT THIS CONSENT AGREEMENT (this “Consent”) is entered into as of December 31, 2013, by and among API TECHNOLOGIES CORP., a Delaware corporation (“Parent”), the Subsidiaries of Parent signatory hereto as “Borrowers” (together with Parent, each, individually, a “Borrower” and, collectively, jointly and severa |
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| January 6, 2014 |
8-K 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): December 31, 2013 API TECHNOLOGIES CORP. (Exact name of registrant as specified in its charter) Delaware 001–35214 98-0200798 (State or other jurisdiction of incorporation) (Commi |
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| January 6, 2014 |
API Technologies Completes Sale/Leaseback of State College, PA Facility EX-99.1 4 d652969dex991.htm EX-99.1 Exhibit 99.1 Contact: Tara Flynn Condon +1 908 546 3903 +1 732 535 6600 [email protected] API Technologies Completes Sale/Leaseback of State College, PA Facility ORLANDO, Fla. & STATE COLLEGE, PA – January 6, 2014 - API Technologies Corp. (NASDAQ:ATNY) (“API” or the “Company”), a leading provider of high performance RF/microwave, power, and security solutions fo |
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| October 10, 2013 |
API Technologies Reports Results for the Fiscal Third Quarter Ended August 31, 2013 EX-99.1 Exhibit 99.1 API Technologies Reports Results for the Fiscal Third Quarter Ended August 31, 2013 • Revenue of $62.6 million, up 6.6% over prior fiscal year third quarter • Adjusted EBITDA of $8.4 million • Net income of $7.0 million ORLANDO, FL – (Business Wire) – October 9, 2013 – API Technologies Corp. (NASDAQ:ATNY) (“API”, “API Technologies”, or the “Company”), a trusted provider of RF/ |
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| October 10, 2013 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 d611392d8k.htm 8-K 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): October 10, 2013 API TECHNOLOGIES CORP. (Exact name of registrant as specified in its charter) Delaware 001–35214 98-0200798 (State or other jurisdiction of i |
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| October 10, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 d610395d8k.htm FORM 8-K 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): October 9, 2013 API TECHNOLOGIES CORP. (Exact Name of registrant as specified in its charter) Commission File Number: 001-35214 DE 98-0200798 (State or o |
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| October 10, 2013 |
AMENDMENT NO. 1 Dated as of October 10, 2013 CREDIT AGREEMENT Dated as of February 6, 2013 EX-10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 1 Dated as of October 10, 2013 to CREDIT AGREEMENT Dated as of February 6, 2013 THIS AMENDMENT NO. 1 (this “Amendment”) is made as of October 10, 2013 by and among API Technologies Corp., a Delaware corporation (the “Borrower”), the Lenders party hereto and Guggenheim Corporate Funding, LLC, as Agent for each member of the Lender Group (in such |
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| October 9, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2013 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001- |
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| July 11, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 d566083d8k.htm FORM 8-K 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): July 10, 2013 API TECHNOLOGIES CORP. (Exact Name of registrant as specified in its charter) Commission File Number: 001-35214 DE 98-0200798 (State or oth |
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| July 11, 2013 |
API Technologies Reports Results for the Fiscal Second Quarter Ended May 31, 2013 EX-99.1 2 d566083dex991.htm EX-99.1 Exhibit 99.1 API Technologies Reports Results for the Fiscal Second Quarter Ended May 31, 2013 • Revenue of $68.1 million, up 11.6% sequentially over prior fiscal quarter • Book-to-Bill ratio of 1.1 • Term debt repayment of $75.9 million as of July 10, 2013 • Net income of $7.5 million ORLANDO, FL – (Business Wire) – July 10, 2013 – API Technologies Corp. (NASDA |
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| July 10, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2013 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-352 |
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| May 24, 2013 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 d544196d8k.htm 8-K 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): May 22, 2013 API TECHNOLOGIES CORP. (Exact name of registrant as specified in its charter) Delaware 001–35214 98-0200798 (State or other jurisdiction of incor |
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| May 24, 2013 |
FIRST AMENDMENT TO THE CREDIT AGREEMENT EX-10.1 Exhibit 10.1 EXECUTION VERSION FIRST AMENDMENT TO THE CREDIT AGREEMENT THIS FIRST AMENDMENT TO THE CREDIT AGREEMENT (this “Amendment”), dated as of May 22, 2013 is entered into by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (as such terms are defined in the Credi |
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| April 23, 2013 |
EX-2.1 2 d525719dex21.htm EX-2.1 Exhibit 2.1 EXECUTION VERSION STOCK PURCHASE AGREEMENT by and between API TECHNOLOGIES CORP., SPECTRUM CONTROL, INC., and MEASUREMENT SPECIALTIES, INC. Dated: April 17, 2013 Table of Contents Page ARTICLE I DEFINITIONS AND INTERPRETATION 1 Section 1.1 Definitions 1 Section 1.2 Interpretation 10 ARTICLE II PURCHASE AND SALE OF STOCK 12 Section 2.1 Closing; Closing D |
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| April 23, 2013 |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION EX-99.2 Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION The following unaudited pro forma condensed consolidated financial information is derived from the historical consolidated financial statements of API Technologies Corp. (“API”) and give effect to (i) the sale (the “Sale”) of all of the issued and outstanding shares of capital stock or other equity interests of S |
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| April 23, 2013 |
8-K 1 d525719d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): April 17, 2013 API TECHNOLOGIES CORP. (Exact name of registrant as specified in its charter) Delaware 001-35214 98-0200798 (State or other jurisdiction of incor |
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| April 23, 2013 |
API Technologies Completes Sale of Sensors Business to Measurement Specialties for $51.4 Million EX-99.1 Exhibit 99.1 API Technologies Completes Sale of Sensors Business to Measurement Specialties for $51.4 Million ORLANDO, FL – (Business Wire) – April 17, 2013 – API Technologies Corp. (NASDAQ:ATNY) (“API” or the “Company”), a trusted provider of RF/microwave, microelectronics, and security solutions for critical and high-reliability applications, today announced the sale of its Sensors Produ |
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| April 9, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 d518957d8k.htm FORM 8-K 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): April 9, 2013 API TECHNOLOGIES CORP. (Exact Name of registrant as specified in its charter) Commission File Number: 001-35214 DE 98-0200798 (State or oth |
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| April 9, 2013 |
API Technologies Reports Results for the Fiscal First Quarter Ended February 28, 2013 EX-99.1 Exhibit 99.1 API Technologies Reports Results for the Fiscal First Quarter Ended February 28, 2013 ORLANDO, FL – (Business Wire) – April 9, 2013 – API Technologies Corp. (NASDAQ:ATNY) (“API”, “API Technologies”, or the “Company”), a trusted provider of RF/microwave, microelectronics, and security solutions for critical and high-reliability applications, today announced results for the fisc |
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| April 9, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2013 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00 |
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| March 26, 2013 |
8-K 1 d510413d8k.htm FROM 8-K 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): March 22, 2013 API TECHNOLOGIES CORP. (Exact Name of registrant as specified in its charter) Commission File Number: 001-35214 DE 98-0200798 (State or ot |
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| February 22, 2013 |
Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities and Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to Sec. |
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| February 14, 2013 |
ATNY / API Technologies Corp. / WYNNEFIELD PARTNERS SMALL CAP VALUE LP - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 API Technologies corp. (Name of Issuer) Common Stock, $.001 Par Value Per Share (Title and Class of Securities) 00187E203 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this sche |
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| February 13, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K 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 12, 2013 API TECHNOLOGIES CORP. (Exact Name of registrant as specified in its charter) Commission File Number: 001-35214 DE 98-0200798 (State or other jurisdiction o |
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| February 13, 2013 |
API Technologies Reports Results for the Fiscal Fourth Quarter Ended November 30, 2012 EX-99.1 Exhibit 99.1 API Technologies Reports Results for the Fiscal Fourth Quarter Ended November 30, 2012 ORLANDO, FL – (Business Wire) –February 12, 2013 – API Technologies Corp. (NASDAQ:ATNY) (“API”, “API Technologies”, or the “Company”), a trusted provider of RF/microwave, microelectronics, and security solutions for critical and high-reliability applications, today announced results for the |
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| February 12, 2013 |
Exhibit 21 SUBSIDIARIES OF THE COMPANY Name State or Province of Incorporation Spectrum Control, Inc. |
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| February 12, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF 1934 For the fiscal year ended November 30, 2012 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35214 API TECHNOLOGIES CO |
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| February 8, 2013 |
ATNY / API Technologies Corp. / TOLL BRUCE E - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) API TECHNOLOGIES CORP. |
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| February 8, 2013 |
CANADIAN GUARANTEE AND SECURITY AGREEMENT EX-10.3 Exhibit 10.3 Execution Copy CANADIAN GUARANTEE AND SECURITY AGREEMENT This GUARANTEE AND SECURITY AGREEMENT (this “Agreement”), dated as of February 6, 2013, by and among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties to this Agreement by executing the form of Joinder attached hereto as Annex 1 (each, together with |
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| February 8, 2013 |
EX-10.10 Exhibit 10.10 Execution Version Dated 7 February 2013 RF2M MICROWAVE LTD as Company and WELLS FARGO BANK, NATIONAL ASSOCIATION as Security Trustee DEBENTURE CONTENTS PAGE 1. Definitions and Interpretation 1 2. Payment of Secured Liabilities 4 3. Fixed Charges, Assignments and Floating Charge 4 4. Crystallisation of Floating Charge 6 5. Perfection of Security 7 6. Further Assurance 7 7. Ne |
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| February 8, 2013 |
8-K 1 d480032d8k.htm 8-K 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 6, 2013 API TECHNOLOGIES CORP. (Exact name of registrant as specified in its charter) Delaware 001–35214 98-0200798 (State or other jurisdiction of i |
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| February 8, 2013 |
API Technologies Announces Repayment of Term Loan and Entry into New Credit Agreements EX-99.1 Exhibit 99.1 API Technologies Announces Repayment of Term Loan and Entry into New Credit Agreements ORLANDO, FL– (Business Wire) – February 7, 2013 –API Technologies Corp. (NASDAQ:ATNY) (“API” or the “Company”), a trusted provider of RF/microwave, microelectronics, and security solutions for critical and high-reliability applications, today announced that it has entered into a credit agree |
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| February 8, 2013 |
U.S. GUARANTY AND SECURITY AGREEMENT EX-10.2 Exhibit 10.2 Execution Version U.S. GUARANTY AND SECURITY AGREEMENT This U.S. GUARANTY AND SECURITY AGREEMENT (this “Agreement”), dated as of February 6, 2013, by and among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties to this Agreement by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” |
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| February 8, 2013 |
EX-10.1 2 d480032dex101.htm EX-10.1 Exhibit 10.1 Execution Version CREDIT AGREEMENT by and among API TECHNOLOGIES CORP., as Borrower, THE LENDERS PARTY HERETO, as the Lenders, and GUGGENHEIM CORPORATE FUNDING, LLC, as Agent, Dated as of February 6, 2013 TABLE OF CONTENTS Page 1. DEFINITIONS AND CONSTRUCTION 1 1.1 Definitions 1 1.2 Accounting Terms 1 1.3 Code 2 1.4 Construction 2 1.5 Time Reference |
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| February 8, 2013 |
EX-10.7 Exhibit 10.7 Execution Version Dated 6 February 2013 API TECHNOLOGIES (UK) LIMITED as Company and WELLS FARGO BANK, NATIONAL ASSOCIATION as Security Trustee DEBENTURE CONTENTS PAGE 1. Definitions and Interpretation 1 2. Payment of Secured Liabilities 4 3. Fixed Charges, Assignments and Floating Charge 4 4. Crystallisation of Floating Charge 6 5. Perfection of Security 7 6. Further Assuranc |
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| February 8, 2013 |
CANADIAN GUARANTEE AND SECURITY AGREEMENT EX-10.6 Exhibit 10.6 Execution Copy CANADIAN GUARANTEE AND SECURITY AGREEMENT This GUARANTEE AND SECURITY AGREEMENT (this “Agreement”), dated as of February 6, 2013, by and among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties to this Agreement by executing the form of Joinder attached hereto as Annex 1 (each, together with |
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| February 8, 2013 |
EX-10.8 9 d480032dex108.htm EX-10.8 Exhibit 10.8 Execution Version Dated 6 February 2013 RF2M LTD as Company and WELLS FARGO BANK, NATIONAL ASSOCIATION as Security Trustee DEBENTURE CONTENTS PAGE 1. Definitions and Interpretation 1 2. Payment of Secured Liabilities 4 3. Fixed Charges, Assignments and Floating Charge 4 4. Crystallisation of Floating Charge 6 5. Perfection of Security 7 6. Further A |
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| February 8, 2013 |
U.S. GUARANTY AND SECURITY AGREEMENT EX-10.5 6 d480032dex105.htm EX-10.5 Exhibit 10.5 EXECUTION VERSION U.S. GUARANTY AND SECURITY AGREEMENT This U.S. GUARANTY AND SECURITY AGREEMENT (this “Agreement”), dated as of February 6, 2013, by and among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties to this Agreement by executing the form of Joinder attached hereto a |
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| February 8, 2013 |
EX-10.9 Exhibit 10.9 Execution Version Dated 6 February 2013 RF2M MICROELECTRONICS LTD as Company and WELLS FARGO BANK, NATIONAL ASSOCIATION as Security Trustee DEBENTURE CONTENTS PAGE 1. Definitions and Interpretation 1 2. Payment of Secured Liabilities 4 3. Fixed Charges, Assignments and Floating Charge 4 4. Crystallisation of Floating Charge 6 5. Perfection of Security 7 6. Further Assurance 7 |
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| February 8, 2013 |
EX-10.4 Exhibit 10.4 EXECUTION VERSION CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and UK Security Trustee, THE LENDERS PARTY HERETO, as the Lenders, and API TECHNOLOGIES CORP. AND THE OTHER US BORROWERS PARTY HERETO, as US Borrowers, and RF2M MICROELECTRONICS LTD. AND RF2M MICROWAVE LTD., as UK Borrowers Dated as of February 6, 2013 TABLE OF CONTE |
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| February 4, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response… 10. |
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| January 9, 2013 |
ATNY / API Technologies Corp. / DEZWIREK PHILLIP - SCHEDULE 13D AMENDMENT NO.5 Activist Investment Schedule 13D Amendment No.5 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) API Technologies Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 00187E203 (CUSIP Number) Phillip DeZwirek 2300 Yonge Street, Suite 1710 Toronto, Ontario, Canada M4P 1E4 (416) 593-6543 (Name, Address and Telephone Number |
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| January 9, 2013 |
ATNY / API Technologies Corp. / DEZWIREK JASON - SCHEDULE 13D AMENDMENT NO. 5 Activist Investment SC 13D/A 1 d464879dsc13da.htm SCHEDULE 13D AMENDMENT NO. 5 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) API Technologies Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 00187E203 (CUSIP Number) Jason DeZwirek 2300 Yonge Street, Suite 1710 Toronto, Ontario, Canada M4P 1E4 (416) 593-6543 (Name, |
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| October 11, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 d422748d8k.htm FORM 8-K 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): October 10, 2012 API TECHNOLOGIES CORP. (Exact Name of registrant as specified in its charter) Commission File Number: 001-35214 DE 98-0200798 (State or |
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| October 11, 2012 |
EX-99.1 2 d422748dex991.htm PRESS RELEASE Exhibit 99.1 API Technologies Reports Results for the Fiscal Third Quarter Ended August 31, 2012 Board of Directors Retains Financial Advisor to Evaluate Unsolicited Third-Party Interest and Full Range of Strategic Alternatives ORLANDO, FL – October 10, 2012 – API Technologies Corp. (NASDAQ:ATNY) (“API”, “API Technologies”, or the “Company”), a trusted pro |
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| October 10, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 10-Q 1 d395134d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2012 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fr |
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| August 1, 2012 |
Form 8-K 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: July 26, 2012 (Date of earliest event reported) API TECHNOLOGIES CORP. (Exact Name of registrant as specified in its charter) Commission File Number: 001-35214 DE 98-0200798 (State or other jurisdiction of in |
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| July 11, 2012 |
API Technologies Reports Results for the Fiscal Second Quarter Ended May 31, 2012 EX-99.1 2 d379403dex991.htm PRESS RELEASE Exhibit 99.1 API Technologies Reports Results for the Fiscal Second Quarter Ended May 31, 2012 ORLANDO, FL – July 11, 2012 – API Technologies Corp. (NASDAQ:ATNY) (“API”, “API Technologies”, or the “Company”), a trusted provider of RF/microwave, microelectronics, and security solutions for critical and high-reliability applications, today announced results |
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| July 11, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): July 11, 2012 API TECHNOLOGIES CORP. (Exact Name of registrant as specified in its charter) Commission File Number: 001-35214 DE 98-0200798 (State or other jurisdiction of incorporati |
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| July 11, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (Amendment No. 1) (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2012 or ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00 |
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| July 10, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 10-Q 1 d372461d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2012 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from |
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| July 10, 2012 |
4705 S. Apoka Vineland Road Suite 210 Orlando, Florida 32819, USA EX-10.3 2 d372461dex103.htm LETTER AGREEMENT Exhibit 10.3 March 28, 2012 Phil Rehkemper [address redacted] Dear Phil, On behalf of API Technologies Corp, I am pleased to offer you employment with the company in the position of Executive Vice President & Chief Financial Officer of API Technologies Corp. In this position, you will be based in Los Angeles, California, reporting to directly to Bel Laz |
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| June 19, 2012 |
6,194,513 Shares API Technologies Corp. Common Stock 424B3 1 d347752d424b3.htm 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-181209 PROSPECTUS 6,194,513 Shares API Technologies Corp. Common Stock On March 22, 2012, we issued a convertible subordinated note (the “Note”) to the selling stockholder named in this prospectus in a private placement. On May 16, 2012, following the effectiveness of an amendment to our certifi |
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| June 8, 2012 |
Amendment No. 1 to Form S-3 Table of Contents As filed with the Securities and Exchange Commission on June 8, 2012 Registration No. 333-181209 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-3 REGISTRATION STATEMENT Under The Securities Act of 1933 API TECHNOLOGIES CORP. (Exact name of Registrant as specified in its charter) Delaware 98-0200798 (St |
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| June 6, 2012 |
API Technologies Announces EMS Business Unit Restructuring Exhibit 99.1 API Technologies Announces EMS Business Unit Restructuring ORLANDO, FL– (PRNewswire) – June 6, 2012 – API Technologies Corp. (NASDAQ:ATNY) (“API”, “API Technologies”, or the “Company”), a leading provider of RF/microwave, microelectronics, and security solutions for critical and high-reliability applications, today announced restructuring plans for its Electronics Manufacturing Servic |
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| June 6, 2012 |
Costs Associated with Exit or Disposal Activities, Other Events 8-K 1 d363684d8k.htm FORM 8-K 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): May 31, 2012 API TECHNOLOGIES CORP. (Exact Name of registrant as specified in its charter) Commission File Number: 001-35214 DE 98-0200798 (State or othe |
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| May 18, 2012 |
CERTIFICATE OF AMENDMENT AMENDED AND RESTATED CERTIFICATE OF INCORPORATION API TECHNOLOGIES CORP. Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF API TECHNOLOGIES CORP. API Technologies Corp. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify: FIRST: The Board of Directors of the Corporation has duly adopted a resolution pursuant to Section 242 of the General Corp |
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| May 18, 2012 |
SPEC / SpectralCast, Inc. / SNOW CAPITAL MANAGEMENT LP - SC 13G/A Passive Investment SC 13G/A 1 d355969dsc13ga.htm SC 13G/A United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* API Technologies Corp. formerly known as Spectrum Control, Inc. (Name of Issuer) Common Stock, No Par Value (Title of Class of Securities) 847615101 (CUSIP Number) 4/13/2007 (Date of Event Which Requires Filing of t |
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| May 18, 2012 |
8-K 1 d356001d8k.htm FORM 8-K 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): May 16, 2012 API TECHNOLOGIES CORP. (Exact Name of registrant as specified in its charter) Commission File Number: 001-35214 DE 98-0200798 (State or othe |
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| May 18, 2012 |
Certificate of Designation Exhibit 3.2 CERTIFICATE OF DESIGNATION OF SERIES A MANDATORILY REDEEMABLE PREFERRED STOCK OF API TECHNOLOGIES CORP. Pursuant to Section 151 of the General Corporation Law of the State of Delaware API Technologies Corp. (the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), hereby cer |
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| May 7, 2012 |
Form S-3 Table of Contents As filed with the Securities and Exchange Commission on May 7, 2012 Registration No. |
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| April 18, 2012 |
DEF 14C 1 d321981ddef14c.htm FINAL INFORMATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities and Exchange Act of 1934 Check the appropriate box: ¨ Preliminary Information statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) x Definitive Information |
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| April 13, 2012 |
8-K 1 d333482d8k.htm FORM 8-K 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): April 11, 2012 API TECHNOLOGIES CORP. (Exact Name of registrant as specified in its charter) Commission File Number: 001-35214 DE 98-0200798 (State or ot |
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| April 10, 2012 |
API Technologies Reports Results for the Fiscal First Quarter Ended February 29, 2012 Press Release Exhibit 99.1 API Technologies Reports Results for the Fiscal First Quarter Ended February 29, 2012 ORLANDO, FL – April 9, 2012 – API Technologies Corp. (NASDAQ:ATNY) (“API”, “API Technologies”, or the “Company”), a provider of electronic systems, subsystems, RF, and secure solutions for the defense, aerospace, and commercial industries, today announced results for the fiscal first qu |
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| April 10, 2012 |
8-K 1 d331216d8k.htm FORM 8-K 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: April 9, 2012 (Date of earliest event reported) API TECHNOLOGIES CORP. (Exact Name of registrant as specified in its charter) Commission File Number: 001-35214 DE 98-0200798 (State or oth |
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| April 10, 2012 |
EX-99.2 3 d331216dex992.htm PRESS RELEASE Exhibit 99.2 API Technologies Corp. Hires New Chief Financial Officer Current CFO, Jack Freeman, Retires After 21 Years ORLANDO, FL – (PRNewswire) – April 10, 2012 – API Technologies Corp. (NASDAQ:ATNY) (“API”, “API Technologies”, or the “Company”), a provider of electronics systems, subsystems, RF, and secure solutions for the defense, aerospace, and comm |
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| April 9, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 10-Q 1 d317435d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 29, 2012 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period |
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| April 4, 2012 |
- PRELIMINARY INFORMATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities and Exchange Act of 1934 Check the appropriate box: x Preliminary Information statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ¨ Definitive Information Statement API TECHNOLOGIES CORP. |
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| April 2, 2012 |
ATNY / API Technologies Corp. / Senator Investment Group LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* API Technologies Corp. (Name of Issuer) Common Stock, $0.001 per share (Title of Class of Securities) 00187E203 (CUSIP Number) March 22, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| March 28, 2012 |
8-K 1 d325576d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 22, 2012 API TECHNOLOGIES CORP. (Exact name of registrant as specified in its charter) Delaware 000-29429 98-0200798 (State or other jurisdiction of incor |
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| March 28, 2012 |
EX-4.2 5 d325576dex42.htm EX-4.2 Exhibit 4.2 THIS CONVERTIBLE SUBORDINATED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR UNLESS THE ISSUER HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE ISSUER AND ITS COUNSEL, THAT SUCH REGISTRAT |
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| March 28, 2012 |
EX-3.2 3 d325576dex32.htm EX-3.2 Exhibit 3.2 FORM OF CERTIFICATE OF DESIGNATION OF SERIES A MANDATORILY REDEEMABLE PREFERRED STOCK OF API TECHNOLOGIES CORP. Pursuant to Section 151 of the General Corporation Law of the State of Delaware API Technologies Corp. (the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL |
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| March 28, 2012 |
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT EX-10.2 7 d325576dex102.htm EX-10.2 Exhibit 10.2 EXECUTION SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 22, 2012 (this “Amendment”), among API TECHNOLOGIES CORP., a Delaware corporation (the “Borrower”), MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent under the Credit Agreement referred to below |
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| March 28, 2012 |
API Technologies Acquires UK-Based C-MAC EX-99.1 8 d325576dex991.htm EX-99.1 Exhibit 99.1 API Technologies Acquires UK-Based C-MAC Aerospace Ltd. • Strengthens API’s Position as Dominant Provider of RF/Microwave and Microelectronics Products • Broadens API’s Presence in European Aerospace, Defense, and Other High-reliability End Markets • Amended Credit Agreement Provides Greater Flexibility for Future Growth • Delivers Immediate EBITDA |
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| March 28, 2012 |
EX-3.1 2 d325576dex31.htm EX-3.1 Exhibit 3.1 FORM OF CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF API TECHNOLOGIES CORP. API Technologies Corp. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify: FIRST: The Board of Directors of the Corporation has duly adopted a resolution pu |
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| March 28, 2012 |
EX-10.1 6 d325576dex101.htm EX-10.1 Exhibit 10.1 Date: 22 March, 2012 SHARE PURCHASE AGREEMENT for the sale and purchase of all of the issued shares of C-MAC AEROSPACE LIMITED made between THE SELLERS and THE BUYER Table of Contents Page 1 Definitions and Interpretation 1 2 Sale and Purchase 12 3 Consideration 12 4 Completion 13 5 Leakage 17 6 Warranties 17 7 Seller Restrictions 20 8 Buyer’s Under |
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| March 28, 2012 |
EX-4.1 4 d325576dex41.htm EX-4.1 Table of Contents Exhibit 4.1 NOTE PURCHASE AGREEMENT by and among API TECHNOLOGIES CORP., as Issuer, and EACH OF THE PURCHASERS REFERRED TO HEREIN Dated as of March 22, 2012 Table of Contents TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01. Defined Terms 1 Section 1.02. Other Interpretive Provisions 14 Section 1.03. References to Agreements, Laws, etc |
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| March 7, 2012 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities and Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to Sec. |
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| February 13, 2012 |
SC 13G/A 1 d301530dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* API Technologies Corp. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 00187E104 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of |
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| February 9, 2012 |
AMENDED AND RESTATED API TECHNOLOGIES CORP. 2006 EQUITY INCENTIVE PLAN EX-10.16 2 d265678dex1016.htm AMENDED AND RESTATED API TECHNOLOGIES CORP. 2006 EQUITY INCENTIVE PLAN Exhibit 10.16 AMENDED AND RESTATED API TECHNOLOGIES CORP. 2006 EQUITY INCENTIVE PLAN 1. PURPOSE. The purpose of the API Technologies Corp. 2006 Equity Incentive Plan (the “Plan”) is to advance the interests of API Technologies Corp., f/n/a as API Nanotronics Corp. and Rubincon Ventures Inc. (the “C |
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| February 9, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 d297343d8k.htm FORM 8-K 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 9, 2012 API TECHNOLOGIES CORP. (Exact Name of registrant as specified in its charter) Commission File Number: 001-35214 DE 98-0200798 (State or |
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| February 9, 2012 |
API Technologies Reports Results for the Three and Six Months Ended November 30, 2011 Exhibit 99.1 API Technologies Reports Results for the Three and Six Months Ended November 30, 2011 ORLANDO, FL – February 9, 2012 – API Technologies Corp. (NASDAQ:ATNY) (“API”, “API Technologies”, or the “Company”), a provider of electronic systems, subsystems, RF, and secure solutions for the defense, aerospace, and commercial industries, today announced results for the three and six months ended |
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| February 9, 2012 |
10-KT 1 d265678d10kt.htm FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ¨ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF 1934 For the fiscal year ended x TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from June 1, 2011 to November 30, 2011 Comm |
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| February 9, 2012 |
EX-21 4 d265678dex21.htm SUBSIDIARIES OF THE COMPANY Exhibit 21 SUBSIDIARIES OF THE COMPANY Name State or Province of Incorporation Spectrum Control, Inc. Pennsylvania Spectrum Control, Inc. Delaware Spectrum Engineering International, Inc. Delaware Spectrum Control Technology, Inc. Delaware Spectrum FSY Microwave, Inc. Maryland Spectrum SEI Microwave, Inc. Delaware Spectrum Microwave, Inc. Delawa |
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| February 9, 2012 |
RETIREMENT, GENERAL RELEASE, AND CONFIDENTIALITY AGREEMENT Retirement, General Release, & Confidentiality Agreement Exhibit 10.25 RETIREMENT, GENERAL RELEASE, AND CONFIDENTIALITY AGREEMENT This Retirement, General Release, and Confidentiality Agreement (“Agreement”) is entered into between Kenton Fiske (hereinafter “Employee”) and API Technologies Corp. (hereinafter “API” or the “Company”). RECITALS A. Employee’s retirement from API will be effective Augu |
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| February 1, 2012 |
Other Events, Shareholder Director Nominations 8-K/A 1 d294885d8ka.htm FORM 8-K AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 1, 2012 (Date of earliest event reported) API TECHNOLOGIES CORP. (Exact Name of registrant as specified in its charter) Commission File Number: 001-35214 DE 98-020 |
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| January 20, 2012 |
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): January 20, 2012 API TECHNOLOGIES CORP. (Exact Name of registrant as specified in its charter) Commission File Number: 001-35214 DE 98-0200798 (State or other jurisdiction of incorpor |
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| January 11, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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) January 6, 2012 API TECHNOLOGIES CORP. |
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| January 11, 2012 |
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT Exhibit 10.1 FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 6, 2012 and effective as of the First Amendment Effective Date (as defined below) (this “Amendment”), among API TECHNOLOGIES CORP., a Delaware corporation (the “Borrower”), MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent under the Credit A |
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| December 20, 2011 |
PROSPECTUS 5,091,958 Shares API Technologies Corp. Common Stock 424B3 1 d262512d424b3.htm PROSPECTUS Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-178219 PROSPECTUS 5,091,958 Shares API Technologies Corp. Common Stock This prospectus relates to the sale by certain stockholders named in this prospectus of up to 5,091,958 shares of our common stock, par value $0.001 per share. Throughout this prospectus, we refer to these stockholders a |
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| December 16, 2011 |
As filed with the Securities and Exchange Commission on December 16, 2011 S-3/A 1 d262512ds3a.htm AMENDMENT #1 TO FORM S-3 Table of Contents As filed with the Securities and Exchange Commission on December 16, 2011 Registration No. 333-178219 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-3 REGISTRATION STATEMENT Under The Securities Act of 1933 API TECHNOLOGIES CORP. (Exact name of Registrant as specified in its charte |
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| November 30, 2011 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): November 29, 2011 API TECHNOLOGIES CORP. (Exact Name of registrant as specified in its charter) Commission File Number: 001-35214 DE 98-0200798 (State or other jurisdiction (IRS Emplo |
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| November 30, 2011 |
As filed with the Securities and Exchange Commission on November 29, 2011 S-3 1 d262512ds3.htm FORM S-3 Table of Contents As filed with the Securities and Exchange Commission on November 29, 2011 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT Under The Securities Act of 1933 API TECHNOLOGIES CORP. (Exact name of Registrant as specified in its charter) Delaware 98-0200798 (State or other juris |
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| November 30, 2011 |
EX-99.1 3 d263217dex991.htm PRESS RELEASE DATED NOVEMBER 30, 2011 Exhibit 99.1 API Technologies Acquires Commercial Microwave Technology, Inc. (CMT) Adds complementary products and customers to API’s growing offering ORLANDO, FL – November 30, 2011 – API Technologies Corp. (NASDAQ:ATNY) (“API” or the “Company”), a provider of electronic systems, subsystems, RF, and secure solutions for the defense |
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| November 30, 2011 |
EX-2.1 2 d263217dex21.htm ASSET PURCHASE AGREEMENT DATED NOVEMBER 29, 2011 Exhibit 2.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made as of November 29, 2011, by and among Commercial Microwave Technology, Inc., a California corporation (“Seller”), CMT Filters, Inc., a Delaware corporation (“Purchaser”), and Randall S. Wilson, an individual residing in the State of Cal |
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| November 8, 2011 |
Form 8-K 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): November 4, 2011 API TECHNOLOGIES CORP. (Exact Name of registrant as specified in its charter) Commission File Number: 001-35214 DE 98-0200798 (State or other jurisdiction of |
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| November 4, 2011 |
Exhibit 24 POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of API Technologies Corp. |
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| October 31, 2011 |
POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of API Technologies Corp. |
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| October 31, 2011 |
POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of API Technologies Corp. |
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| October 18, 2011 |
Form 8-K 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): October 17, 2011 API TECHNOLOGIES CORP. (Exact Name of registrant as specified in its charter) Commission File Number: 001-35214 DE 98-0200798 (State or other jurisdiction of |
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| October 18, 2011 |
API Technologies Reports Fiscal First Quarter Results Exhibit 99.1 API Technologies Reports Fiscal First Quarter Results ORLANDO, FL ? October 17, 2011 ? API Technologies Corp. (NASDAQ:ATNY) (?API? or the ?Company?), a provider of electronic systems, subsystems, RF, and secure solutions for the defense, aerospace, and commercial industries, today announced results for its fiscal first quarter ended August 31, 2011. These results include a full quarte |
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| October 17, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2011 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001- |
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| September 27, 2011 |
Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities and Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to Sec. |
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| September 21, 2011 |
Prospectus Dated September 20, 2011 API TECHNOLOGIES CORP. 1,024,474 SHARES COMMON STOCK Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Number 333-136586 Prospectus Dated September 20, 2011 API TECHNOLOGIES CORP. |
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| September 21, 2011 |
PROSPECTUS 18,131,770 Shares API Technologies Corp. Common Stock Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Number 333-174398 PROSPECTUS 18,131,770 Shares API Technologies Corp. |
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| September 20, 2011 |
CORRESP 1 filename1.htm September 20, 2011 Via EDGAR and Facsimile U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Gabriel Eckstein Mary Beth Breslin Russell Mancuso Re: API Technologies Corp. Registration Statement on Form S-3/A File No. 333-174398 Acceleration Request Requested Date: September 21, 2011 Requested Time: 1 |
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| September 19, 2011 |
API Technologies Corp. 4705 S. Apopka Vineland Rd., Suite 210 Orlando, Florida 32819 Correspondence API Technologies Corp. 4705 S. Apopka Vineland Rd., Suite 210 Orlando, Florida 32819 September 19, 2011 Via EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Gabriel Eckstein Division of Corporation Finance Re: API Technologies Corp. Amendment No. 1 to Post-Effective Amendment No. 6 on Form S-3 Registration No. 333-136586 Dear Mr. Eckstein |
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| September 15, 2011 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities and Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to Sec. |
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| September 8, 2011 |
As filed with the Securities and Exchange Commission on September 8, 2011 S-3/A 1 ds3a.htm AMENDMENT NO. 2 TO FORM S-3 Table of Contents As filed with the Securities and Exchange Commission on September 8, 2011 Registration No. 333-174398 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-3 REGISTRATION STATEMENT Under The Securities Act of 1933 API TECHNOLOGIES CORP. (Exact name of Registrant as specified in its charter) D |
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| September 8, 2011 |
UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL INFORMATION EX-99.3 3 dex993.htm UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL INFORMATION Basis of Pro Forma Presentation The following unaudited pro forma combined financial data is intended to show how the acquisition of Spectrum Control Inc. a Pennsylvania corporation (“Spectrum”) and SenDEC Corporation (“SenDEC”) and the cons |
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| September 8, 2011 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 2 Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2011 API TECHNOLOGIES CORP. (Exact Name of registrant as specified in its charter) Commission File Number: 000-29429 DE 98-0200798 (State or other jurisdicti |
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| September 8, 2011 |
EX-99.1 2 dex991.htm UNAUDITED FINANCIAL STATEMENTS OF SPECTRUM Exhibit 99.1 Spectrum Control, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (Unaudited) (Dollar Amounts in Thousands) May 31, 2011 November 30, 2010 Assets Current assets Cash and cash equivalents $ 7,141 $ 2,754 Accounts receivable, less allowances of $ 928 in 2011 and $ 955 in 2010 23,358 25,892 Inventories, net 35,74 |
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| September 8, 2011 |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 7, 2011 Table of Contents AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 7, 2011 FILE NO. |
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| September 8, 2011 |
September 8, 2011 Via EDGAR and Facsimile U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Gabriel Eckstein Mary Beth Breslin Russell Mancuso Re: API Technologies Corp. Registration Statement on Form S-3/A File No. 333-174398 Acceleration Request Requested Date: September 8, 2011 Requested Time: 4:30 PM Eastern Time Ladies |
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| August 29, 2011 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 26, 2011 API TECHNOLOGIES CORP. (Exact Name of registrant as specified in its charter) Commission File Number: 000-29429 DE 98-0200798 (State or other jurisdiction of incorpora |
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| August 29, 2011 |
API Technologies Reports Fiscal Fourth Quarter and Full Year 2011 Results Exhibit 99.1 API Technologies Reports Fiscal Fourth Quarter and Full Year 2011 Results ORLANDO, FL ? August 26, 2011 ? API Technologies Corp. (NASDAQ:ATNY) (?API? or the ?Company?), a provider of electronic systems, subsystems, RF, and secure solutions for the defense, aerospace, and commercial industries, today announced results for the fiscal fourth quarter and twelve months ended May 31, 2011. |
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| August 26, 2011 |
EX-10.31 3 dex1031.htm REGISTRATION RIGHTS AGREEMENT Exhibit 10.31 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 27, 2011, by and among API Technologies Corp., a Delaware corporation (the “Company”), the persons and entities listed on Exhibit A hereto (each, an “Investor” and, collectively, the “Investors”), and, with respec |
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| August 26, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K 10-K 1 d10k.htm FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF 1934 For the fiscal year ended May 31, 2011 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-2942 |
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| August 26, 2011 |
EX-10.30 2 dex1030.htm COMMON STOCK PURCHASE AGREEMENT Exhibit 10.30 COMMON STOCK PURCHASE AGREEMENT Dated as of June 27, 2011 among API TECHNOLOGIES CORP. and THE PURCHASERS LISTED ON EXHIBIT A TABLE OF CONTENTS Page ARTICLE I Purchase and Sale of Common Stock 1 Section 1.1 Purchase Price and Closing 1 Section 1.2 Delivery 2 ARTICLE II Representations and Warranties 2 Section 2.1 Representations |
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| August 26, 2011 |
EX-21 4 dex21.htm SUBSIDIARIES OF THE COMPANY Exhibit 21 SUBSIDIARIES OF THE COMPANY Name State or Province of Incorporation SenDEC Corp. New York API Cryptek Inc. d/b/a ION Networks Delaware API Electronics Group Corp. Ontario API Electronics, Inc. Delaware API Nanofabrication and Research Corporation d/b/a NanoOpto Delaware API Nanotronics Holdings Corp. Ontario API Nanotronics Sub, Inc. Ontario |
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| July 8, 2011 |
Table of Contents Exhibit 99.1 SPECTRUM CONTROL, INC. AND SUBSIDIARIES FINANCIAL STATEMENTS Condensed Consolidated Balance Sheets ? February 28, 2011 and November 30, 2010 2 Condensed Consolidated Statements of Income ? Three Months Ended February 28, 2011 and 2010 3 Condensed Consolidated Statements of Cash Flows ? Three Months Ended February 28, 2011 and 2010 4 Notes to Condensed Consolidated Fi |
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| July 8, 2011 |
Entry into a Material Definitive Agreement 8-K/A 1 d8ka.htm FORM 8-K AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2011 API TECHNOLOGIES CORP. (Exact Name of registrant as specified in its charter) Commission File Number: 000-2942 |
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| July 8, 2011 |
Exhibit 99.2 SPECTRUM CONTROL, INC. AND SUBSIDIARIES FINANCIAL STATEMENTS Page Number Reports of Independent Registered Public Accounting Firm 2 Consolidated Balance Sheets as of November 30, 2010 and 2009 4 Consolidated Statements of Income for the years ended November 30, 2010, 2009, and 2008 5 Consolidated Statements of Stockholders? Equity for the years ended November 30, 2010, 2009, and 2008 |
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| July 8, 2011 |
Amendment No. 1 to Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2011 API TECHNOLOGIES CORP. (Exact Name of registrant as specified in its charter) Commission File Number: 000-29429 DE 98-020079 |
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| July 8, 2011 |
UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL INFORMATION EX-99.3 5 dex993.htm UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL INFORMATION Basis of Pro Forma Presentation The following unaudited pro forma combined financial data is intended to show how the acquisition of Spectrum Control, Inc. (“Spectrum”) and SenDEC Corporation (“SenDEC”) and the consummation of the equity off |
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| July 5, 2011 |
Correspondence July 1, 2011 VIA EDGAR AND OVERNIGHT DELIVERY U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mary Beth Breslin, Senior Attorney Gabriel Eckstein Re: API Technologies Corp. Registration Statement on Form S-3 Filed on May 20, 2011 Amendment No. 1 to Registration Statement on Form S-3 Filed May 24, 2011 File |
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| July 5, 2011 |
CORRESP 1 filename1.htm July 5, 2011 Via Edgar and Facsimile Mr. Russell Mancuso Legal Branch Chief Securities and Exchange Commission – Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: API Technologies Corp. Post-Effective Amendment No. 6 to Registration Statement on Form S-3 Filed May 20, 2011 File No. 333-136586 Dear Mr. Mancuso: API Technologies Corp. (“we” or the |
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| July 1, 2011 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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) June 27, 2011 API TECHNOLOGIES CORP. |
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| July 1, 2011 |
EX-10.1 2 dex101.htm AMENDED AND RESTATED CREDIT AGREEMENT Exhibit 10.1 EXECUTION VERSION AMENDED AND RESTATED CREDIT AGREEMENT among API TECHNOLOGIES CORP., VARIOUS LENDERS, and MORGAN STANLEY SENIOR FUNDING, INC., as ADMINISTRATIVE AGENT Dated as of June 27, 2011 MORGAN STANLEY SENIOR FUNDING, INC., as LEAD ARRANGER and SOLE BOOK-RUNNER TABLE OF CONTENTS Page SECTION 1. Definitions and Accountin |
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| July 1, 2011 |
API Technologies Completes Debt and Equity Financing Exhibit 99.1 API Technologies Completes Debt and Equity Financing ORLANDO, FL ? (PRNewswire) ? June 27, 2011 ? API Technologies Corp. (NASDAQ:ATNY) (?API? or the ?Company?), a provider of electronic systems, subsystems, RF, and secure solutions for the defense, aerospace, and commercial industries, today announced it has entered into a $170 million secured term loan facility and completed a privat |
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| June 23, 2011 |
Form 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 API Technologies Corp. (Exact name of Registrant as specified in its charter) Delaware 98-0200798 (State of incorporation or organization) (I.R.S. Employer I.D. No.) 4705 S. Apopka Vineland Rd. Suite 21 |
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| June 6, 2011 |
Exhibit 10.6 AMENDED AND RESTATED API TECHNOLOGIES CORP. 2006 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT Unless otherwise defined herein, the terms defined in the Amended and Restated API Technologies Corp. 2006 Equity Incentive Plan (the ?Plan?) will have the same defined meanings in this Restricted Stock Unit Award Agreement (the ?Award Agreement?). I. NOTICE OF RESTRICTED STOCK |
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| June 6, 2011 |
Exhibit 10.3 Execution Copy CANADIAN GUARANTEE AND COLLATERAL AGREEMENT dated as of June 1, 2011 among CERTAIN SUBSIDIARIES OF API TECHNOLOGIES CORP. and MORGAN STANLEY SENIOR FUNDING, INC., as COLLATERAL AGENT TABLE OF CONTENTS ARTICLE 1 DEFINITIONS Section 1.01 Credit Agreement 2 Section 1.02 Other Defined Terms 2 Section 1.03 Interpretation 8 ARTICLE 2 GUARANTEE Section 2.01 Guarantee 9 Section |
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| June 6, 2011 |
API Technologies Completes Acquisition of Spectrum Control EX-99.1 9 dex991.htm PRESS RELEASE Exhibit 99.1 API Technologies Completes Acquisition of Spectrum Control ORLANDO, FL — June 1, 2011 - API Technologies Corp. (OTCBB:ATNY), a provider of electronic systems, subsystems, RF, and secure communications products and services for defense, aerospace, and commercial applications, today announced the successful completion of its acquisition of Spectrum Con |
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| June 6, 2011 |
API Technologies Corp. 4705 S. Apopka Vineland Road, Suite 210 Orlando, Florida 32819 Letter Agreement Exhibit 10.4 API Technologies Corp. 4705 S. Apopka Vineland Road, Suite 210 Orlando, Florida 32819 April 26, 2011 Jack Freeman [Address Redacted] Dear Jack: On behalf of API Technologies Corp. (the “Company”), I am pleased to offer you employment with the Company in the position of Chief Financial Officer, reporting to the President and Chief Operating Officer of the Company, on t |
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| June 6, 2011 |
API TECHNOLOGIES CORP. INDEMNIFICATION AGREEMENT EX-10.7 8 dex107.htm FORM OF INDEMNIFICATION AGREEMENT Exhibit 10.7 API TECHNOLOGIES CORP. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is dated as of [—], and is between API Technologies Corp., a Delaware corporation (the “Company”), and [—] (“Indemnitee”). RECITALS A. Indemnitee’s service to the Company substantially benefits the Company. B. Individuals are relucta |
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| June 6, 2011 |
Exhibit 10.2 EXECUTION VERSION U.S. GUARANTY AND COLLATERAL AGREEMENT dated as of June 1, 2011 among API TECHNOLOGIES CORP. CERTAIN SUBSIDIARIES OF API TECHNOLOGIES CORP. and MORGAN STANLEY SENIOR FUNDING, INC., as COLLATERAL AGENT TABLE OF CONTENTS Page ARTICLE I Definitions 1 Section 1.01. Credit Agreement; UCC 1 Section 1.02. Other Defined Terms 2 ARTICLE II Guaranty 7 Section 2.01. Guaranty 7 |
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| June 6, 2011 |
AMENDED AND RESTATED API TECHNOLOGIES CORP. 2006 EQUITY INCENTIVE PLAN Exhibit 10.5 AMENDED AND RESTATED API TECHNOLOGIES CORP. 2006 EQUITY INCENTIVE PLAN 1. PURPOSE. The purpose of the API Technologies Corp. 2006 Equity Incentive Plan (the ?Plan?) is to advance the interests of API Technologies Corp., f/n/a as API Nanotronics Corp. and Rubincon Ventures Inc. (the ?Company?) and its stockholders by providing Directors, Consultants and those key employees of the Compa |
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| June 6, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): June 1, 2011 API TECHNOLOGIES CORP. |
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| June 6, 2011 |
Credit Agreement Exhibit 10.1 EXECUTION VERSION CREDIT AGREEMENT among API TECHNOLOGIES CORP., VARIOUS LENDERS, and MORGAN STANLEY SENIOR FUNDING, INC., as ADMINISTRATIVE AGENT Dated as of June 1, 2011 MORGAN STANLEY SENIOR FUNDING, INC., as LEAD ARRANGER and SOLE BOOK-RUNNER TABLE OF CONTENTS Page SECTION 1. Definitions and Accounting Terms 1 1.01. Defined Terms 1 1.02. Other Definitional Provisi |
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| May 24, 2011 |
As filed with the Securities and Exchange Commission on May 23, 2011 S-3/A 1 ds3a.htm AMENDMENT NO. 1 TO FORM S-3 As filed with the Securities and Exchange Commission on May 23, 2011 Registration No. 333-174398 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-3 REGISTRATION STATEMENT Under The Securities Act of 1933 API TECHNOLOGIES CORP. (Exact name of Registrant as specified in its charter) Delaware 98-0200798 (Sta |
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| May 20, 2011 |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 20, 2011 POS AM 1 dposam.htm POST-EFFECTIVE AMENDMENT NO. 6 ON FORM S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 20, 2011 FILE NO. 333 - 136586 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 6 on Form S-3 to Form S-1 Registration Statement UNDER THE SECURITIES ACT OF 1933 API Technologies Corp. (Exact name of registrant as specified i |
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| May 20, 2011 |
As filed with the Securities and Exchange Commission on May 20, 2011 Table of Contents As filed with the Securities and Exchange Commission on May 20, 2011 Registration No. |
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| May 17, 2011 |
SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 API TECHNOLOGIES CORP. (Name of Issuer) Common Stock, $.001 Par Value Per Share (Title and Class of Securities) 00187E104 (CUSIP Number) March 18, 2011 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this schedul |
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| May 12, 2011 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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) May 12, 2011 API TECHNOLOGIES CORP. |
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| May 12, 2011 |
Lender Presentation Lender Presentation May 12, 2011 Exhibit 99.1 2 Disclaimer Statement Disclaimer Statement API Technologies Corp. (?API Technologies? or the ?Company?) makes no express or implied representation or warranty as to the accuracy or completeness of the information contained in this presentation or in any additional evaluation materials, whether written or oral, made available in con |
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| April 26, 2011 |
EX-10.2 3 dex102.htm COMMERCIAL PROMISSORY NOTE Exhibit 10.2 RBC Bank Commercial Promissory Note (SD-L&S) $20,000,000.00 Raleigh, North Carolina April 20, 2011 MASTER NOTE FOR VALUE RECEIVED, the undersigned (whether one or more, “Borrower”) promises to pay to RBC BANK (USA) (“Bank”), or order, the sum of Twenty Million Dollars ($20,000,000.00), or so much thereof as shall have been disbursed from |
