This Amendment No. 8 to the Statement on Schedule 13D (this
Amendment No. 8
) is being filed with respect to the common stock, par value $0.001 per share (the
Common Stock
), of American Electric Technologies, Inc., a Florida corporation (the
Company
), to amend and supplement the Statement on Schedule 13D filed by JCH Crenshaw Holdings, LLC, a Texas limited liability company (
JCH
), and J. Casey Crenshaw, a citizen of the State of Texas of the United States of America (
Mr. Crenshaw
and, together with JCH, the
Reporting Persons
) on May 14, 2012 (the
Original Schedule 13D
), as previously amended by Amendment No. 1 to the Original Schedule 13D filed on June 12, 2017 (
Amendment No. 1
), Amendment No. 2 to the Original Schedule 13D filed on August 4, 2017 (
Amendment No. 2
), Amendment No. 3 to the Original Schedule 13D filed on July 27, 2018 (
Amendment No. 3
), Amendment No. 4 to the Original Schedule 13D filed on August 7, 2018 (
Amendment No. 4
), Amendment No. 5 to the Original Schedule 13D filed on August 21, 2018 (
Amendment No. 5
), Amendment No. 6 to the Original Schedule 13D filed on November 11, 2018 (
Amendment No. 6
), and Amendment No. 7 to the Original Schedule 13D filed on December 17, 2018 (
Amendment No. 7
and collectively with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, and Amendment No. 6, the
Schedule 13D
), as specifically set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
This Amendment No. 8 is being filed to amend Item 4 and Item 6 of the Schedule 13D as set forth herein, and to incorporate by reference Exhibit A and file Exhibits B and C herewith. This Amendment No. 8 amends the information disclosed in the Schedule 13D as set forth herein. Except as set forth below, all previous Items are unchanged.
Item 4. Purpose of Transaction
Item 4 is hereby amended and supplemented solely to update the description of the parties to the Voting Agreement described in Amendment No. 7. The description of the Voting Agreement is amended and restated in its entirety as follows:
Voting Agreement
Concurrently with the execution of the Share Exchange Agreement, JCH and certain other principal stockholders of the Company entered into a Voting Agreement
(the
Voting Agreement
) whereby JCH and the other principal stockholders agreed to vote in favor of (i) the issuance of Common Stock in accordance with the Share Exchange Agreement; (ii) an increase in the number of authorized shares of Common Stock in accordance with the Share Exchange Agreement; (iii) amendments to the Charter of the Company to be effective from and after the closing of the Transactions (A) authorizing a reverse stock split of the Common Stock at a ratio in an amount sufficient to satisfy Nasdaq listing requirements in effect at such time to be determined by the Companys board of directors and Holdings and (B) changing the name of the Company to Stabilis Energy, Inc.; and (iv) adjourning the special meeting, if necessary, to solicit additional proxies (the
Stockholder Matters
).
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The foregoing descriptions of the Voting Agreement and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the full text of the Voting Agreement, a copy of which is filed as Exhibit B to this Amendment No. 8 and is incorporated by reference in its entirety into this Item 4.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The information provided or incorporated by reference in Item 4 is hereby incorporated by reference herein.
Item 7. Material to be Filed as Exhibits
Item 7 is hereby amended and supplemented by adding the following:
Exhibit A:
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Share Exchange Agreement, dated as of December 17, 2018, by and among American Electric Technologies, Inc., LNG Investment Company, LLC, AEGIS NG LLC, Stabilis Energy, LLC, PEG Partners, LLC (incorporated by reference to exhibit 2.1 to Current Report on Form 8-K, filed by the Issuer on December 24, 2018).
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Exhibit B*:
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Voting Agreement, dated as of December 17, 2018, by and among JCH Crenshaw Holdings, LLC and certain stockholders of American Electric Technologies, Inc.
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Exhibit C*:
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Form of Registration Rights Agreement, by and among American Electric Technologies, Inc., LNG Investment Company, LLC, and AEGIS NG LLC.
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Exhibit D*:
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Joint Filing Agreement.
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* Filed herewith
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