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Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee (2)
Common Stock, par value $0.40 per share	150,000	$4.44	$666,000	$37.16

(1)

This Registration Statement covers the registration of additional securities relating to the Aerosonic Corporation 2004 Stock Incentive Plan, as amended and restated on July 26, 2007 and further amended on July 13, 2009 (the “Plan”), for which Registration Statements on Form S-8 (File Nos. 333-128625 and 333-145825) were filed by Aerosonic Corporation (the “Registrant”) with the Securities and Exchange Commission (“SEC”) on September 27, 2005 and August 31, 2007, respectively, the contents of which, including any amendments thereto, are incorporated herein by reference.  The shares of the Registrant’s common stock, $0.40 par value per share (the “Common Stock”), set forth in the Calculation of Registration Fee table, reserved for issuance under the Plan and which may be offered pursuant to this Registration Statement include, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), such additional number of shares of the Registrant’s Common Stock as may be offered or issued as a result of any stock splits, stock dividends or similar transactions. The Registrant registered 200,000 shares of Common Stock under the Plan on Form S-8 filed on September 27, 2005.  On July 26, 2007, the Registrant amended and restated the Plan to, among others, increase the maximum number of shares of Common Stock which may be issued in respect of awards granted under the Plan from 200,000 to 400,000. On July 13, 2009, the Registrant further amended the Plan to, among others, increase the maximum number of shares of Common Stock which may be issued in respect of awards granted under the Plan from 400,000 to 550,000. Therefore, the Registrant is registering an additional 150,000 shares of Common Stock herewith.

 

(2)

In accordance with Rule 457(c) and (h), the Maximum Aggregate Offering Price and Registration Fee have been computed as follows: (a) the price per share of the Registrant’s Common Stock has been based on the average of the high and low prices for the Registrant’s Common Stock as reported on the NYSE Amex on July 13, 2009, and (b) using such price per share, the aggregate amount of the Offering Price was then calculated on the basis of the aggregate amount of additional shares of the Registrant’s Common Stock issuable in connection with the Plan.

 

Item 1.  Plan Information

 

This Registration Statement relates to the registration of 150,000 additional shares of common stock, par value $0.40 per share (the “Common Stock”), of Aerosonic Corporation (the “Registrant”), to be offered or sold pursuant to the Aerosonic Corporation 2004 Stock Incentive Plan, as amended and restated on July 26, 2007 and further amended on July 13, 2009 (the “Plan”).  On July 13, 2009, the Registrant’s stockholders approved an amendment to the Plan to (i) increase the maximum number of shares of Common Stock which may be issued in respect of awards granted under the Plan from 400,000 to 550,000; and (ii) extend the term of the Plan from five (5) years to ten (10) years from its original July 14, 2004 effective date, unless earlier terminated or extended by an amendment to the Plan.

 

 

Item 2.  Registrant Information and Employee Plan Annual Information

 

The Registrant shall provide a written statement to participants in the Plan advising them of the availability, without charge, upon written or oral request, of the documents incorporated by reference in Item 3 of Part II of this Registration Statement, the documents which are incorporated by reference into the Section 10(a) Prospectus, and the documents required to be delivered to them pursuant to Rule 428(b) of Regulation C under the Securities Act.  The address, title of the individual or department, and telephone number to which the request is to be directed shall be provided to participants.

 

 

Item 3.  Incorporation of Documents by Reference.

 

The following documents have been filed with the Securities and Exchange Commission (the “SEC”) and are incorporated herein by reference and made a part hereof:

	(a)	The Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2009.
	(b)	The Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 1, 2009.
	(c)	The Registrant’s Current Reports on Forms 8-K filed on February 24, 2009, May 20, 2009, May 21, 2009, May 28, 2009, May 29, 2009 and July 14, 2009.
	(d)	The Registrant’s registration statements on Form 10, filed with the SEC on July 6, 1970, November 18, 1970 and November 12, 1993 pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which include a description of the Registrant’s Common Stock.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment that indicates that all securities offered pursuant to this Registration Statement have been sold or that deregisters all securities then remaining unsold shall also be deemed to be incorporated by reference herein and to be a part hereof from the dates of filing of such documents.

 

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Item 4.  Description of Securities.

 

Not applicable.

 

Item 5.  Interests of Named Experts and Counsel.

 

Not applicable.

 

 

 

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Item 6.  Indemnification of Directors and Officers.

 

The Registrant’s Bylaws provide that the Registrant shall indemnify and hold harmless all of its officers and directors, and any of its other agents and employees specifically designated by the Board of Directors or the Registrant’s president, in connection with any threatened, pending or contemplated action, suit, proceeding, whether civil, criminal, administrative or investigative by reason of their relationship to the Registrant against expenses, judgments, fines, amounts paid in settlement or otherwise reasonably incurred, to the extent covered by Section 145 of the Delaware General Corporation Law (the “DGCL”), under the circumstances and pursuant to the procedures set forth in such section.

 

Section 145 of the DGCL provides that such persons may be indemnified to the extent that the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Registrant (and in the case of criminal actions or proceedings, had no reasonable cause to believe his or her conduct was unlawful).  Further, where a present or former director or officer has been successful on the merits or otherwise in defense of any such action, the Registrant is required to indemnify them. Additionally, the Registrant is permitted under Section 145 to advance officers and directors certain expenses related to defending against such claims.

 

Insofar as indemnification for liabilities (primarily relating to public distribution of securities) arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant, or to an affiliate of the Registrant pursuant to its by-laws or otherwise, the Board of Directors has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. Accordingly, it is possible that the indemnification provisions may not apply to liabilities arising under the Securities Act unless the person to be indemnified is successful on the merits of the claim or proceeding.

 

Exhibit No.	Description		Method of Filing
4.1	Amendment to the Aerosonic Corporation 2004 Stock Incentive Plan, as amended and restated on July 26, 2007.		Incorporated by reference to Appendix A of the Registrant’s Definitive Proxy Statement on Schedule 14A, filed on June 1, 2009.
4.2	Aerosonic Corporation 2004 Stock Incentive Plan, as amended and restated on July 26, 2007.		Incorporated by reference to Appendix A of the Registrant’s Definitive Proxy Statement on Schedule 14A, filed on June 1, 2009.
5.1	Opinion of Arent Fox LLP regarding the legality of the securities being registered.		Filed herewith.
23.1	Consent of Arent Fox LLP.		Included in the opinion filed as Exhibit 5.1 to this Registration Statement.
23.2	Consent of Kirkland, Russ, Murphy & Tapp, P.A.,  independent registered certified public accounting firm.		Filed herewith.
23.3	Consent of McGladrey & Pullen, LLP, independent registered certified public accounting firm.		Filed herewith.
24.1	Power of Attorney.		Filed herewith.

 

 

 

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