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CPI AEROSTRUCTURES, INC.
200A Executive Drive
Edgewood, New York 11717
(516) 586-5200
Notice of Annual Meeting of Shareholders
to be held September 17, 1996
To the Shareholders of CPI Aerostructures, Inc.:
You are cordially invited to attend the Annual Meeting of the
Shareholders (the "1996 Meeting") of CPI Aerostructures, Inc. (the "Company"),
which will be held at the headquarters of the Company, 200A Executive Drive,
Edgewood, New York 11717, at 10:00 a.m., Eastern Standard Time, on September 17,
1996 to consider and act upon the following matters:
(1) The election of four (4) members to the Board of Directors to hold office
for a one-year term or until their successors are duly elected and qualified.
The persons nominated by the Board of Directors (Arthur August, Theodore J.
Martines, Walter Paulick and Stanley Wunderlich) are described in the
accompanying Proxy Statement.
(2) The ratification of the appointment of Goldstein Golub Kessler
& Company, P.C. as the Company's auditors for the fiscal year
ending December 31, 1996.
(3) The transaction of such other business as may properly come before the 1996
Meeting or any adjournments thereof.
Only shareholders of record at the close of business on July 22, 1996,
will be entitled to notice of, and to vote at, the 1996 Meeting or any
adjournments thereof.
A list of shareholders entitled to vote at the 1996 Meeting will be
open to examination by any shareholder, for any purpose germane to the meeting,
at the offices of the Company, 200A Executive Drive, Edgewood, New York 11717,
during ordinary business hours for ten days prior to the 1996 Meeting. Such list
shall also be available during the 1996 Meeting.
By order of the Board of Directors,
Theodore J. Martines, Secretary
Date: Edgewood, New York
August 20, 1996
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE,
SIGN AND DATE THE ENCLOSED PROXY CARD, AND RETURN IT TO THE COMPANY. THE PROXY
MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED, AND SHAREHOLDERS EXECUTING
PROXIES MAY ATTEND THE MEETING AND VOTE THERE IN PERSON SHOULD THEY SO DESIRE.
<PAGE>
CPI AEROSTRUCTURES, INC.
200A Executive Drive
Edgewood, New York 11717
Proxy Statement
Annual Meeting of Shareholders
September 17, 1996
These proxy materials are furnished in connection with the solicitation
of proxies by the Board of Directors of CPI Aerostructures, Inc., a New York
corporation (the "Company"), for use at the Annual Meeting of Shareholders of
the Company and for any adjournment or adjournments thereof (the "1996
Meeting"), to be held at the headquarters of the Company, 20OA Executive Drive,
Edgewood, New York 11717, at 10:00 a.m., Eastern Standard Time, on September 17,
1996 for the purposes set forth in the accompanying Notice of Annual Meeting of
Shareholders. A Board of Directors' proxy (the "Proxy"), by means of which you
may indicate your votes as to each of the proposals described in this Proxy
Statement, is enclosed herewith.
All Proxies which are properly completed, signed and returned to the
Company prior to the 1996 Meeting, and which have not been revoked, will be
voted in accordance with the shareholder's instructions contained in such Proxy.
The affirmative vote by holders of a majority of the Company's common shares,
$.001 par value (the "Common Shares"), the only shares of the Company entitled
to vote at the 1996 Meeting, represented at the 1996 Meeting is required for the
election of Directors (Proposal 1), and the ratification of the appointment of
the Company's auditors (Proposal 2). In the absence of contrary instructions,
shares represented by such Proxy will be voted "FOR" the election of the
nominees for Directors as set forth herein (Proposal 1); and "FOR" the
ratification of the appointment of the Company's auditors for the fiscal year
ending December 31, 1996 (Proposal 2). Shares represented by proxies which are
marked "abstain" for any Proposal on the proxy card and proxies which are marked
to deny discretionary authority on all other matters will not be included in the
vote totals, and therefore will have no effect on the vote. In addition, when
brokers are prohibited from exercising discretionary authority for beneficial
owners who have not provided voting instructions (commonly referred to as
"broker non-votes"), those shares will not be included in the vote totals.
The Board of Directors does not anticipate that any of its nominees
will be unavailable for election and does not know of any other matters that may
be brought before the 1996 Meeting. In the event that any other matter shall
come before the 1996 Meeting or any nominee is not available for election, the
persons named in the enclosed Proxy will have discretionary authority to vote
all
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Proxies not marked to the contrary with respect to such matter in accordance
with their best judgment.
A shareholder may revoke his Proxy at any time before it is exercised
by filing with the Secretary of the Company at its executive offices in
Edgewood, New York, either a written notice of revocation or a duly executed
Proxy bearing a later date, or by appearing in person at the 1996 Meeting and
expressing a desire to vote his or her shares in person. All costs of this
solicitation are to be borne by the Company.
The Company has fixed July 22, 1996 as the record date (the "Record
Date") for the determination of shareholders entitled to notice of and to vote
at the 1996 Meeting or any adjournment or adjournments thereof. As of the Record
Date, the Company had 5,778,304 Common Shares outstanding, the only outstanding
voting securities of the Company. Shareholders are entitled to one vote for each
share owned upon all matters to be considered at the 1996 Meeting.
This Proxy Statement, the accompanying Notice of 1996 Meeting of
Shareholders, the Proxy, the 1995 Annual Report to Shareholders for the year
ended December 31, 1995, and Press Release are expected to be mailed commencing
on or about August 20, 1996, to shareholders of record on the Record Date.
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STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of the Record Date, certain
information concerning those persons known to the Company, based on information
obtained from such persons, with respect to the beneficial ownership (as such
term is defined in Rule 13d-3 under the Securities Exchange Act of 1934,
hereinafter referred to as the "Exchange Act") of Common Shares by (i) each
person known by the Company to be the owner of more than 5% of the outstanding
Common Shares, (ii) each Director and nominee for Director, (iii) each executive
officer named in the Summary Compensation Table, and (iv) all Directors and
executive officers as a group.
Name and Address of Beneficial Shares Percent of
Beneficial Owner(1) Owned (2) Common Shares(3)
- ------------------- ----------------- ----------------
Arthur August 1,060,000 (4) 18.0%
Theodore J. Martines 215,000 (5) 3.7%
Walter Paulick 15,000 (6) *
Stanley Wunderlich 60,000 (7) 1.0%
All Directors and 1,350,000 (8) 22.4%
Executive Officers as
a group (four persons)
- --------------
* Less than 1%
(1) Unless otherwise indicated, the business address of each person is care of
the Company, 200A Executive Drive, Edgewood, New York 11717.
(2) Unless otherwise noted, each person has sole voting and investment power
with respect to the shares listed in the table, subject to community
property laws, where applicable. For purposes of the table, a person or
group of persons is deemed to have "beneficial ownership" of any shares
which such person has the right to acquire within 60 days after the Record
Date. For purposes of computing the percentage of outstanding shares held
by each person or group of persons named above on the Record Date, any
security which such person or group of persons has the right to acquire
within 60 days after such date is deemed to be outstanding for the purpose
of computing the percentage ownership of such person or persons, but it is
not deemed to be outstanding for the purpose of computing the percentage
ownership of any other person.
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(3) Unless otherwise indicated, based on 5,778,304 shares issued and
outstanding as of the Record Date.
(4) Includes 100,000 Common Shares which Mr. August has the right to acquire
within 60 days upon exercise of options granted pursuant to each of the
Company's 1992 Employee Stock Option Plan and the Company's 1995 Employee
Stock Option Plan. Excludes an aggregate of 80,000 Common Shares owned by
Mr. August's children or held in trust for Mr. August's grandchildren and
9,000 Common Shares owned by Mr. August's wife, as to all of which shares
Mr. August disclaims beneficial ownership.
(5) Includes 80,000 Common Shares which Mr. Martines has the right to acquire
within 60 days upon exercise of options granted pursuant to the Company's
1992 Employee Stock Option Plan. Excludes 75,000 Common Shares owned by Mr.
Martines' wife and an aggregate of 50,000 Common Shares held in trust for
three children and two grandchildren of Mr. Martines, as to all of which
shares Mr. Martines disclaims beneficial ownership.
(6) Includes 15,000 Common Shares which Mr. Paulick has the right to acquire
within 60 days upon exercise of options granted pursuant to the Company's
1992 Employee Stock Option Plan.
(7) Includes (i) 30,000 Common Shares which Mr. Wunderlich has the right to
acquire within 60 days upon exercise of non-qualified stock options granted
outside the Company's Stock Option Plans; and (ii) 30,000 Common Shares
which the individual has the right to acquire within sixty (60) days upon
exercise of options granted pursuant to the Company's 1995 Stock Option
Plan.
(8) Includes an aggregate of 100,000, 80,000, 15,000 and 60,000 Common Shares
which the individuals included in the group have the right to acquire
within 60 days upon exercise of options granted pursuant to the Company's
1992 and 1995 Stock Option Plans and non-qualified stock options granted
outside the Company's stock option plans.
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Proposal 1
ELECTION OF DIRECTORS
The Company's Board of Directors is comprised of four Directors. The
Board of Directors has nominated Arthur August, Theodore J. Martines, Walter
Paulick and Stanley Wunderlich, each of whom currently serves as a Director, for
election as Directors at the 1996 Meeting, to hold office, subject to the
provisions of the Company's By-laws, for a one-year term, or until their
successors are duly elected and qualified. It is intended that the accompanying
form of Proxy will be voted FOR the election as Directors of the four (4)
nominees named above, unless the Proxy contains contrary instructions. Proxies
which direct the Proxy holders to abstain and do not direct the Proxy holders to
vote for or withhold authority in the matter of electing Directors will be voted
for the election of the four (4) Directors named below. Proxies cannot be voted
for a greater number of persons than the number of nominees named in the Proxy
Statement.
Management has no reason to believe that any of the nominees will not be a
candidate or will be unable to serve. However, in the event that any of the
nominees should become unable or unwilling to serve as a Director, the Proxy
will be voted for the election of such person or persons as shall be designated
by the Directors.
Set forth below is certain information, as of the Record Date, concerning
each nominee.
Name Age Position
- ---- --- --------
Arthur August 61 Chairman of the Board of
Directors, Chief Executive
Officer, President and Director
Theodore J. Martines 64 Executive Vice President,
Secretary/Treasurer and
Director
Stanley Wunderlich 48 Director
Walter Paulick 49 Director
Arthur August, a founder of the Company, has been the Chairman of the
Board, Chief Executive Officer, President and a Director of the Company since
January 1980. From 1956 to 1979, Mr. August was employed by Northrop Grumman
Corporation ("Grumman"), an aerospace products manufacturer, where he last held
the position of Deputy Director. Mr. August holds a degree in Aeronautical
Engineering
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from the Academy of Aeronautics (1956), a B.S. degree in Industrial
Management from C. W. Post College (1963), a Masters degree in Engineering from
New York University (1965) and is a graduate of the Program for Management
Development at the Harvard Graduate School of Business (1977).
Theodore J. Martines has been the Executive Vice President,
Secretary/Treasurer and a Director of the Company since December 1984. From 1957
to 1983, Mr. Martines was employed by Grumman where he last held the position of
Director of Contracts and Business Analysis. From 1955 to 1957, Mr. Martines was
employed by Sperry (Unisys) Corp. as a design engineer. Mr. Martines holds a
degree in Mechanical Engineering from Stevens Institute of Technology and an MBA
degree from Adelphi University.
Stanley Wunderlich has been a Director of the Company since November
1995. He has served as Corporate Development Consultant to the Company since
January 1995. Mr. Wunderlich is currently the Chairman of Consulting for
Strategic Growth, Ltd., a financial consulting company. From November 1992 to
May 1994, Mr. Wunderlich was the Chairman of Renaissance Group, Ltd., a
financial consulting company. From May 1991 to October 1992, Mr. Wunderlich
served as a Managing Director of Robert Todd Financial. From January 1990 to
April 1991, Mr. Wunderlich was a Managing Director of American Fund Advisors,
Inc. From March 1987 to May 1989, Mr. Wunderlich was employed by J.T. Moran &
Co. as a Managing Director. From April 1977 to March 1987, Mr. Wunderlich was a
founder and principal of Krieger, Wunderlich & Co., Inc., a financial consulting
company.
Walter Paulick has been a Director of the Company since April 1992. Mr.
Paulick is currently a self employed financial consultant. From 1982 to November
1992, Mr. Paulick was a Vice President of Parr Development Company, Inc., a real
estate development company. From 1980 to 1982, Mr. Paulick was employed by Key
Bank, where he last held the position of Vice President. From 1971 to 1980, Mr.
Paulick was a Vice President of National Westminster U.S.A.
Each Director will hold office until the next Annual Meeting of
shareholders or until his successor has been elected and qualified. Officers are
appointed by and serve at the discretion of the Board of Directors. Directors
currently receive no cash compensation for serving on the Board of Directors
other than stock options and reimbursement of reasonable expenses incurred in
attending meetings.
The Board of Directors recommends that shareholders
vote "FOR" the election for the nominees named above (Proposal 1).
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Committees and Meetings of the Board of Directors
The Company held no meetings of the Board of Directors during the
fiscal year ended December 31, 1995 and conducted business by unanimous written
consent. Messrs. August, Martines and Paulick serve on the Company's
Compensation Committee, which reviews and approves the compensation to be paid
to certain officers of the Company. In April 1994, the Company formed an Audit
Committee consisting of Messrs. Paulick (Chairman) and Martines. The
Compensation Committee held one meeting during the fiscal year ended December
31, 1995. Upon Mr. Wunderlich's election to the Board of Directors in November
1995, he was named to its Compensation and Audit Committees. No member of the
Board of Directors attended, in person or telephonically, fewer than 75% of the
total number of meetings of the Board and committees thereof upon which he
served during the fiscal year ended December 31, 1995.
The Company has agreed, for a period of five years ending September 16,
1997, if so requested by Whale Securities Co., L.P., the underwriter of its
initial public offering, to nominate and use its best efforts to elect a
designee of such underwriter as a director of the Company, or, at the
underwriter's option, as a non-voting advisor to the Company's Board of
Directors. The Company's officers, directors and their affiliates, have agreed
to vote their Common Shares in favor of such designee. The underwriter has not
exercised its right to designate such a person.
Executive Compensation
SUMMARY COMPENSATION TABLE
The following table sets forth all compensation awarded to, earned by, or
paid for all services rendered to the Company, a small business issuer, during
the fiscal years ended December 31, 1995, 1994 and 1993, by the Company's Chief
Executive Officer and the Company's only other executive officer whose total
compensation exceeded $100,000.
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Annual Compensation
<TABLE>
<CAPTION>
(a) (b) (c) (d)
Name and
Principal
Position Year Salary($) Bonus($)
- --------- ---- --------- --------
<S> <C> <C> <C>
Arthur August, 1995 $256,281 -0-
Chief Exe- 1994 $193,306 $4,354
cutive Officer 1993 $213,002 $9,433
and President
Theodore J. 1995 $153,988 -0-
Martines, 1994 $116,479 $1,742
Executive 1993 $128,731 $3,773
Vice President
and Director
</TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY END OPTION/SAR VALUES
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Value of
Number of Unexercised
Unexercised In-The-Money
Shares Options/SARs Options/
Acquired at FYE(#) SARs at FYE
on Exercisable/ ($)
Exercise Value Unexercisable Exercisable/
Name (#) Realized (1) Unexercisable
- ------------- --------- -------- ------------- -------------
<S> <C> <C> <C> <C>
Arthur August -0- -0- 100,000/-0- -0-/-0-
Theodore J. -0- -0- 80,000/-0- -0-/-0-
Martines
</TABLE>
- -----------------------------------
(1) On January 26, 1995, the Board of Directors regranted 50,000 and 40,000 of
these options, respectively, which previously had an exercise price of
$5.00 per share, at the then current fair market value of $3.00 per share.
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Employment Agreements
Messrs. August and Martines (collectively, the "Employees") are
employed by the Company as Chairman of the Board, President and Chief Executive
Officer; and Executive Vice President, Secretary and Treasurer; respectively,
pursuant to employment agreements (the "Employment Agreements") entered into
September 15, 1995 (the "Effective Date") and which expire on September 15,
1998. The Employment Agreements, entered into in September 1995, provide Messrs.
August and Martines with annual base salaries of $251,942, and $157,464,
respectively, during the first year, which will increase at a rate of 8% per
annum in the second and third years. Pursuant to the Employment Agreements, Mr.
August and Mr. Martines are entitled to receive an annual bonus equal to 2.5%
and 1% respectively, of the Company's net income for the years ending December
31, 1995, 1996 and 1997.
The Employment Agreements provide that during the term of employment
with the Company, and for a period of one-year thereafter, the Employees will
not compete with the Company or engage in any activities that would interfere
with the performance of their duties as Employees of the Company. The Employment
Agreements provide that the Company will maintain hospital and health insurance
benefits for the employee following retirement.
The Employment Agreements also provide that (i) any time after the
third anniversary of the Effective Date or the Employee's 62nd birthday,
whichever occurs earlier, the Employees retire from employment from the Company,
or are terminated for reasons other than cause, or become disabled as defined in
the Employment Agreements therein, they shall immediately be entitled to yearly
supplemental retirement income as determined by a plan adopted by the Board of
Directors and (ii) if there is a "change of control" of the Company as defined
in the Employment Agreements therein, the Employees may, by written notice to
the Company within sixty days of the date of such change of control, elect to
terminate their employment with the Company at the end of such sixty day period
and shall be entitled to receive from the Company an amount equal to 2.99 times
their annual compensation, including salary, bonus, commissions and other
remuneration. These amounts shall be payable by the Company to the Employees in
one lump sum payment within sixty days of the date of termination.
Employee Benefit Plans
On February 1, 1991, the Board of Directors adopted a Qualified Sick
Pay Plan (the "QSP Plan") which covers full-time executive officers and
managers. The QSP Plan provides covered employees with an income during periods
of disability due to sickness or injury and is funded through the purchase of
disability income insurance policies.
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In November 1992, the Financial Accounting Standards Board ("FASB")
adopted new standards for accounting for post employment benefits (SFAS No.
112). The revised standard requires, among other things, employers to recognize
the obligation to provide post employment benefits under certain circumstances.
This requirement is effective for fiscal years beginning after December 15,
1993. It is Management's opinion that SFAS No. 112 will not have a material
impact on the financial position of the Company.
Stock Options
1995 Employee Stock Option Plan
In September 1995, the Company adopted the 1995 Employee Stock Option
Plan (the "1995 Option Plan") authorizing the grant of 300,000 stock options.
The Company has granted five-year options to purchase an aggregate of 121,000
Common Shares, at exercise prices ranging from $1.06 to $3.00 per share, to
certain employees, officers, and directors of the Company including: five-year
options to purchase 50,000 Common Shares granted to Arthur August, Chairman of
the Board of Directors, Chief Executive Officer and President; five-year options
to purchase 10,000 Common Shares granted to Edward Fred, Controller. As of July
31, 1996, options to purchase 121,000 shares were outstanding under the 1995
Option Plan and 179,000 were available for grant under the 1995 Option Plan.
1992 Employee Stock Option Plan
In September 1992, the Company adopted the 1992 Employee Stock Option
Plan (the "1992 Option Plan") authorizing the grant of 250,000 stock options.
The Company has granted one-year and five-year options to purchase an aggregate
of 216,355 Common Shares, at exercise prices ranging from $1.00 to $3.00 per
share, to certain employees, officers, and directors of the Company including:
50,000 shares held by Arthur August, exercisable at $3.00 per share; 40,000
shares held by Theodore Martines, Executive Vice President, exercisable at $3.00
per share and 40,000 shares exercisable at $1.31 per share; 5,000 shares held by
Walter Paulick, a director, exercisable at $3.00 per share and 10,000 shares
exercisable at $1.00 per share; 40,000 shares held by Burt Stern, a former
officer, exercisable at $3.00 per share and 5,000 shares held by Craig Sakin, a
former director, exercisable at $3.00 per share. A total of 278,000 options have
been granted under the 1992 Plan; 32,164 have been exercised, 30,001 have been
forfeited and 1,501 shares remain eligible for the grant.
Certain Relationships and Related Transactions
In May 1990, Messrs. Arthur August and Theodore J. Martines, President
and Executive Vice President, respectively, entered into a Standby Agreement
with the Company and Chrysler Capital Corporation ("Chrysler"), pursuant to
which they were required to deposit into escrow an aggregate of $161,000 and
$55,000, respectively, to enable the Company
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on a continuing basis to satisfy its working capital needs of up to $300,000, to
the extent the Company was unable to borrow such funds under the Loan Agreement
with Chrysler. Pursuant to the terms of the Standby Agreement, in January and
March 1992, the Company borrowed an aggregate of $161,225 on an unsecured demand
basis from Mr. August and $55,145 from Mr. Martines. Messrs. August and Martines
agreed not to demand payment of these loans prior to either the refinancing of
the Chrysler loan or the reduction of the line of credit below $3,570,000, the
latter of which occurred. In December 1994, the Company repaid the principal
balance of $216,370 to Messrs. August and Martines. In January 1995, the Company
paid approximately $43,000 in accrued interest relating to this indebtedness at
the rate of 2% above the prime rate. In June 1996, the Company following a
private placement, discussed below, returned all monies borrowed from Crysler,
pursuant to the loan agreement, and Crysler released both life insurance
policies that were assigned as collateral and returned all securities pledged
under the pledge agreement by Mr. August and Mr. Martines.
On June 19, 1996, CPI Aerostructures, Inc. (the "Company") completed a
private placement (the "Private Placement") of 82 Units (the "Units"), for a
total purchase price of $2,050,000 ($25,000 per Unit). The net proceeds of the
Private Placement, along with working capital, were used to repay all of the
Company's indebtedness to Chrysler Capital Corporation. Subsequently, Chrysler
released the assignment of Messrs. August and Martines' key-man life insurance
policies in the amounts of $1,200,000 and $300,000, and the Company has been
designated as the beneficiary for both life insurance policies.
As of January 1, 1996, the Company entered into a consulting agreement
with Stanley Wunderlich, a director of the Company. The agreement terminates on
December 31, 1997, unless sooner terminated on sixty days notice of either
party. Pursuant to the agreement, Mr. Wunderlich provides the Company with
financial advisory consulting services including, but not limited to, assisting
with financial public relations, arranging meetings with securities analysts and
money managers, rendering advice with regard to possible changes in the
capitalization or corporate structure of the Company, and advising the Company
in connection with potential mergers of acquisitions. In consideration for these
services, Mr. Wunderlich is compensated at the rate of $5,000 per month
including reasonable expenses. In addition, as further compensation for these
consulting services, Mr. Wunderlich was granted an option to purchase 30,000
Common Shares exercisable at $1.06 per share, the then current fair market
value.
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Proposal 2
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has appointed Goldstein Golub Kessler & Company,
P.C. of New York, to continue as the Company's auditors and to audit the books
of account and other records of the Company for the fiscal year ending December
31, 1996. The Board recommends that shareholders vote "FOR" ratification of such
appointment. A representative of Goldstein Golub Kessler & Company, P.C. is
expected to attend the 1996 Meeting.
The Board of Directors Recommends
Shareholders Vote For the Ratification of the Appointment of
Goldstein Golub Kessler & Company, P.C. as the Company's Auditors
(Proposal 2).
OTHER MATTERS
The Board of Directors is not aware of any business to be presented at
the 1996 Meeting except the matters set forth in the Notice and described in
this Proxy Statement. Unless otherwise directed, all shares represented by Board
of Directors' Proxies will be voted in favor of the proposal of the Board of
Directors described in this Proxy Statement. If any other matters come before
the 1996 Meeting, the persons named in the accompanying Proxy will vote on those
matters according to their best judgment.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than ten percent of a registered class of
the Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors and
greater than ten percent shareholders are required by regulation to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no Form 5's were
required for those persons, the Company is not aware of any failures by any of
its Directors, executive officers or beneficial owners of more than ten percent
of the Common Shares, to file reports or report transactions pursuant to Section
16(a) of the Exchange Act in a timely manner during the Company's fiscal years
ended December 31, 1994 and 1995, except each of Messrs, August, Martines and
Paulick failed to report a re-grant of an option on a timely basis for the month
of October 1995.
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Expenses
The entire cost of preparing, assembling, printing and mailing this
Proxy Statement, the enclosed Proxy and other materials, and the cost of
soliciting Proxies with respect to the 1996 Meeting, will be borne by the
Company. The Company will request banks and brokers to solicit their customers
who beneficially own shares listed of record in names of nominees, and will
reimburse those banks and brokers for the reasonable out-of-pocket expenses of
such solicitations. The original solicitation of Proxies by mail may be
supplemented by telephone and telegram by officers and other regular employees
of the Company, but no additional compensation will be paid to such individuals.
Shareholder Proposals
No person who intends to present a proposal for action at a forthcoming
shareholders' meeting of the Company may seek to have the proposal included in
the proxy statement or form of proxy for such meeting unless that person (a) is
a record beneficial owner of at least 1% or $1,000 in market value of Common
Shares, has held such shares for at least one year at the time the proposal is
submitted, and such person shall continue to own such shares through the date on
which the meeting is held, (b) provides the Company in writing with his name,
address, the number of shares held by him and the dates upon which he acquired
such shares with documentary support for a claim of beneficial ownership, (c)
notifies the Company of his intention to appear personally at the meeting or by
a qualified representative under New York law to present his proposal for
action, and (d) submits his proposal timely. A proposal to be included in the
proxy statement or proxy for the Company's next Annual Meeting of shareholders,
will be submitted timely only if the proposal has been received at the Company's
principal executive office no later than April 22, 1997. If the date of such
meeting is changed by more than 30 calendar days from the date such meeting is
scheduled to be held under the Company's By-Laws, or if the proposal is to be
presented at any meeting other than the next Annual Meeting of shareholders, the
proposal must be received at the Company's principal executive office at a
reasonable time before the solicitation of proxies for such meeting is made.
Even if the foregoing requirements are satisfied, a person may submit
only one proposal of not more than 500 words with a supporting statement if the
latter is requested by the proponent for inclusion in the proxy materials, and
under certain circumstances enumerated in the Securities and Exchange
Commission's rules relating to the solicitation of proxies, the Company may be
entitled to omit the proposal and any statement in support thereof from its
proxy statement and form of proxy.
Request for Annual Report on Form 10-KSB
Copies of the Company's 1995 Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1995, as filed with the Securities and Exchange
Commission, including the financial statements, accompany these proxy materials.
Additional copies of the Company's 1995 Annual Report can be obtained without
charge by shareholders (including beneficial owners of
13
<PAGE>
Common Shares) upon written request to Theodore J. Martines, the Company's
Secretary, CPI Aerostructures, Inc., 200A Executive Drive, Edgewood, NY 11717.
The Company's EDGAR filings may be found on the Worldwide Web at www.sec.gov.
By Order of the Board of Directors
Theodore J. Martines
Secretary
Date: Edgewood, New York
August 20, 1996
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PROXY
CPI AEROSTRUCTURES, INC.
200A Executive Drive
Edgewood, New York 11717
The undersigned, a holder of Common Shares of CPI Aerostructures, Inc. a
New York corporation (the "Company") hereby appoints Arthur August and Theodore
J. Martines, and each of them, the proxies of the undersigned, each with full
power of substitution, to attend, represent and vote for the undersigned, all of
the shares of the Company which the undersigned would be entitled to vote, at
the Annual Meeting of Shareholders of the Company to be held on September 17,
1996 and any adjournments thereof, as follows:
1. ELECTION OF DIRECTORS, as provided in the Company's Proxy Statement:
[ ] FOR all nominees listed below.
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
strike a line through or otherwise strike out his name below.)
Arthur August, Theodore J. Martines, Walter Paulick and Stanley Wunderlich
2. The ratification of the appointment of Goldstein Golub Kessler & Company,
P.C. as the Company's auditors for the fiscal year ending
December 31. 1996.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Upon such other matters as may properly come before the meeting or any
adjournments thereof.
The undersigned hereby revokes any other proxy to vote at such Annual
Meeting, and hereby ratifies and confirms all that said attorneys and proxies,
and each of them, may lawfully do by virtue hereof. With respect to matters not
known at the time of the solicitations hereof, said proxies are authorized to
vote in accordance with their best judgment.
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THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN ACCORDANCE WITH THE
INSTRUCTIONS ON THE OTHER SIDE HEREOF. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR THE ELECTION OF THE FOUR DIRECTORS NAMED IN PROPOSAL 1, FOR THE
ADOPTION OF PROPOSAL 2, AND AS SAID PROXIES SHALL DEEM ADVISABLE ON SUCH OTHER
BUSINESS AS MAY COME BEFORE THE MEETING.
The undersigned acknowledges receipt of a copy of the Notice of Annual
Meeting and accompanying Proxy Statement dated August 20, 1996 relating to the
Annual Meeting, and the 1995 Annual Report to Shareholders.
Date:________________________________ , 1996
____________________________________________
____________________________________________
____________________________________________
Signature(s) of Shareholder(s)
The signature(s) hereon should correspond
exactly with the name(s) of the
Shareholder(s) appearing on the Stock
Certificate. If stock is jointly held, all
joint owners should sign. When signing as
attorney, executor, administrator, trustee
or guardian, please give full title as such.
If signer is a corporation, please sign the
full corporate name, and give title of
signing officer.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF CPI AEROSTRUCTURES, INC.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY
USING THE ENCLOSED ENVELOPE.
