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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CPI Aerostructures, Inc.
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(Name of Issuer)
Common Stock, $.001 par value per share
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(Title of Class of Securities)
125919
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(CUSIP Number)
Steven N. Bronson
Private Opportunity Partners, Ltd.
2101 West Commercial Boulevard, Suite 1500
Ft. Lauderdale, Florida 33309
(954) 730-7770
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 19, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box: [_]
Check the following box if a fee is being paid with this statement. [_] (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
/*/The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP No. 125919 Page 2 of 8 Page
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<TABLE>
<S> <C> <C>
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Steven N. Bronson
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS/*/
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
NUMBER OF 25,000
SHARES ----------------------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING ----------------------------------------------------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
311,140
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
311,140
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
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14 TYPE OF REPORTING PERSON*
IN
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
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CUSIP No. 125919 Page 3 of 8 Pages
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<TABLE>
<S> <C> <C>
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Private Opportunity Partners, Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[_]
(b)[_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS/*/
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
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7 SOLE VOTING POWER
NUMBER OF 250,000
SHARES -------------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING -------------------------------------------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
375,000
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
375,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
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14 TYPE OF REPORTING PERSON*
PN
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer
This Statement on Schedule 13D relates to the common shares, $.001 par
value per share (the "Common Shares"), of CPI Aerostructures, Inc., a New York
corporation (the "Issuer"). The Issuer's principal executive office is located
at 200A Executive Drive, Edgewood, New York 11717.
Item 2. Identity and Background
(a) This Statement on Schedule 13D is being filed jointly on behalf of
Steven N. Bronson and Private Opportunity Partners, Ltd., a Florida limited
partnership (the "Partnership").
(b) Mr. Bronson's business address is 2101 West Commercial Boulevard,
Suite 1500, Fort Lauderdale, Florida 33309. The business address of the
Partnership is 2101 West Commercial Boulevard, Suite 1500, Fort Lauderdale,
Florida 33309.
(c) Mr. Bronson is President of Barber & Bronson Incorporated ("B&B"),
a broker-dealer registered under the Securities Exchange Act of 1934 (the
"Exchange Act"). Other officers and directors of B&B include Bruce C. Barber,
James S. Cassel, Eric R. Elliott and Barry J. Booth. Mr. Bronson is also
President of the corporate general partner of the Partnership. The Partnership
is an investment fund.
(d) Neither Mr. Bronson nor the Partnership was, during the last five,
years convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) Neither Mr. Bronson nor the Partnership was, during the last five
years, a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree, or final order enjoining future violations of, or prohibiting
or mandating activities subject to federal or state securities laws or finding
any violation with respect to such laws.
(f) Mr. Bronson is a citizen of the United States of America. The
Partnership is a Florida limited partnership.
Item 3. Source and Amount of Funds or Other Consideration
Mr. Bronson acquired shares of the Issuer's Common Shares and warrants
to purchase Common Shares, utilizing his personal funds. The Partnership
acquired Common Shares and warrants to purchase Common Shares utilizing its
working capital.
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Item 4. Purpose of Transaction
Mr. Bronson and the Partnership acquired securities of the Issuer for
investment purposes and each may, independently, depending upon then current
events, including without limitation, then current market conditions, the
Issuer's results of operations, and the then current general business climate,
decide to increase or decrease their respective positions in the Issuer.
As of the date of the event which required filing of this Statement on
Schedule 13D, neither Mr. Bronson nor the Partnership had any plans or proposals
which may relate or would result in:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) any change in the present Board of Directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board of Directors of the
Issuer;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter, by-laws, or instruments
corresponding thereto or any actions which may impede the acquisition or control
of the Issuer by any person;
(h) causing a class of securities of the Issuer to be de-listed from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a)(b) Mr. Bronson may be deemed to beneficially own an aggregate of
311,140 Common Shares, representing approximately 5.1% of the total Common
Shares deemed outstanding. Such Common Shares include
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25,000 Common Shares held of record, 12,500 Common Shares issuable upon exercise
of Placement Warrants (as defined below) purchased by Mr. Bronson in the
Issuer's Private Placement (as defined below), 119,890 Common Shares issuable
upon exercise of Consultant's Warrants (as defined below) issued to Mr. Bronson
pursuant to a Financial Consulting Agreement dated April 3, 1996 between the
Issuer and B&B (the "Consulting Agreement") and 153,750 Common Shares issuable
upon exercise of Placement Agent's Warrants (the "Placement Agent's Warrants")
issued to Mr. Bronson pursuant to a Placement Agreement dated as of May 10, 1996
between the Issuer and B&B (the "Placement Agreement").
The Partnership may be deemed to beneficially own an aggregate
of 375,000 Common Shares, representing approximately 6.2% of the total Common
Shares deemed outstanding. Such Common Shares include 250,000 Common Shares held
of record and 125,000 Common Shares issuable upon exercise of Placement Warrants
purchased by the Partnership in the Issuer's Private Placement described below.
Mr. Bronson is the President of the corporate general partner
of the Partnership. However, Mr. Bronson disclaims beneficial ownership of the
Common Shares beneficially owned by the Partnership. The Partnership disclaims
beneficial ownership of the Common Shares beneficially owned by Mr. Bronson.
In addition to the foregoing, Mr. Barber beneficially owns
138,426 Common Shares, consisting of 25,000 Common Shares held of record, 12,500
Common Shares issuable upon exercise of Placement Warrants, 49,926 Common Shares
issuable upon exercise of Consultant's Warrants and 51,000 Common Shares
underlying Placement Agent's Warrants. Mr. Cassel beneficially owns 174,750
Common Shares, consisting of (i) 12,500 Common Shares held of record by and
6,250 Common Shares issuable upon exercise of Placement Warrants held by Mr.
Cassel's IRA; (ii) 12,500 Common Shares held of record by and 6,250 Common
Shares issuable upon exercise of Placement Warrants held jointly by Mr. Cassel
and his spouse; (iii) 52,500 Common Shares issuable upon exercise of
Consultant's Warrants; and (iv) 84,750 Common Shares underlying Placement
Agent's Warrants. Eric R. Elliott beneficially owns 67,184 Common Shares,
consisting of 25,000 Common Shares held of record, 12,500 Common Shares issuable
upon exercise of Placement Warrants, 14,684 Common Shares issuable upon exercise
of Consultant's Warrants and 15,000 Common Shares underlying Placement Agent's
Warrants included therein. Barry J. Booth beneficially owns 6,000 Common Shares,
consisting of 3,000 Common Shares issuable upon exercise of Consultant's
Warrants and 3,000 Common Shares underlying Placement Agent's Warrants.
Mr. Barber, Mr. Cassel, Mr. Elliott and Mr. Booth disclaim
beneficial ownership of the Common Shares owned of record by each other and by
Mr. Bronson and the Partnership. Mr. Bronson and the Partnership also disclaim
beneficial ownership of the Common Shares beneficially owned by Mr. Barber, Mr.
Cassel, Mr. Elliott and Mr. Booth.
The foregoing Common Shares do not include any Common Shares
held of record in the trading account of B&B, and with respect to which Common
Shares each of the foregoing persons disclaim beneficial ownership.
(c) On April 3, 1996, the Issuer entered into the Consulting
Agreement with B&B pursuant to which B&B, or its assignees, were granted
warrants to purchase 300,000 Common Shares at $1.00 per Common Share
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(the "Consultant's Warrants"). The Consultant's Warrants were issued to Steven
N. Bronson, Bruce C. Barber, James S. Cassel, Eric R. Elliott and Barry J.
Booth, among others.
On June 18, 1996, the Issuer completed a private placement
(the "Private Placement") under Regulation D promulgated under the Securities
Act of 1933, as amended, of 82 Units (the "Units"), each Unit consisting of
25,000 Common Shares and five-year Redeemable Class B Common Share Purchase
Warrants to purchase 12,500 Common Shares at $2.00 per Common Share (the
"Placement Warrants"). Among others, Steven N. Bronson, Bruce C. Barber, James
S. Cassel and Eric Elliott purchased Units in this offering.
B&B acted as placement agent for the Private Placement. Upon
consummation of the Private Placement, the Issuer sold to B&B, or its assigns,
for nominal consideration, the Placement Agent's Warrants to purchase 8.2
additional Units for a five-year period at a purchase price of $25,000 per Unit
(the "Placement Agent's Warrants"). The Placement Agent's Warrants were issued
to Mr. Bronson, Mr. Barber, Mr. Cassel and Mr. Elliott, among others.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of such
securities of the Issuer.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
Exhibit A - Joint Filing Agreement
7
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
PRIVATE OPPORTUNITY PARTNERS, LTD., a Florida
limited partnership
By: B&B Management Group, Inc., a Florida
corporation, General Partner
Dated: July 17, 1996 By:/s/ Steven N. Bronson, President
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Steven N. Bronson, President
Dated: July 17, 1996 /s/ Steven N. Bronson
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Steven N. Bronson
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JOINT FILING AGREEMENT
(Pursuant to Rule 13d-1(f))
The undersigned hereby agree that the statement on Schedule 13D to
which this agreement is attached is, and any amendment thereto will be, filed
with the U.S. Securities and Exchange Commission on behalf of each of the
undersigned. This agreement may be executed in any number of counterparts, each
of which shall be deemed an original but all together shall constitute one and
the same agreement.
PRIVATE OPPORTUNITY PARTNERS, LTD., a Florida
limited partnership
By: B&B Management Group, Inc., a Florida
corporation, General Partner
Dated: July 17, 1996 By:/s/ Steven N. Bronson
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Steven N. Bronson, President
Dated: July 17, 1996 /s/ Steven N. Bronson
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Steven N. Bronson
