<PAGE>
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, 1997
---------------
CPI Aerostructures, Inc.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
New York 1-11398 11-2520310
- --------------- ---------------- ----------------------
(State or Other (Commission File IRS Employer
Jurisdiction of Number) Identification Number)
Incorporation)
200A Executive Drive, Edgewood, NY 11717
-----------------------------------------------------
(Address of principal executive offices)(Zip Code)
(516) 586-5200
-----------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE>
Item 2. Acquisition or Disposition of Assets.
On October 9, 1997, CPI Aerostructures, Inc., a New York corporation
(the "Company"), completed the acquisition (the "Closing") of Kolar Machine,
Inc., an Ithaca, New York corporation (the "Seller"). On September 9, 1997,
the Company had entered into an Asset Purchase Agreement (the "Agreement")
with the Seller and the Seller's President pursuant to which Kolar, Inc., a
Delaware corporation and wholly-owned subsidiary of the Company (the "Buyer"),
agreed to acquire certain tangible and intangible assets associated with the
business (the "Business") of the Seller. The Seller has been engaged in the
business of precision machining and assembly manufacturing, servicing the
electronics industry, including computer and microwave device manufacturers,
as well as the materials handling, aerospace and banking industries. Upon the
Closing, the Seller ceased to operate the Business, which was reconstituted as
a new business of the Buyer.
Pursuant to the terms of the Agreement, at the Closing the Buyer paid
to the Seller $9,400,000 in immediately available funds by wire transfer and
issued its $4,000,000 promissory note to the Seller (the "Note"). In addition,
pursuant to the Agreement, the Buyer separately purchased from the Seller's
President certain real property that he owned and that is associated with the
Business for $1,500,000. The Note is convertible by Seller, in whole or in
part, commencing in February 1998 in no less than 100,000 share increments
into 1,000,000 shares of the Company's common stock. The Company financed the
acquisition of the Business substantially from The Chase Manhattan Bank and
through the exercise of warrants issued in a May 1996 private placement.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
It is impracticable for the Registrant to file the financial
information of the business acquired that is required hereunder at this time;
such information will be filed by amendment to this Form 8-K within sixty days
from the due date hereof.
(b) Pro-forma financial information.
It is impracticable for the Registrant to file the pro-forma
financial information that is required hereunder at this time; such
information will be filed by amendment to this Form 8-K within sixty days from
the due date hereof.
-2-
<PAGE>
(c) Exhibits.
2.1 Asset Purchase Agreement, dated September 9, 1997
by and among Kolar Machine, Inc. a New York
Corporation ("Seller"), Daniel Liguori ("Liguori"),
Registrant, and Kolar, Inc., a Delaware corporation
and wholly-owned subsidiary of Registrant,
incorporated by reference to the Company's Current
Report on Form 8-K for September 9, 1997.
2.2 Omitted Schedules and Exhibits
-3-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CPI Aerostructures, Inc.
Registrant
Dated: October 23, 1997 By: /s/ Arthur August
-------------------------
Arthur August, President
-4-
<PAGE>
EXHIBIT 2.2
OMITTED SCHEDULES AND EXHIBITS
Set forth below is a list of omitted Schedules and Exhibits to the
Asset Purchase Agreement, filed as Exhibit 2.1 to the Current Report on Form
8-K for September 9, 1997. Copies of any of the Omitted Schedules and Exhibits
will be provided to the SEC upon request.
SCHEDULES TO THE ASSET PURCHASE AGREEMENT
AMONG KOLAR MACHINE, INC., CPI AEROSTRUCTURES, INC.,
KOLAR, INC. AND DANIEL LIGUORI
Schedule No. Description
- ------------ -----------
1(a) The Inventory
1(b) The Real Property
1(c) The Buildings and Improvements
1(d) The Equipment and Machinery
1(e) The Office Furniture and Fixtures
1(f) The Automobiles, Trucks, Vehicles and Forklifts
1(h) The Accounts Receivable
1(i) The Assumed Agreements
1(k) The Pre Paid Assets
1(l) The Trade Names
1(m) The Trademarks
1(n) The Customer List
3(a) The Excluded Assets
6(A)(a)(i) and (ii) Exceptions to Title
6(A)(c) Legal Proceedings
6(A)(e) Material Agreements Including Assigned Agreements
6(A)(f) Violations or Restrictions
6(A)(g) Court Orders and Decrees
6(A)(i) Governmental Licenses
6(A)(j)(i) and (ii) Environmental Claims
6(A)(k) Employee Benefit Plans
6(A)(n) The Seller's Financial Statements
6(A)(o) Undisclosed Liabilities and Conditions
6(A)(p) Compliance with Laws
6(A)(r) Changes Outside of Ordinary Course
6(A)(t) Non-Cancelable Labor Contracts
6(B)(k) Insurance Policies
6(B)(l) Service Contracts
6(B)(m) Certificates of Occupancy
-5-
<PAGE>
EXHIBITS TO THE ASSET PURCHASE AGREEMENT
AMONG KOLAR MACHINE, INC., CPI AEROSTRUCTURES, INC.,
KOLAR, INC. AND DANIEL LIGUORI
Schedule No. Description
- ------------ -----------
2(a)(ii) Form of 8% Promissory Note
2(a)(iii) Form of Registration Rights Agreement
2(a)(iv) Form of Security Agreement
2(a)(v) Form of Mortgage
2(a)(vi)(A) Form of Guaranty
2(a)(vi)(B) Form of Stock Pledge Agreement
2(e) Allocation of Purchase Price
6(A)(n) The Seller's Unaudited Financial Statements
11(f) Form of the Seller's Legal Opinion
11(k) Form of Non-Competition Agreement
11(m) Form of Assumption and Assignment Agreements
11(s) The Seller's Audited Financial Statements
11(t) Form of Liguori Employment Contract
12(d) The Buyer's Employee Benefit Plans and Policies
12(g) Form of the Buyer's Legal Opinion
12(t) Form of Subordination Agreement
27 Confidentiality Agreement dated May 30, 1997
-6-
