SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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
201 South Biscayne Boulevard
Suite 2950
Miami, Florida 33131
(305) 536-8500
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 13, 1996 and December 16, 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: [ ]
*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 6 PAGES
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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 OF PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
NUMBER OF 307,390
SHARES -------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 166,667
REPORTING -------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
307,390
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10 SHARED DISPOSITIVE POWER
166,667
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
474,057
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER
Except as expressly amended and restated below, the Schedule 13D,
as heretobefore filed on behalf of Steven N. Bronson and Private Opportunity
Partners, Ltd., a Florida limited partnership (the "Partnership"), and as
subsequently amended, with respect to the Shares of Common Stock (the "Common
Shares") of CPI Aerostructures, Inc., a New York corporation (the "Issuer"),
remains in full force and effect.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Statement on Schedule 13D is being filed on behalf of
Steven N. Bronson.
(b) Mr. Bronson's business address is 201 South Biscayne
Boulevard, Suite 2950, Miami, Florida 33131.
(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.
(d) Mr. Bronson was not, during the last five years, convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Mr. Bronson was not, 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Bronson acquired the Issuer's Common Shares and warrants to
purchase Common Shares utilizing his personal funds and funds borrowed from
B&B. Mr. Bronson also acquired warrants to purchase Common Shares in
consideration for certain services rendered to the Issuer.
ITEM 4. PURPOSE OF TRANSACTION
Mr. Bronson acquired securities of the Issuer for investment
purposes and may, 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
his position in the Issuer.
As of the date of the event which required filing of this
Statement on Schedule 13D, Mr. Bronson did not have 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;
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(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 474,057 Common Shares, representing approximately 8.0% of the total Common
Shares deemed outstanding. Such Common Shares include 187,500 Common Shares held
of record, and 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 with respect to which Mr. Bronson may be deemed to
have sole voting and dispositive power. In addition, Mr. Bronson may be deemed
to beneficially own 166,667 Common Shares held of record by B&B as its President
and with respect to which Mr. Bronson may be deemed to share voting and
dispositive power.
In addition to the foregoing, Mr. Barber beneficially owns
144,593 Common Shares, consisting of 94,667 Common Shares held of record, and
49,926 Common Shares issuable upon exercise of Consultant's Warrants. Mr. Cassel
beneficially owns 169,332 Common Shares, consisting of (i) 102,499 Common Shares
held of record by Mr. Cassel and his spouse and 14,333 Common Shares held of
record by Mr. Cassel's IRA; and (ii) 52,500 Common Shares issuable upon exercise
of Consultant's Warrants. Eric R. Elliott beneficially owns 48,018 Common
Shares, consisting of 33,334 Common Shares held of record, and 14,684 Common
Shares issuable upon exercise of Consultant's Warrants. Barry J. Booth
beneficially owns 6,333 Common Shares, consisting of 3,000 Common Shares
issuable upon exercise of Consultant's Warrants and 3,333 Common Shares held of
record.
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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. Mr. Bronson also disclaims 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 disclaims 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 (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 R. Elliott purchased Units in this Private Placement. 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.
The Partnership previously owned Common Shares and Placement
Warrants to purchase Common Shares. On each of September 19, 1996 and September
24, 1996, the Partnership sold, in open market transactions, 50,000 Common
Shares at a price of $2.437 and $2.25 per share, respectively. On December 13,
1996, the Partnership sold to B&B the Placement Warrants to purchase 125,000
Common Shares for $62,500. On December 13, 1996 and December 16, 1996, the
Partnership sold, in open market transactions, 100,000 and 50,000 Common Shares,
respectively, at a price of $2.313 and $2.25 per share, respectively. The
Partnership no longer owns any securities of the Issuer.
On October 31, 1996, and December 10, 1996, Mr. Bronson
sold, in open market transactions, 15,000 and 10,000 Common Shares,
respectively, at a price of $2.06 and $2.375 per share, respectively.
On June 27, 1997, the Issuer announced that it was adjusting
the exercise rate of the Placement Warrants and Placement Agent's Warrants
(collectively the "Warrants") to increase the number of Common Shares issuable
upon the exercise of each Warrant from 1 Common Share to 1.33336 Common Shares
effective June 27, 1997 and for the period ended July 28, 1997, which was
subsequently extended to August 4, 1997. The Warrants held by Messrs. Bronson,
Cassel, Elliot and Booth and B&B were subsequently exercised on August 4, 1997
utilizing their personal funds.
(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.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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.
Dated: As of September 9, 1997 /s/ Steven N. Bronson
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Steven N. Bronson
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