<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549
-------------------
SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e) (1) of the Securities Exchange
Act of 1934)
CPI Aerostructures, Inc.
-----------------------
(Name of Issuer)
CPI Aerostructures, Inc.
-----------------------
(Name of Person(s) filing Statement)
Class B Common Share Purchase Warrants)
---------------------------------------
(Title of Class of Securities)
None
------------------------------------
(CUSIP Number of Class of Securities)
Arthur August, President
CPI Aerostructures, Inc.
200A Executive Drive
Edgewood, New York 11717
(516) 586-5200
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on behalf of the Person(s) Filing Statement)
With copies to:
Elliot H. Lutzker, Esq.
Snow Becker Krauss P.C.
605 Third Avenue
New York, New York 10158
(212) 687-3860
June 9, 1997
(Date Tender Offer First Published, Sent or Given to Security Holders)
<PAGE>
Calculation of Filing Fee
- --------------------------------------------------------------------------------
Transaction Valuation Amount of Filing Fee
$2,255,000 (1) $451
- ---------------------- ---------------------
___ Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
Amount previously paid: __________ Filing party:_____________
Form or registration no.:__________ Date filed: _____________
(1) This transaction is valued based on 1,127,500 Warrants exercisable at
$2.00 per share.
-2-
<PAGE>
This statement relates to an offer by CPI Aerostructures, Inc., a New
York corporation (the "Issuer" or the "Company"), upon terms and conditions
approved by the Board of Directors on May 20, 1997 (the "Board Resolutions"), to
temporarily increase the number of shares issuable upon exercise of the
Company's 1,127,500 outstanding Class B Common Share Purchase Warrants issued in
the Company's private placement dated May 10, 1996 (the "Class B Warrants"),
effective upon the filing of this statement until July 14, 1997 unless extended
by the Board of Directors.
Each Class B Warrant currently entitles the registered holders thereof
upon exercise to purchase one Common Share, par value $.001, or an aggregate of
1,127,500 shares, at $2.00 per share. The number of shares issuable upon
exercise of the Class B Warrants shall be increased to 1.333 shares. The Class B
Warrants were initially issued in the private placement as parts of Units each
consisting of 25,000 Common Shares and 12,500 Class B Warrants. Thus far each
Unit of 12,500 Class B Warrants, the holder will have the opportunity to receive
16,667 Common Shares through July 14, 1997, when the number reverts to the
current number of Common Shares issuable. Thus, while the number of shares
issuable upon exercise of the Class B Warrants is increased by 33%, the per
share Warrant exercise price shall effectively be reduced to $1.50 per share.
The registration fee for this statement is based on the possible issuance of an
aggregate of 1,127,500 Common Shares at an original exercise price of $2.00.
Item 1. Security and Issuer.
(a) The name of the Company is CPI Aerostructures, Inc. The address of its
principal executive office is 200A Executive Drive, Edgewood, NY 11717.
(b) The securities being sought are any and all of the Company's Class B
Warrants, to be exercised each for 1.333 Common Shares until July 14,
1997. There are 1,127,500 Class B Warrants presently outstanding.
Information with respect to the exact amount of securities being sought
and the consideration being offered therefor is incorporated by
reference to the Board Resolutions. Officers, Directors and Affiliates
of the Company own no Class B Warrants.
(C) There is currently no established trading market for the Class B
Warrants.
(d) Not applicable; the Issuer is filing this statement.
Item 2. Source and Amount of Funds or Other Compensation.
No funds or other consideration are being offered by the Company for
the exercise of the Class B Warrants.
Item 3. Purpose of Tender Offer and Plans or Proposals of the Issuer or
Affiliate.
Information concerning the purpose of the subject tender offer and the
planned disposition of the securities is incorporated herein by reference to the
Minutes of a Special Meeting of the
-3-
<PAGE>
Board of Directors of CPI Aerostructures, Inc., dated May 20, 1997. There are
no present plans or proposals which relate to 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, except
as set forth in Exhibit 9(b);
(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, but not limited to, any plans or proposals to change the
number of the terms of directors, to fill any existing vacancy on the
board or to change any material term of the employment contract of any
executive officer;
(e) Any material change in the present dividend rate or policy, or
indebtedness or capitalization of the issuer;
(f) Any other material change in the issuer's corporate structure or
business, including, if the issuer is a registered closed-end investment
company, any plans or proposals to make, any changes in its investment
policy for which a vote would be required by Section 13 of the
Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
the issuer by any person;
(h) Causing a class of equity security of the issuer to be delisted 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 security of the issuer becoming eligible for
termination of registration pursuant to Section 12(g) (4) of the Act;
or
(j) The suspension of the issuer's obligation to file reports pursuant to
Section 15(d) of the Act.
Item 4. Interest in Securities of the Issuer.
Neither the Company nor, to the best knowledge of the Company, any of
the Executive Officers or Directors of the Company or any associate or
subsidiary of any of the foregoing, has
-4-
<PAGE>
engaged in any transactions involving the Class B Warrants during the 40
business days prior to the date hereof.
Item 5. Contracts, Arrangements, Understandings or Relationships With
Respect to the Issuer's Securities.
None
Item 6. Persons Retained, Employed or to be Compensated.
None
Item 7. Financial Information.
(a) Incorporated by reference are the financial statements which are
included in and are part of the Annual Report on Form 10-KSB for
December 31, 1996.
(b) The effect of the issuer tender offer is not expected to have a
material effect on the Company's financial statements.
Item 8. Additional Information. None
Item 9. Material to be Filed as Exhibits.
(a) Minutes of the Board of Directors of CPI Aerostructures, Inc., dated
May 20, 1997.
(b) Notice to Class D Warrant holders dated June 9, 1997 with form
of election.
(c) Press release dated June 3, 1997.
SIGNATURE
After due 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
June 5, 1997
CPI Aerostructures, Inc.
/s/ Arthur August
---------------------------------
Signature
Arthur August, President
<PAGE>
Exhibit 9(a)
MINUTES OF SPECIAL MEETING OF THE
BOARD OF DIRECTORS
OF
CPI AEROSTRUCTURES, INC.
May 20, 1997
A special meeting (the "Meeting") of the Board of Directors of CPI
Aerostructures, Inc. (the "Company") was held, upon notice duly given, at 10:45
a.m. (E.S.T.) on May 20, 1997. Present at the meeting were Arthur August,
Theodore J. Martines, Walter Paulick and Stanley Wunderlich constituting the
entire Board of Directors of the Company. Also present at the invitation of the
Company were Elliot H. Lutzker, counsel to the Company; Neal Rosenberg, auditor
to the Company; Edward Fred - Controller; and John Anarella - investor
relations. Mr. August acted as Chairman of the Meeting and Mr. Lutzker acted as
Secretary of the Meeting.
The Chairman stated that the first item on the agenda was the approval of a
temporary change to the exercise terms of the Company's Class B Common Share
Purchase Warrants ("Class B Warrants"). After a brief discussion, upon motion
duly made, seconded and unanimously approved, it was:
RESOLVED, that effective upon the filing of a Schedule 13 E-4 with the
Securities and Exchange Commission the number of shares issuable upon
exercise of the Class B Warrants issued in the Company's private placement
dated May 10, 1996, held by those parties as set forth in Schedule A
attached hereto, currently exercisable each one for share, shall be
increased for at least a thirty (30) day period, to 1.333 shares, or an
aggregate of 16,667 Common Shares for each Unit issued in the private
placement, as compared with 12,500 Common Shares currently issuable. The
current exercise price of $2.00 per share shall effectively be reduced to
$1.50 per share until the number of Common Shares issuable reverts to one
share per Warrant; and it is further
RESOLVED, that the Company is hereby authorized to give notice to the
holders of the Class B Warrants, informing such holders of the above
corporate action; and it is further
<PAGE>
RESOLVED, that the appropriate officers of the Company be, and hereby are,
authorized to take such further action and to do such further acts as to
them may be deemed necessary, proper, convenient or desirable to effectuate
the intent of the foregoing resolutions; and it is further
RESOLVED, that the form, terms and provisions of the Financial Consulting
Agreement by and among the Company and BC Capital Corp. ("BC Capital")
dated May 20, 1997 in which the Company and BC Capital agree that BC
Capital shall provide consulting services in connection with the Company's
proposed acquisition of Kolar Machine, Inc. ("Kolar"), are hereby ratified
and confirmed in all respects and the proper officers of the Company are
hereby authorized and directed to enter into the BC Capital Agreement in
the form presented to the Board on this date; and it is furhter
RESOLVED, that for purposes of the Company's planned acquisition of Kolar,
the consulting agreement by and among the Company, Barber & Bronson
Incorporated and BC Capital dated May 20, 1997 supersedes any obligations
of the Company under the Company's Financial Consulting Agreement with
Barber & Bronson Incorporated, dated April 3, 1996.
A discussion followed concerning the Company's efforts to negotiate the
terms of the proposed acquisition of Kolar wherein the Board authorized
management to continue to negotiate and report back to the Board.
There being no further business to come before the meeting after a brief
discussion, upon motion duly made, seconded and unanimously approved the meeting
was adjourned at 11:30 a.m.
By: /s/Elliot H. Lutzker
-----------------------------
Elliot H. Lutzker, Secretary
3
<PAGE>
Exhibit 9(b)
NOTICE
TO HOLDERS OF CPI AEROSTRUCTURES, INC.
CLASS B COMMON SHARE PURCHASE WARRANTS
June 9, 1997
In compliance with Rule 13E-4 of the Securities Exchange Act of 1934, as
amended, the Board of Directors of CPI Aerostructures, Inc. ("the Company"), has
increased the number of shares issuable upon exercise of the Company's Class B
Common Share Purchase Warrants (the "Class B Warrants") issued in the Company's
private placement dated May 10, 1996 from one to 1.333 Common Shares effective
as of June 9, 1997 for the period ending July 14, 1997 (the "Expiration Date"),
unless extended by the Board of Directors. The Class B Warrants were initially
issued in the private placement as parts of Units each consisting of 25,000
Common Shares and 12,500 Class B Warrants. Thus for each Unit of 12,500 Class B
Warrants, the holder will have the opportunity to receive 16,667 Common Shares
at an aggregate cost of $25,000. Therefore, the original exercise price of $2.00
per share shall effectively be reduced to $1.50 until the Expiration Date. On
the Expiration Date, the number of Common Shares issuable shall return to the
now current one Common Share per Class B Warrant, or 12,500 Common Shares per
Unit.
Any holder of the Company's Class B Warrants who tenders such warrants on or
after June 4, 1997 and before the Expiration Date, may withdraw its tender of
such Warrants for exercise at anytime prior to 5:00 p.m. EDT on July 14, 1997,
which date may be extended by the Company at its sole discretion and in
compliance with applicable securities laws. Upon any such withdrawal, the
Company shall forthwith return to the holder the Exercise Price and the Class B
Warrants tendered. In the event the Company does not obtain the required
approval of the Securities and Exchange Commission by the Expiration Date,
unless extended by the Company, the Company's offer shall be deemed withdrawn as
of July 14, 1997, and all monies and Class B Warrants shall be returned to the
respective persons tendering the same without interest or deduction.
Enclosed with this notice are copies of the Company's Schedule 13E-4, its
Annual Report on Form 10-KSB for December 31, 1996 and its Quarterly Report on
Form 10-QSB for March 31, 1997.
Please use the attached form when exercising Class B Warrants.
<PAGE>
CPI Aerostuctures, Inc.
200A Executive Drive
Edgewood, NY 11717
Phone: (516) 586-5200
ELECTION FORM
I,______________________________________, hereby exercise CLASS B WARRANTS for
________________shares(1) of CPI Aerostructures, Inc. Common Stock at $2.00 per
share(2)
Attached is a check for $_________ to cover this purchase.(3)
______________________________
Signature
______________________________
Date
__________________
(1) The number of Common Shares per Warrant has been increased thru July 14,
1997 from one to 1.333 or from 12,500 to 16,667 Common Shares per Unit.
(2) Original Warrant must accompany the Election Form.
(3) This election form may be hand delivered or faxed to CPI Aerostructures,
Inc. If faxed, your payment must be received at CPI Aerostructures, Inc.
within 5 days of the faxing of this form. Please request wire transfer
instructions which are available from CPI Aerostructures, Inc. if you wish
to use this service to make your payment.
<PAGE>
Exhibit 9(c)
[LOGO]
AEROSTRUCTURES, INC.
200A EXECUTIVE DRIVE * EDGEWOOD, NEW YORK 11717
(516) 586-5200 * FAX (516) 586-5814
FOR IMMEDIATE RELEASE CONTACT: EDWARD J. FRED
CONTROLLER
(516) 586-5200
STANLEY WUNDERLICH
CORPORATE DEVELOPMENT
CONSULTANT
(800) 625-2236
CPI AEROSTRUCTURES SIGNS LETTER OF INTENT TO ACQUIRE PRECISION MACHINING AND
ASSEMBLY MANUFACTURER WITH 1996 REVENUES IN EXCESS OF $13 MILLION.
Edgewood, N.Y. (June 3, 1997 - CPI Aerostructures, Inc. (NASDAQ Symbol: CPIA)
today announced that it has signed a letter of intent to acquire a privately
owned precision machining and assembly manufacturer, servicing the electronics
industry, including computer and microwave device manufacturers, as well as the
materials handling, aerospace and banking industries. For the fiscal year ending
December 31, 1996, the private company had unaudited revenues of approximately
$13.7 million with a high gross profit margin. The Company said the purchase
will be an all cash transaction, which will be non-dilutive to current
shareholders but did not disclose any additional terms and conditions of the
agreement.
Commenting on the letter of intent, CPI's CEO Arthur August said "This
transaction fits very well with CPI's management capabilites and technical
strengths, and also diversifies CPI into fast growing businesses such as the
semiconductor, electronic banking and automated electronics industries. The
proposed acquisition has a very prestigious customer base servicing several
Fortune 500 companies. We feel confident the acquisition will have a positive
impact on 1997 earnings and significally increase CPI's revenues and earnings in
the coming years."
CPI anticipates closing this transaction during the third quarter of 1997,
subject to the audit of the financial statements, due-diligence, financing and
other customery conditions.
The above statements discussed in this release include forward looking
statements that involve risks and uncertainties, including the timely delivery
and acceptance of the Company's products and the other risks detailed from time
to time in the Company's SEC reports.
Founded in 1980, CPI Aerostructures, Inc. produces structural aircraft parts and
sub-assemblies for the commercial and military sector of the aircraft industry.
The Company's operations consist primarily of incorporating component aircraft
parts into complex sub-assemblies to satisfy specific customer requirements and
precise certification standards.
