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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A No.1
[X] Annual Report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 (Fee required)
For the fiscal year ended December 31, 1996
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[ ] Transition Report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No fee required)
For the transition period from ______________ to _________________
Commission file number 1-11398
CPI AEROSTRUCTURES, INC.
(Name of Small Business Issuer in Its Charter)
New York 11-2520310
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(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
200A Executive Drive, Edgewood, New York 11717
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(Address of Principal Executive Offices) (Zip Code)
(516) 586-5200
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(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act:
Name of Each Exchange on Which
Title of Each Class Each Class is Registered
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None None
Securities registered under Section 12(g) of the Act:
Common Stock, $.001 par value per share
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(Title of Class)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for past 90 days.
Yes _X_ No ___
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
The issuer's revenues for it's most recent fiscal year were $6,769,712.
The aggregate market value of the 4,781,710 shares of voting stock held
by non-affiliates computed by reference to the closing price at which the stock
was sold on March 3, 1997 was $9,563,420.
As of March 3, 1997, the Issuer had 5,876,710 shares of Common Stock,
$.001 par value, outstanding.
Transitional Small Business Disclosure Format: Yes ___ No _X_
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Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
For information concerning employment agreements with, compensation of,
and stock options granted to the Company's executive officers and directors, see
"Item 10. Executive Compensation -- Employment Agreements; and Stock Options."
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 changes in the capitalization or
corporate structure of the Company, and advising the Company in connection with
potential mergers or 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.
Item 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K
(a) Exhibits
3.1 Certificate of Incorporation of the Registrant, as
amended.(1)
3.2 Amended and Restated By-Laws of the Registrant.(1)
4.1 Form of Underwriter's Warrants issued to the
Underwriter.(1)
4.2 Form of Registration Rights Agreement dated June 17,
1996. (9)
4.3 Form of Subscription Agreement. (9)
4.4 Form of Placement Agent Warrants dated June 17, 1996 (9)
4.5 Form of Consultant's Warrants dated April 3, 1996 (9)
4.6 Form of Redeemable Common Share Purchase Warrant dated
June 17, 1996. (9)
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10.1 Employment Agreement between Registrant and Arthur August
dated September 15, 1995. (8)
10.2 Employment Agreement between Registrant and Theodore J.
Martines dated September 15, 1995. (8)
10.3 1992 Stock Option Plan. (1)
10.4 1995 Employee Stock Option Plan.
10.5 Rohr Basic Purchase Agreement dated October 5, 1988 for
PW300 Pylon Assembly on BAC 125-100 Executive Jet.(1)
10.6 Rohr Basic Purchase Agreement dated March 12, 1991 for
Apron Assembly on McDonnell Douglas MD-90.(1)
10.7 Rohr Basic Purchase Agreement dated May 8, 1990 for
Boeing 757 Lower Pan Assembly.(1)
10.8 Form of military contract.(1)
10.9 Purchase Orders and Agreement with subcontractor, Wyman
Gordon Composites, for the McDonnell Douglas MD-90.(1)
10.10 Memorandum of Agreement Concerning Select Supplier
Program dated January 30, 1990 by and between the Company
and Rohr Industries, Inc.(1)
10.11 Registrant's Sick Pay Plan.(1)
10.12 Basic Agreement for Sub-Assembly dated December 10, 1992
by and between the Registrant and Mitsui & Co. (U.S.A.),
Inc.(2)
10.13 Lock-Up/Modification Agreement dated September 24, 1994 by and
between the Company and Whale Securities Co., L.P.
(6)
10.14 First Amendment to BPA MD-90-AP-91-CPI by and between the
Company and Rohr, Inc. for MD90 V2500 Apron Assembly. (6)
10.15 Lease dated November 15, 1995 by and between the Company
and Heartland Rental Properties Partnership for the
Company's facilities in Edgewood, New York. (8)
10.16 Contract of Sale dated July 1995, between the Company and
Triangle Electronics Group, Inc. for sale of the
Company's facilities in Ronkonkoma, New York. (8)
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10.17 Solicitation Contract dated September 19, 1995 from the
Department of the Air Force. (8)
10.18 Solicitation Contract dated September 22, 1995 from the
Department of the Air Force. (8)
10.19 Consulting Agreement between the Company and Stanley
Wunderlich dated as of January 1, 1996. (8)
10.20 Placement Agent Agreement dated May 10, 1996 between the
Company and the Placement Agent. (9)
10.21 Financial Consulting Agreement dated April 3, 1996
between the Company and the Placement Agent. (9)
10.22 Financial Consulting Agreement dated September 11, 1996
between the Company and Andreas Zigouras.
10.23 Line of Credit Agreement dated September 15, 1996 between
the Company and The Chase Manhattan Bank.
10.24 Termination letter dated June 28, 1996 between Chrysler
Capital Corporation and the Company.
11.1 Statement regarding computation of per share earnings.(2)
16.1 Letter on change in certifying accountant. (7)
21.1 Subsidiaries of the Registrant. (None)
*23.1 Consent of Goldstein Golub Kessler & Company, P.C.
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*Filed with this Amendment.
(1) Filed as an exhibit to the Company's Registration Statement on
Form S-1 (No. 33-49270) declared effective on September 16, 1992
and incorporated herein by reference.
(2) Filed as an exhibit to the Company's Annual Report on Form 10-K for December
31, 1992 and incorporated herein by reference.
(3) Filed as an exhibit to Post-Effective Amendment No. 2 to the
Company's Registration Statement on Form S-1 (No. 33-49270)
declared effective on October 26, 1993 and incorporated herein by
reference.
(4) Filed as an exhibit to the Company's Annual Report on Form 10-K for December
31, 1993 and incorporated herein by reference.
(5) Filed as an exhibit to the Company's Registration Statement on
Form SB-2 (No. 33-83150) declared effective October 7, 1994 and incorporated
herein by reference.
(6) Filed as ans exhibit to the Company's Annual Report on Form 10-K KSB for
December 31, 1994 and incorporated herein by reference.
(7) Filed as exhibit to the Company's Current Report on Form 8-K for April 29,
1994, as amended, and incorporated herein by reference.
(8) Filed as an exhibit to the Company's Annual Report on Form 10-KSB for
December 31, 1996, as amended, and incorporated herein by reference.
(9) Filed as an exhibit to the Company's Current Report of Form 8-K for
June 19, 1996 and incorporated herein by reference.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the quarter
ended December 31, 1996.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: March 26, 1997 CPI AEROSTRUCTURES, INC.
By: /s/ Arthur August
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Arthur August,
President
In accordance with the Exchange Act, this Report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated:
Signature Title Date
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/S/ Arthur August Chairman of the Board, March 26, 1997
- ------------------------ President (Principal
Arthur August Executive Officer)
and Director
/S/ Theodore J. Martinez Executive Vice March 26, 1997
- ------------------------ President (Principal
Theodore J. Martinez Accounting and Financial
Officer) and Director
/S/ Stanley Wunderlich Director March 26, 1997
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Stanley Wunderlich
/S/ Walter Paulick Director March 26, 1997
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Walter Paulick
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EXHIBIT
Exhibit No.
Exhibit Index
23.1 Consent of Goldstein Golub Kessler & Company, P.C.
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LOGO
GOLDSTEIN GOLUB KESSLER & COMPANY, P.C.
Certified Public Accountants and Consultants
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LOGO
INDEPENDENT AUDITOR'S CONSENT
To the Board of Directors and Shareholders
CPI Aerostructures, Inc.
We hereby consent to incorporation by reference in the Registration Statement
(No. 333-11669) on Form S-8 of our report dated February 10, 1997 related to the
balance sheet of CPI Aerostructures, Inc. as of December 31, 1996, and the
related statements of income, shareholders' equity, and cash flows for each of
the two years in the period ended December 31, 1996, which report appears in the
December 31, 1996 annual report on Form 10-KSB of CPI Aerostructures, Inc.
/s/ Goldstein Golub Kessler & Company, P.C.
GOLDSTEIN GOLUB KESSLER & COMPANY, P.C.
New York, New York
March 28, 1997
1185 Avenue of the Americas New York, NY 10036-2602
TEL 212 372 1000 FAX 212 372 1001 WEB http://www.ggk.com
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