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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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.
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)
September 19, 1996 and September 24, 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 7 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 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 150,000
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
311,140
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10 SHARED DISPOSITIVE POWER
275,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
586,140
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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)
9.5%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
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CUSIP No. 125919 Page 3 of 7 Pages
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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 150,000
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
275,000
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
275,000
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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)
4.7%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER
Except as expressly amended below, the Schedule 13D, dated June 19, 1996, as
heretobefore filed on behalf of Steven N. Bronson and Private Opportunity
Partners, Ltd., a Florida limited partnership (the "Partnership"), 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 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5. is hereby amended in its entirety to read as follows:
(a)(b) Mr. Bronson may be deemed to beneficially own an aggregate of 586,140
Common Shares, representing approximately 9.5% of the total Common Shares deemed
outstanding. Such Common Shares include 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").
In addition, Mr. Bronson is the President of the corporate general
partner of the Partnership. The Partnership may be deemed to beneficially own
an aggregate of 275,000 Common Shares, representing approximately 4.7% of the
total Common Shares deemed outstanding. Such Common Shares include 150,000
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. Accordingly, Mr. Bronson shares voting and
dispositive power with respect to such shares and, accordingly, will be deemed
to beneficially own such shares. 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.
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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
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 (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.
On 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.
(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 B - Joint Filing Agreement
5
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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: As of September 24, 1996 By: /s/ Steven N. Bronson, President
----------------------------------
Steven N. Bronson, President
Dated: As of September 24, 1996 /s/ Steven N. Bronson
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Steven N. Bronson
6
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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: As of September 24, 1996 By: /s/ Steven N. Bronson, President
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Steven N. Bronson, President
Dated: As of September 24, 1996 /s/ Steven N. Bronson
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Steven N. Bronson
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