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SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549
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AMENDMENT NO. 2
TO
SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e) (1) of the Securities Exchange
Act of 1934)
CPI Aerostructures, Inc.
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(Name of Issuer)
CPI Aerostructures, Inc.
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(Name of Person(s) filing Statement)
Class B Common Share Purchase Warrants
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(Title of Class of Securities)
None
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(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 27, 1997
(Date Tender Offer First Published, Sent or Given to Security Holders)
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Calculation of Filing Fee
- --------------------------------------------------------------------------------
Transaction Valuation Amount of Filing Fee
$2,255,000 (1) $451
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X 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: $451 Filing party: ISSUER
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Form or registration no.: 13E-4 Date filed: 6/6/97
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(1) This transaction is valued based on 1,127,500 Warrants exercisable at $2.00
per share.
2
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This statement relates to the extension by the Board of Directors of
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, as amended (the "Board Resolutions") and on July 25, 1997 (the
"Unanimous Written Consent"), to extend the expiration date for the Company's
temporary increase in the number of shares issuable upon exercise of the
Company's 1,127,500 outstanding Class B Common Share Purchase Warrants (the
"Class B Warrants") issued in the Company's private placement dated May 10, 1996
(the "Private Placement"), until August 4, 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 1.33336 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 for each
Unit of 12,500 Class B Warrants, the holder will have the opportunity to receive
16, 667 Common Shares through August 4, 1997, when the number reverts to the
current number of Common Shares issuable. Thus, the number of shares issuable
upon exercise of the Class B Warrants is increased by 33%, and 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 1.33336 Common
Shares until August 4, 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 and the Unanimous Written
Consent. 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.
3
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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 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.
4
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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 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 B Warrant holders dated June 27, 1997 with
form of election.
(c) Press Release dated June 3, 1997.
*(d) Unanimous Written Consent of the Board of Directors of CPI
Aerostructures, Inc., dated July 25, 1997.
*(e) Notice to Class D Warrant holders dated July 28, 1997 with
form of election.
*(f) Press release dated July 28, 1997.
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*Filed with this Amendment.
5
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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.
July 28, 1997
CPI Aerostructures, Inc.
By:
------------------------
Arthur August, President
6
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ACTION OF THE BOARD OF DIRECTORS OF
CPI AEROSTRUCTURES, INC.
TAKEN WITHOUT A MEETING
BY WRITTEN CONSENT
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Pursuant to Section 708(b) of the
New York Business Corporation Law
of the State of New York
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The following action is taken by all of the directors of CPI
Aerostructures, Inc., a New York corporation (the "Company"), by written
consent, without a meeting as of July 25, 1997, pursuant to Section 708(b) of
the New York Business Corporation Law:
RESOLVED, that the expiration date of the temporary
adjustment of the exercise rate of the Class B Common Share
Purchase Warrants of the Company (the "Class B Warrants") as
was approved at the May 20, 1997 Special Meeting of the board
of directors of the Company, is extended from July 28, 1997 to
August 4, 1997; and be it further
RESOLVED, that the officers of the Company be, and
hereby are, authorized and directed to take all such actions
as any one such officer shall deem necessary, desirable or
expedient to further extend the temporary adjustment of the
exercise rate of the Class B Warrants to carry out the intent
and purpose of the temporary adjustment of the exercise rate
of the Class B Warrants; and be it further
RESOLVED, that the officers of the Company be, and
each of them hereby is, authorized and directed to take all
such actions as any one such officer shall deem necessary,
desirable or expedient to carry out the intent and purpose of
the foregoing resolutions, including, without limitation,
executing, delivering and filing agreements, certificates and
other documents, the taking of each such action to be deemed
conclusive evidence of such officer's determination pursuant
to the authority expressed herein; and be it further
RESOLVED, that the Secretary of the Company be, and
he hereby is, directed and instructed to file this Consent in
the minute book of the Company with the minutes of proceedings
of the Board of Directors.
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This Unanimous Written Consent of the Board of Directors of the Company
may be executed in one or more counterparts, each of which shall be deemed to be
an original, and all of which together shall be deemed to be one and the same
instrument.
The undersigned, being all of the directors of the Company, do hereby
consent to the foregoing action as of the date first above written.
/s/ Arthur August /s/ Theodore J. Martines
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Arthur August Theodore J. Martines
/s/ Walter Paulick /s/ Stanley Wunderlich
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Walter Paulick Stanley Wunderlich
<PAGE>
NOTICE
TO HOLDERS OF CPI AEROSTRUCTURES, INC.
CLASS B COMMON SHARE PURCHASE WARRANTS
July 28, 1997
On June 27, 1997, in compliance with Rule 13E-4 of the Securities Exchange Act
of 1934, the Board of Directors of CPI Aerostructures, Inc. ("the Company"),
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 (the "Private Placement") from one to
1.33336 Common Shares effective as of June 27, 1997 for the period ending July
28, 1997 unless extended by the Board of Directors. The Board of Directors of
the Company has now extended the exercise period to August 4, 1997 (the
"Expiration Date").
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 before
the Expiration Date, may withdraw its tender of such Warrants for exercise at
anytime prior to 5:00 p.m. EDT on August 4, 1997, which date may be extended by
the Company at its sole discretion. Upon any such withdrawal, the Company shall
forthwith return to the holder the Exercise Price and the Class B Warrants
tendered without interest or deduction.
Please execute the attached Election Form and Investment Representation Letter
when exercising Class B Warrants.
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CPI Aerostructures, Inc.
200A Executive Drive
Edgewood, NY 11717
Phone: (516) 586-5200
ELECTION FORM
I, ________________________________, hereby exercise CLASS B WARRANTS for
___________________Common Shares\1 of CPI Aerostructures, Inc. at $2.00 per
share.\2
Attached is a check for $________ to cover this purchase.\3
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Signature
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Home Address
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Social Security Number
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Date
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1\The number of Common Shares per Warrant has been increased through
August 4, 1997 from one to 1.33336 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 North American
Transfer Co., 147 Merrick Road, Freeport, New York 11520, Attn: Phyllis Moore,
Phone: (516) 379-8501, Fax: (516) 379-8525. If faxed, your payment must be
received at North American Transfer Co. within 5 days of the faxing of this
form. Please request wire transfer instructions which are available from North
American Transfer Co. if you wish to use this service to make your payment.
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[AEROSTRUCTURES, INC. LETTERHEAD]
IMMEDIATE RELEASE CONTACT: EDWARD J. FRED
CONTROLLER (516) 586-5200
STANLEY WUNDERLICH
CORPORATE DEVELOPMENT
CONSULTANT
(800) 625-2236
CPI AEROSTRUCTURES, INC. EXTENDS DATE FOR EXERCISE OF CLASS B
COMMON SHARE PURCHASE WARRANTS PURSUANT TO THE COMPANY'S
TEMPORARY INCREASE IN THE NUMBER OF SHARES ISSUABLE UPON EXERCISE
OF ITS CLASS B WARRANTS
Edgewood, N.Y. (July 28, 1997) - CPI Aerostructures, Inc. (NASDAQ Symbol: CPIA)
today announced that it has extended the time for exercise of its Class B Common
Share Purchase Warrants pursuant to the Company's temporary increase in the
number of shares issuable upon exercise of its warrants. The Company extended
the time for exercise from July 28, 1997 to 5:00 p.m (E.S.T.) on August 4, 1997.
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.
