Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
______________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): March 30,
2010
CPI AEROSTRUCTURES,
INC.
(Exact
Name of Registrant as Specified in Charter)
New York
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001-11398
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11-2520310
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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60 Heartland Boulevard, Edgewood, New
York
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11717
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(631)
586-5200
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e 4(c))
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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On March
30, 2010, CPI Aerostructures, Inc. (the “Company”) entered
into a placement agency agreement (the “Placement Agency
Agreement”) with Roth Capital Partners, LLC (the “Placement Agent”),
relating to the sale by the Company of up to 500,000 shares of the Company’s
common stock, par value $0.001 per share (the “Shares”), at a public
offering price of $7.80 per share, in a “registered direct” offering primarily
to institutional investors (the “Offering”). Under
the terms of the Placement Agency Agreement, the Placement Agent agreed to use
its best efforts to sell the Shares, but did not guarantee that it would be able
to do so, and the Company agreed to pay to the Placement Agent a fee equal to
7.0% of the aggregate public offering price of the Shares sold in the
Offering. On March 30, 2009, the Company also entered into
subscription agreements (the “Subscription
Agreements”) with investors for the purchase of all of the
Shares. The net proceeds to the Company are expected to be
approximately $3.5 million after deducting the aggregate Placement Agent’s fee
of $273,000 and the estimated expenses payable by the Company in connection with
the Offering.
The
Offering is being made pursuant to a prospectus supplement dated March 30, 2010
and an accompanying base prospectus dated September 17, 2009, which are part of
the Company’s “shelf” Registration Statement on Form S-3 (File No. 333-161978)
that was declared effective on October 22, 2009. The Offering is expected to
close on or about April 6, 2010, subject to customary closing conditions
contained in the Placement Agency Agreement and the Subscription
Agreements.
The
Placement Agent Agreement also contains customary representations, warranties,
and agreements by the Company, indemnification obligations of the Company and
the Placement Agent, including for liabilities under the Securities Act of 1933,
as amended, other obligations of the parties and termination
provisions.
The
Placement Agency Agreement and the form of Subscription Agreement are attached
hereto as Exhibits 1.1 and 10.1, respectively, and are incorporated herein by
reference. The foregoing description does not purport to be complete and is
qualified in its entirety by reference to such exhibits.
The
Placement Agency Agreement has been included to provide investors and security
holders with information regarding its terms. It is not intended to provide any
other factual information about the Company. The representations, warranties and
covenants contained in the Placement Agency Agreement were made only for
purposes of such agreement and as of specific dates, were solely for the benefit
of the parties to such agreement, and may be subject to limitations agreed upon
by the contracting parties, including being qualified by confidential
disclosures exchanged between the parties in connection with the execution of
the Placement Agency Agreement.
On March
31, 2010, the Company issued a press release announcing the Offering. The press
release is attached to this Current Report as Exhibit 99.1.
Item
9.01.
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Financial
Statement and Exhibits.
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Exhibit
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Description
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1.1
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Placement
Agency Agreement, dated March 30, 2010, between CPI Aerostructures, Inc.
and Roth Capital Partners, LLC.
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5.1
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Opinion
of Graubard Miller.
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10.1
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Form
of Subscription Agreement.
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23.1
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Consent
of Graubard Miller (included as part of Exhibit 5.1).
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99.1
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Press
release.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated:
March 31, 2010
CPI
AEROSTRUCTURES, INC.
By:
/s/ Vincent Palazzolo
Vincent
Palazzolo
Chief
Financial Officer
EXHIBIT
INDEX
Exhibit
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Description
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1.1
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Placement
Agency Agreement, dated March 30, 2010, between CPI Aerostructures, Inc.
and Roth Capital Partners, LLC.
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5.1
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Opinion
of Graubard Miller.
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10.1
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Form
of Subscription Agreement.
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23.1
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Consent
of Graubard Miller (included as part of Exhibit 5.1).
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99.1
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Press
release.
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