------------------------------------
OMB APPROVAL
------------------------------------
OMB Number: 3235-0060
Expires: March 31, 2006
Estimated average burden
hours per response............2.64
------------------------------------
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): May 24, 2005
------------
CPI AEROSTRUCTURES, INC.
------------------------
(Exact Name of Registrant as Specified in Charter)
New York 1-11398 11-2520310
- -------------------------------- ---------------- -----------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
60 Heartland Blvd, Edgewood, New York 11717
- ---------------------------------------------------- --------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (631) 586-5200
--------------
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 -- EXECUTION OF A MATERIAL, NON-ORDINARY COURSE AGREEMENT
On March 22, 2005, the Board of Directors of CPI Aerostructures, Inc.
("Company") approved an amendment to the Company's Performance Equity Plan 2000
("Plan") to increase the number of shares of common stock available for issuance
under the Plan from 830,000 shares of common stock to 1,230,000 shares of common
stock. On May 24, 2005, the shareholders of the Company approved the amendment
to the Plan. A copy of the amendment to the Plan is included as Exhibit 10.6.1
hereto.
ITEM 9.01 -- FINANCIAL STATEMENT AND EXHIBITS
10.6.1 Amendment to the Performance Equity Plan 2000
2
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: May 24, 2005 CPI AEROSTRUCTURES, INC.
By: /s/ Edward J. Fred
---------------------------------
Edward J. Fred
Chief Executive Officer
3
