SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) February 21, 2002
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CPI AEROSTRUCTURES, INC.
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(Exact Name of Registrant as Specified in Charter)
New York 1-11398 11-2520310
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
200A Executive Drive, Edgewood, New York 11717
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (631) 586-5200
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 22, 2002, CPI Aerostructures, Inc. ("CPI") announced that
its wholly owned subsidiary, Kolar, Inc. ("Kolar"), would close its facilities
located in Ithaca, New York, and liquidate its assets through a public auction
of its machinery and equipment and the private sale of its real estate.
On February 21, 2002, Kolar sold a substantial portion of its machinery
and equipment at an auction conducted by Daley-Hodkin Corporation at Kolar's
main facility in Ithaca, New York. Proceeds from the auction sale were
approximately $1,350,000 for machinery and equipment owned by Kolar. These
proceeds have been applied to the reduction of certain bank debt having a
principal amount of $2,260,000 outstanding immediately prior to the auction.
Proceeds of approximately $750,000 were also received upon the sale of certain
leased equipment, which were remitted to the lessors (owners of the equipment).
After giving effect to the applications of the proceeds to the bank debt, the
remaining outstanding principal of the bank debt is $910,000. This amount is due
on June 30, 2002 and CPI and Kolar are in the process of negotiating new payment
arrangements with the banks, although there can be no assurance that such
negotiations will be successful. Payment of this amount is guaranteed by CPI and
is secured by a first priority security interest on substantially all of CPI's
assets and Kolar's remaining assets. Kolar remains the owner of machinery and
equipment having a book value of approximately $100,000 that was not sold in the
auction. Such assets are also subject to a second priority security interest in
favor of the former owner of Kolar. No proceeds from the sales of Kolar's assets
will be available for payment of its trade creditors.
Kolar has entered into contracts of sale for the sale of two of the
four parcels of real estate it owns in Ithaca, New York, for an aggregate
contract price (before broker's commissions) of $555,000. It is in negotiation
for a contract regarding a third parcel. The proceeds of these sales, if
completed, will also be applied to reduce the bank debt.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(b) Pro Forma Financial Information
Pro forma financial statements as required pursuant to Article 11 of
Regulation S-X shall be filed by amendment not later than 60 days after the date
that this report on Form 8-K must be filed.
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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 1, 2002 CPI AEROSTRUCTURES, INC.
By: /s/ Edward J. Fred
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Edward J. Fred
President and Chief
Financial Officer