As filed with the Securities and Exchange Commission on June 17, 2003
Registration No. 333-101902
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------
POST -EFFECTIVE AMENDMENT NO. 1
TO
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CPI AEROSTRUCTURES, INC.
(Name of Small Business Issuer in its Charter)
New York 3728 11-2520310
---------- --------------------------- -----------------
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation or
organization)
200A Executive Drive, Edgewood, New York 11717
(631) 586-5200
(Address and telephone number of principal executive offices)
Arthur August, Chairman and Chief
Executive Officer
CPI Aerostructures, Inc.
200A Executive Drive
Edgewood, New York 11717
(631) 586-5200
(Name, Address and Telephone Number of Agent for Service)
Copy to:
David Alan Miller, Esq.
Graubard Miller
600 Third Avenue
New York, NY 10016
Telephone: (212) 818-8800
Facsimile (212) 682-2320
If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ X] 333-01902
ITEM 27. Exhibits
The Registrant hereby amends this Registration Statement in order to include a
current version of the Underwriting Agremeent.
Exhibit Number Name of Exhibit No. in Document
-------------- --------------- ---------------
*1.1 Underwriting Agreement 1.1
3.1 Certificate of Incorporation of the Company, as amended. (1) 3.1
3.1(a) Certificate of Amendment of Certificate of Incorporation filed on July 14, 1998. (2) 3.1(a)
3.2 Amended and Restated By-Laws of the Company. (1) 3.2
***4.7 Form of Warrant issued to Underwriter 4.7
***5.1 Opinion of Graubard Miller 5.1
10.1 1992 Stock Option Plan. (1) 10.3
10.2 1995 Employee Stock Option Plan. (3) 10.4
10.3 Form of military contract. (1) 10.7
10.4 Asset Purchase Agreement, dated September 9, 1997 by and among Kolar Machine, Inc., a 10.19
New York corporation, Daniel Liguori, the Company and Kolar, Inc., a Delaware
corporation and wholly-owned subsidiary of the Company. (5)
10.5 1998 Performance Equity Plan. (2) 10.28
10.6 Performance Equity Plan 2000. (4) 10.29
10.7 Stock Option Agreement, dated August 14, 2001, between Edward J. Fred and the Company. 10.35
(5)
10.8 Stock Option Agreement, dated August 14, 2001, between Arthur August and the Company. 10.36
(6)
10.9 Employment Agreement, dated August 14, 2001, between Edward J. Fred and the Company. 10.37
(7)
10.10 Employment Agreement, dated August 14, 2001, between Arthur August and the Company. (7) 10.38
10.11 Peaceful Possession Agreement, by and among Kolar, Inc., JP Morgan Chase Bank f/k/a/ 10.38
the Chase Manhattan Bank and JP Morgan Leasing, Inc., dated January 24, 2002 (without
schedule). (8)
10.12 Auction Sale Agreement, among Daley-Hodkin Corporation, Kolar, Inc., JP Morgan Chase 10.40
and JP Morgan Leasing, Inc., dated January 10, 2002. (8)
10.13 Amended and Restated Credit Agreement, among the Borrowers, the Lenders and JP Morgan, 10.43
dated June 25, 2002. (9)
Exhibit Number Name of Exhibit No. in Document
-------------- --------------- ---------------
10.14 Form of Replacement Term Note, between Kolar and JP Morgan, dated June 25, 2002. (9) 10.44
10.15 Tranche C Intercreditor and Subordination Agreement, among the Lenders, the Borrowers 10.45
and JP Morgan, dated June 25, 2002. (9)
10.16 Tranche C Term Note, among the Borrowers and JP Morgan, dated June 25, 2002. (9) 10.46
10.17 Amendment to Intercreditor and Subordination Agreement, among the Subordinated Lenders 10.47
(as therein defined), the Borrowers and JP Morgan, dated June 25, 2002. (9)
10.18 Amendment to Guarantee and Collateral Agreement among the Borrowers and JP Morgan, 10.48
dated June 25, 2002. (9)
10.19 Tranche C Mortgage, Fixture Filing and Assignment of Leases and Rents, between Kolar 10.49
and JPMorgan, dated June 25, 2002. (9)
10.20 Amendment to Security Agreement, between the Borrowers and Ralok, dated June 25, 2002. 10.50
(9)
10.21 Amended and Restated Seller Note, between the Borrowers and Ralok, dated June 25, 10.51
2002. (9)
10.22 CPI Seller Guaranty Amendment, among CPI and Ralok, dated June 25, 2002. (9) 10.52
10.23 Seller Mortgage Subordination Agreement, between Ralok and JPMorgan, dated June 25, 10.53
2002. (9)
10.24 Mortgage Modification Agreement, between Kolar and JPMorgan, dated June 25, 2002. (9) 10.54
***10.25 Agreement among Ralok, Inc., the Company and Green & Selfler, as Escrow Agent, dated 10.25
November 26, 2002, regarding right to purchase note.
***10.26 Form of Merger & Acquisition Agreement, between the Underwriter and the Company. 10.26
***10.27 Registration Rights Agreement, between the Registrant and GECapital CFE, Inc. dated 10.27
February 26, 2002.
***10.27.1 Schedule of Omitted Document in the form of Exhibit 10.27, including material detail in 10.27.1
10.27.1 which such document differs from Exhibit 10.27.
***10.28 Letter Agreement Amending Employment Agreement, between Edward J. Fred and the Company, 10.28
dated December 12, 2002.
***10.29 Letter Agreement Amending Employment Agreement, between Edward J. Fred and the Company, 10.29
dated January 1, 2003.
***10.30 Letter Agreement Amending Employment Agreement, between Arthur August and the Company, 10.30
dated January 1, 2003.
Exhibit Number Name of Exhibit No. in Document
-------------- --------------- ---------------
***21.1 Subsidiaries of the Registrant. 21.1
***23.1 Consent of Graubard Miller (included as part of its opinion). N/A
***23.2 Consent of Goldstein Golub Kessler LLP. N/A
***24.1 Power of Attorney (included on signature page). N/A
***99.1 Consent of Person to Become Director. 99.1
-----------------------
* Filed herewith.
** To be filed by amendment.
*** Previously filed.
(1) Filed as an exhibit to the Company's Registration Statement on
Form S-1 (No. 33-49270) declared effective on September 16, 1992
and incorporated herein by reference.
(2) Filed as an exhibit to the Company's Annual Report on Form 10-KSB
for December 31, 1998 and incorporated herein by reference.
(3) Filed as an exhibit to the Company's Annual Report on Form 10-KSB
for December 31, 1995 and incorporated herein by reference.
(4) Filed as an exhibit to the Company's Annual Report on Form 10-KSB
for December 31, 2000 and incorporated herein by reference.
(5) Filed as an exhibit to Schedule 13D filed on behalf of Edward J.
Fred on October 19, 2001 and incorporated herein by reference.
(6) Filed as an exhibit to Schedule 13D filed on behalf of Arthur
August on October 19, 2001 and incorporated herein by reference.
(7) Filed as an exhibit to the Company's Quarterly Report on Form
10-QSB for September 30, 2001 and incorporated herein by
reference.
(8) Filed as an exhibit to the Company's Current Report on Form 8-K
for January 22, 2002, as amended, and incorporated herein by
reference.
(9) Filed as an exhibit to the Company's Current Report on Form 8-K
for June 27, 2002.
(10) Filed as an exhibit to the Company's Annual Report on Form 10-K
for December 31, 1992 and incorporated herein by reference.
(11) Filed as an exhibit to the Company's Current Report on Form 8-K
for April 29, 1994, as amended, and incorporated herein by
reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing this amendment and authorized this registration
statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in Edgewood, New York on June 16, 2003.
CPI AEROSTRUCTURES, INC.
By /s/ Edward J. Fred
-------------------------------------
Edward J. Fred
Chief Executive Officer, President,
acting Chief Financial Officer
(Principal Executive, Accounting and
Financial Officer), Secretary and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
*
Chairman of the Board June 16, 2003
--------------------------------
Arthur August
Chief Executive Officer, June 16, 2003
/s/ Edward J. Fred President, acting Chief
-------------------------------- Financial Officer
Edward J. Fred (Principal Executive,
Accounting and Financial
Officer), Secretary and
Director
* Director June 16, 2003
--------------------------------
Walter Paulick
* Director June 16, 2003
--------------------------------
Kenneth McSweeney
Director
--------------------------------
A. C. Providenti
Director
--------------------------------
Eric Rosenfeld
* By: /s/ Edward J. Fred
------------------
Edward J. Fred,
as Attorney in Fact