As
filed with the Securities and Exchange Commission on August 22, 2017
Registration
No. 333-_______
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
CPI
AEROSTRUCTURES, INC.
(
Exact
Name of Registrant as Specified in Its Charter
)
|
|
New
York
|
11-2520310
|
|
|
|
(
State or Other
Jurisdiction of
|
(
I.R.S. Employer
|
|
|
|
Incorporation
or Organization
)
|
Identification
Number
)
|
|
91
Heartland Boulevard
Edgewood,
New York 11717
(631)
586-5200
(
Address,
Including Zip Code, and Telephone Number, Including Area Code, of
Registrant’s Principal Executive Office
)
Douglas
McCrosson
President
and Chief Executive Officer
CPI
Aerostructures, Inc.
91
Heartland Boulevard
Edgewood,
New York 11717
(631)
586-5200
(
Name,
Address, Including Zip Code, and Telephone Number, Including Area Code, of
Agent for Service
)
Copies
to
:
David
Alan Miller, Esq.
Graubard
Miller
405
Lexington Avenue, 11
th
Floor
New
York, New York 10174
Telephone:
(212) 818-8800
Fax:
(212) 818-8881
Approximate
date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
If
the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. ☐
If
any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box. ☒
If
this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ☐
If
this form is a post-effective amendment filed pursuant to Rule 462(c) 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. ☐
If
this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
|
Non-accelerated filer ☐
|
Smaller reporting company ☒
|
|
(Do not check if a smaller reporting company)
|
Emerging
growth company ☐
|
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act.
CALCULATION
OF REGISTRATION FEE
Title
of each class of
securities to be registered
|
Amount
to be registered
|
Proposed
maximum offering price
per unit
|
Proposed
maximum aggregate
offering price
|
Amount
of registration fee
|
|
Common
stock, par value $.001 per share
|
(1)(2)
|
(1)(2)
|
(1)(2)
|
—
|
|
Preferred
stock, par value $.001 per share
|
(1)(2)
|
(1)(2)
|
(1)(2)
|
—
|
|
Warrants
|
(1)(2)
|
(1)(2)
|
(1)(2)
|
—
|
|
Debt
Securities
|
(1)(2)
|
(1)(2)
|
(1)(2)
|
—
|
|
Units(3)
|
(1)(2)
|
(1)(2)
|
(1)(2)
|
—
|
|
Total
|
|
|
$40,000,000
|
$4,636(4)
|
|
|
(1)
|
This
registration statement covers such indeterminate number of shares of common stock and
preferred stock, such indeterminate number of warrants and units, and such indeterminate
principal amount of debt securities of the registrant have an aggregate initial offering
price not to exceed $40,000,000. Any of the securities registered hereunder may be sold
separately, or as units of other securities registered hereby. The securities registered
hereunder are to be issued from time to time at prices to be determined. The securities
registered hereunder also include such indeterminate number of securities registered
hereby as may be issued upon conversion or exchange of preferred stock or debt securities
that provide for conversion or exchange, upon exercise of warrants or pursuant to the
antidilution provisions of any such securities. In addition, pursuant to Rule 416 under
the Securities Act of 1933, as amended, this registration statement shall be deemed to
cover such additional number of securities as may be offered or issued in connection
with any stock splits, stock dividends or similar transactions.
|
|
|
(2)
|
Omitted
pursuant to General Instruction II.D of Form S-3 and Rule 457(o) promulgated under the
Securities Act of 1933, as amended. The proposed amount to be registered, maximum offering
price per unit and maximum aggregate offering price per class of security will be determined
from time to time by the registrant in connection with the issuance by the registrant
of the securities registered hereunder.
|
|
|
(3)
|
Any
securities registered hereunder may be sold separately or as units with other securities
registered hereunder.
|
|
|
(4)
|
Calculated
pursuant to Rule 457(o) promulgated under the Securities Act of 1933, as amended.
|
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The
information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities
and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject
to Completion, dated August 22, 2017
Prospectus
CPI
AEROSTRUCTURES, INC.
$40,000,000
OF COMMON STOCK, PREFERRED STOCK, WARRANTS, DEBT
SECURITIES AND UNITS
By
this prospectus, we may offer and sell from time to time, in one or more offerings, our common stock, preferred stock, warrants,
debt securities and units, which we sometimes refer to collectively as the “shelf securities,” at an aggregate initial
offering price not to exceed $40,000,000. The securities may be offered separately, together, or in series, and in amounts, at
prices and on other terms to be determined at the time of each offering. We will provide the specific terms of the securities
to be sold in a prospectus supplement.
We
may sell the securities directly to investors, through agents designated from time to time, or to or through underwriters or dealers,
among other methods. The prospectus supplement for each offering will describe the specific methods by which we will sell the
securities. The prospectus supplement also will set forth the price to the public of such securities and the net proceeds we expect
to receive from the sale of the securities.
This
prospectus may not be used to consummate the sale of any securities unless accompanied by a prospectus supplement relating to
the securities to be sold. You should read this prospectus and any prospectus supplements carefully before you invest.
Our
common stock is listed for trading on the NYSE American exchange under the symbol “CVU.” On August 15, 2017, the last
reported sale price of our common stock was $8.65. As of the date of this prospectus, none of the other securities that we may
offer by this prospectus are listed on any national securities exchange or automated quotation system.
Investing
in our securities involves a high degree of risk. See the section entitled “
Risk Factors
” appearing on page
5 in this prospectus and elsewhere in any supplements for a discussion of information that should be considered in connection
with an investment in our securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is _________ __, 20__
TABLE
OF CONTENTS
You
should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to
provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted.
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the Securities and Exchange Commission using a “shelf”
registration process. Under this shelf process, we may, from time to time, sell or issue any combination of shelf securities in
one or more offerings with a maximum aggregate offering price of up to $40,000,000.
This
prospectus provides you with a general description of the shelf securities we may offer. Each time securities are sold by us,
we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus
supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any
prospectus supplement, together with the additional information described below under the heading “
Where You Can Find
More Information
.”
You
should rely only on the information contained or incorporated by reference in this prospectus and any prospectus supplement relating
to a particular offering. We have not authorized anyone to provide you with different information and, if provided, such information
or representations must not be relied upon as having been authorized by us. Neither this prospectus nor any prospectus supplement
nor any related issuer free writing prospectus shall constitute an offer to sell or a solicitation of an offer to buy offered
securities in any jurisdiction in which it is unlawful for such person to make such an offering or solicitation. This prospectus
does not contain all of the information included in the registration statement. For a more complete understanding of the offering
of the securities, you should refer to the registration statement, including its exhibits.
This
prospectus may not be used to consummate the sale of any securities unless accompanied by a prospectus supplement relating to
the securities offered.
You
should not assume that the information appearing in this prospectus is accurate as of any date other than the date on the front
cover of this prospectus. You should not assume that the information contained in the documents incorporated by reference in this
prospectus is accurate as of any date other than the respective dates of those documents. Our business, financial condition, results
of operations, and prospects may have changed since that date.
References
in this prospectus to “CPI Aero
®
,” the “Company” and “we,” “us”
and “our” refer to CPI Aerostructures, Inc., a New York corporation.
PROSPECTUS
SUMMARY
This
summary description about us and our business highlights selected information contained elsewhere in this prospectus or incorporated
in this prospectus by reference. This summary does not contain all of the information you should consider before deciding to invest
in our securities. You should carefully read this entire prospectus and any applicable prospectus supplement, including each of
the documents incorporated herein or therein by reference, before making an investment decision. Investors should carefully consider
the information set forth under the caption “Risk Factors” below and appearing elsewhere in this prospectus, including
those described in documents incorporated by reference herein, and those described in any applicable prospectus supplement.
Our
Company
Overview
We
are engaged in the contract production of structural aircraft parts principally for the United States Air Force (“USAF”)
and other branches of the United States (“U.S.”) armed forces, either as a prime contractor or as a subcontractor
to other defense prime contractors. We also act as a subcontractor to prime aircraft manufacturers in the production of commercial
aircraft parts. Our strategy for growth has been focused primarily as a subcontractor for defense prime contractors. Due to our
success as a subcontractor to defense prime contractors we have pursued opportunities to increase our commercial subcontracting
business.
We
were incorporated under the laws of the State of New York in January 1980 under the name Composite Products International, Inc.
We changed our name to Consortium of Precision Industries, Inc. in April 1989 and to CPI Aerostructures, Inc. in July 1992. In
January 2005, we began doing business under the name CPI Aero®, a registered trademark of the Company. Our principal office
is located at 91 Heartland Blvd., Edgewood, New York 11717 and our telephone number is (631) 586-5200.
We
maintain a website at www.cpiaero.com. Information contained on our website or accessed through our website does not constitute
a part of this prospectus.
Our
Business
We
are a U.S. supplier of aircraft parts for fixed wing aircraft and helicopters in both the commercial and defense markets. We are
a manufacturer of structural aircraft parts and aerosystems. Additionally, we leverage our global supply chain skills to assist
our customers in managing a diverse worldwide supplier market by providing “one stop shopping” for an assortment of
aerospace parts. Within the global aerostructures supply chain, we are either a Tier 1 supplier to aircraft original equipment
manufacturers (“OEMs”) or a Tier 2 subcontractor to major Tier 1 manufacturers. We also are a prime contractor to
the U.S. Department of Defense, primarily the USAF. In addition to our assembly operations, we provide engineering, program management,
supply chain management, and maintenance repair and overhaul (“MRO”) services.
Among
the key programs that CPI Aero supplies are the E-2D Advanced Hawkeye surveillance aircraft, the A-10 Thunderbolt attack jet,
the Gulfstream G650, the UH-60 BLACK HAWK® helicopter, the S-92® helicopter, the MH-60S mine countermeasure helicopter,
the AH-1Z ZULU attack helicopter, the HondaJet-Advanced Light Jet, the MH-53 and CH-53 variant helicopters, the C-5A Galaxy cargo
jet, the F-16 fighter aircraft, the Embraer Phenom 300 light business jet and the Cessna Citation X+.
We
are a subcontractor for leading defense prime contractors such as Northrop Grumman Corporation (“NGC”), The Boeing
Company (“Boeing”), Lockheed Martin Corporation (“Lockheed”), Sikorsky Aircraft Corporation (“Sikorsky”)
and Bell Helicopter (“Bell”). 46%, 57% and 5% of our revenue in 2016, 2015 and 2014, respectively, was generated by
subcontracts with defense prime contractors. Our 2016 and 2014 defense subcontractor revenue was significantly decreased because
of the change in estimate on the A-10 program.
We
also operate as a subcontractor to prime commercial contractors, including Sikorsky, Honda Aircraft Company, Inc. (“Honda”),
Embraer S.A. (“Embraer”) and The Triumph Group (“Triumph”), in the production of commercial aircraft parts.
50%, 42% and 93% of our revenue in 2016, 2015 and 2014, respectively, was generated by commercial contract sales.
We
have over 36 years of experience as a contractor. Most members of our management team have held management positions at large
aerospace contractors, including NGC and GKN Aerospace Inc. Our technical team possesses extensive technical expertise and program
management and integration capabilities. Our competitive advantage lies in our ability to offer large contractor capabilities
with the flexibility and responsiveness of a small company, while staying competitive in cost and delivering superior quality
products.
Significant
Contracts
Some
of our significant contracts are as follows:
Military
Aircraft – Subcontracts with Prime Contractors
E-2D
“Advanced Hawkeye
”
The NGC E-2 Hawkeye is an all-weather, carrier-based tactical Airborne Early Warning aircraft.
The twin turboprop aircraft was designed and developed in the 1950s by the Grumman Aircraft Company for the U.S. Navy as a replacement
for the E-1 Tracer. The U.S. Navy aircraft has been progressively updated with the latest variant, the E-2D, first flying in 2007.
In 2008, we received an initial $7.9 million order from NGC to provide structural kits for the E-2D. We initially valued the long-term
agreement at approximately $98 million over an eight-year period, with the potential to be in excess of $195 million over the
life of the aircraft program. The cumulative orders we have received on this program through June 2017 exceed $144 million.
In
addition, in 2015 we won an award to supply structural components and kits for the Outer Wing Panel (“OWP”) on the
E-2D Advanced Hawkeye airborne early warning and control (“AEW&C”) aircraft that will be manufactured for Japan.
We will be responsible for component source selection, supply chain management, delivery of kits, and will provide manufacturing
engineering services to NGC during the integration of the components into the OWP. The contract from NGC is valued at between
$25 million and $30 million.
A-10
“Thunderbolt
”
The A-10 Thunderbolt II is a single-seat, twin-engine, straight-wing jet aircraft developed
by Fairchild-Republic for the USAF to provide close air support of ground forces by attacking tanks, armored vehicles, and other
ground targets with a limited air interdiction capability. It is the first USAF aircraft designed exclusively for close air support.
Since 2008, we have produced structural assemblies under a subcontract from the Integrated Defense Systems unit of Boeing in support
of its prime contract with the USAF to produce enhanced wings for the A-10. Our current A-10 contract should be completed prior
to December 31, 2017.
UH-60
“BLACK HAWK
”
The UH-60 BLACK HAWK helicopter is the leader in multi-mission-type aircraft. Among the mission
configurations its serves are troop transport, medical evacuation, electronic warfare, attack, assault support and special operations.
More than 3,000 BLACK HAWK helicopters are in use today, operating in 29 countries. We have long-term agreements from Sikorsky
to manufacture gunner window assemblies, fuel panel assemblies, and perform MRO on stabilators for the BLACK HAWK helicopter through
2018.
DB-110
“Reconnaissance Pod
”
CPI Aero has a contract with United Technologies Aerospace Systems (“UTAS”)
to manufacture pod structures for the DB-110 reconnaissance system, which is used primarily on exported F-16 aircraft. In June
2017, we announced a program with UTAS to support the development of a similar reconnaissance system known as TacSAR, which stands
for Tactical Synthetic Aperture Radar.
F-35
“Lightning II
”
The F-35 Lightning II, also known as the Joint Strike Fighter, is a 5th Generation fighter
manufactured by Lockheed. Three distinct variants of the F-35 will be in service with the U.S. Air Force, the U.S. Navy, the U.S.
Marine Corps, and a variety of fighters for at least 10 other countries. We manufacture four different door lock assemblies as
a Tier 1 supplier to Lockheed.
Commercial
Aircraft – Subcontracts with Prime Contractors
Gulfstream
G650
In March 2008, Spirit Aerosystems (“Spirit”) awarded us a contract to provide leading edges for the Gulfstream
G650 business jet, a commercial program that Spirit was supporting. In December 2014, Spirit transferred its work-scope on this
program to Triumph. We will continue to provide leading edges for the G650 as our purchase orders and long-term agreement have
transferred to Triumph.
HondaJet
In May 2011, Honda awarded us a contract to manufacture engine inlets and flaps and vane assemblies for the HondaJet advanced
light business jet. We have received approximately $28.6 million in orders on this program through June 2017. We estimate the
potential value of this program to be approximately $70 million.
Embraer
Phenom 300
In May 2012, Embraer awarded us a contract to manufacture engine inlets for the Embraer Phenom 300 business
jet. We have received approximately $30.6 million in orders on this program through June 2017. We estimate the potential value
of the program to be in excess of $40 million.
S-92
Helicopter
Sikorsky has delivered more than 275 S-92 helicopters since 2004. These helicopters perform search and rescue
missions, head of state missions, as well as a variety of transportation missions for offshore oil and gas crews, utility and
airline passengers. The S-92 helicopter is the preferred aircraft of its size class for off-shore oil transportation. In June
2017, CPI Aero announced a follow-on contract with Sikorsky, a Lockheed company, to provide 15 different deliverable items including
door assemblies, cover assemblies, and various installation kits used by Sikorsky to complete the final assembly of the S-92 helicopter.
Military
Aircraft – Prime Contracts with U.S. Government
F-16
“Fighting Falcon
”
In November 2014, The Defense Logistics Agency (“DLA”) awarded CPI Aero a multi-year
contract to provide structural wing components and logistical support for global F-16 aircraft MRO operations. We estimate the
value of the contract, including options, to be approximately $53.5 million.
T-38C
“Talon
”
The T-38C is a twin engine, two seat, supersonic jet trainer used by Air Education Training Command
as an advanced trainer in Specialized Undergraduate Pilot Training. In 2015, CPI Aero was awarded a contract valued at up to approximately
$49 million to provide structural modification kits for the T-38C aircraft. CPI Aero provides structural components, program management,
logistics, discrepancy reporting/resolution, and subcontract management as part of the Pacer Classic III aircraft structural modification
program designed to enhance the T-38C operational capability while improving flight safety, reliability, and maintainability.
We have received firm orders against this contract totaling approximately $11 million for delivery through 2018.
The
Securities We May Offer
We
may offer up to $40,000,000 of common stock, preferred stock, warrants, debt securities and/or units comprised of one or more
of the foregoing classes of securities, in one or more offerings and in any combination. This prospectus provides you with a general
description of the securities we may offer. A prospectus supplement, which we will provide each time we offer securities, will
describe the specific amounts, prices and terms of these securities.
Common
Stock
The
holders of common stock are entitled to one vote for each share held of record on all matters to be voted on by shareholders.
Subject to any preferential rights of any outstanding preferred stock, holders of our common stock are entitled to receive ratably
the dividends, if any, as may be declared from time to time by the board of directors out of legally available funds. If there
is a liquidation, dissolution or winding up of our company, holders of our common stock would be entitled to share ratably in
our net assets legally available for distribution to shareholders after the payment of all our debts and liabilities and any preferential
rights of any outstanding preferred stock.
Preferred
Stock
Our
amended and restated certificate of incorporation authorizes the issuance of preferred stock with such designations, rights and
preferences as may be determined from time to time by our board of directors, without shareholder approval. We have summarized
some of the general terms and provisions of the preferred stock that we may issue in “
Description of Capital Stock
.”
A prospectus supplement will describe the particular terms of any series of preferred stock offered from time to time, and may
supplement or change the terms outlined below.
Warrants
We
may issue warrants for the purchase of common stock, preferred stock debt, securities or any combination thereof. We have summarized
some of the general terms and provisions of the warrants that we may issue in “
Description of Warrants
.” A
prospectus supplement will describe the particular terms of any warrants offered from time to time, and may supplement or change
the terms outlined below.
Debt
Securities
We
may offer any combination of senior debt securities or subordinated debt securities. The subordinated debt securities generally
will be entitled to payment only after payment of our senior debt. Senior debt securities will be unsubordinated obligations and
will rank equal with all our other unsubordinated debt. Subordinated debt securities will be paid only if all payments due under
our senior indebtedness, including any outstanding senior debt securities, have been made. We may issue the senior debt securities
and the subordinated debt securities under separate indentures between us, as issuer, and the trustee or trustees identified in
a prospectus supplement. We have summarized some of the general terms and provisions of the debt securities that we may issue
in “
Description of Debt Securities
.” A prospectus supplement will describe the particular terms of any debt
securities offered from time to time, and may supplement or change the terms outlined below.
Units
We
may issue units comprised of one or more of the other classes of securities issued by us as described in this prospectus in any
combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit.
We have summarized some of the general terms and provisions of the warrants that we may issue in “
Description of Units
.”
A prospectus supplement will describe the particular terms of any units offered from time to time, and may supplement or change
the terms outlined below.
RISK
FACTORS
Any
investment in our securities involves a high degree of risk. Potential investors are urged to read and consider the risks and
uncertainties relating to an investment in our company set forth under “
Risk Factors
” in the prospectus supplement
relating to a particular offering, together with all of the other information contained or incorporated by reference in the prospectus
supplement or contained or incorporated by reference in this prospectus. Potential investors also should read and consider the
risks and uncertainties discussed under the item “
Risk Factors
” in our annual report on Form 10-K and our quarterly
reports on Form 10-Q, all of which are incorporated herein by reference, and may be amended, supplemented or superseded from time
to time by other reports we file with the Securities and Exchange Commission (“SEC”) in the future and any prospectus
supplement related to a particular offering. Additional risks and uncertainties not presently known to us or that we currently
deem immaterial may also affect our business and results of operations. If any of these risks actually occur, our business, financial
condition or results of operations could be seriously harmed. In that event, the market price for our common stock could decline
and you may lose all or part of your investment.
NOTE
ON FORWARD-LOOKING STATEMENTS
Some
of the statements contained in this prospectus and incorporated by reference herein are forward-looking statements that relate
to possible future events, our future performance and our future operations. In some cases, you can identify these forward-looking
statements by the use of words such as “may,” “will,” “should,” “anticipates,”
“believes,” “expects,” “plans,” “future,” “intends,” “could,”
“estimate,” “predict,” “potential,” “continue,” or the negative of these terms
or other similar expressions. These statements are only our predictions. We cannot guarantee future results, levels of activities,
performance or achievements. Our actual results could differ materially from these forward-looking statements for many reasons,
including as a result of those risks described from time to time in our SEC filings and those risks identified under sections
entitled
“Risk Factors”
in any prospectus supplement. Important factors, among others, that may affect our
actual results include:
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|
●
|
changes
in the expense and revenue estimates used in our percentage-of-completion method of accounting;
|
|
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●
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any
suspension of or prohibition on our contracting with the U.S. Federal government;
|
|
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●
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changes
in U.S. Federal funding that affect our projects;
|
|
|
●
|
changes
in priorities in the U.S. Federal government due to military transformation and planning
and/or the nature of war-related activity;
|
|
|
●
|
the
ability of the U.S. Federal government to terminate contracts, in whole or in part, without
prior notice, for convenience;
|
|
|
●
|
the
time and expense of the U.S. Federal government’s competitive bidding process;
|
|
|
●
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environmental
regulation at the U.S. Federal, state and local levels;
|
|
|
●
|
regulation
by the U.S. Federal Aviation Administration under the provisions of the U.S. Federal
Aviation Act of 1958, as amended;
|
|
|
●
|
reliance
on subcontractors to perform a portion of the services that we must provide to our customers;
|
|
|
●
|
increased
costs on our fixed price contracts;
|
|
|
●
|
differences
between contract value and revenue received with respect to our backlog;
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|
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●
|
our
ability to attract and retain highly qualified senior officers and engineers;
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●
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our
ability to obtain sufficient credit lines;
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●
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the
cyclical nature of the commercial aerospace industry; and
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|
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●
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the
unpredictable nature of new programs and new technologies.
|
We
are under no obligation to update or revise any of the forward-looking statements or risk factors to conform them to actual results
or to changes in our expectations.
RATIO
OF EARNINGS TO FIXED CHARGES
The
table below sets forth our ratio of earnings to fixed charges on a historical basis for the periods indicated. The information
set forth in the table should be read in conjunction with the financial information incorporated by reference into this prospectus.
|
|
|
For
the Fiscal Year Ended December 31,
|
|
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
Total earnings
(loss)
|
|
$
|
(4,317,931
|
)
|
|
$
|
8,925,122
|
|
|
$
|
(36,697,847
|
)
|
|
$
|
12,197,680
|
|
|
$
|
17,308,503
|
|
|
Fixed charges
|
|
$
|
1,356,645
|
|
|
$
|
918,129
|
|
|
$
|
984,428
|
|
|
$
|
1,043,786
|
|
|
$
|
783,373
|
|
|
Ratio
of earnings (loss) to fixed charges
|
|
|
(3.18
|
)
|
|
|
9.72
|
|
|
|
(37.27
|
)
|
|
|
11.68
|
|
|
|
22.09
|
|
|
Deficiency of earnings available to cover fixed charges
|
|
$
|
(5,674,576
|
)
|
|
|
—
|
|
|
$
|
(37,682,275
|
)
|
|
|
—
|
|
|
|
—
|
|
The
ratios are calculated by dividing earnings by fixed charges. For the purposes of computing the ratio of earnings to fixed charges,
earnings consist of pretax income (loss) from continuing operations plus fixed charges. Fixed charges consist of interest expensed
and the interest element of rentals.
We
had no shares of preferred stock outstanding for any period presented.
USE
OF PROCEEDS
Unless
otherwise indicated in the applicable prospectus supplement, we intend to use the net proceeds from the sale of shelf securities
offered hereby for general corporate purposes, which may include working capital, capital expenditures, debt repayment or acquisitions.
Pending the application of such proceeds, we expect to invest the proceeds in short-term, interest bearing, investment-grade marketable
securities or money market obligations.
DESCRIPTION
OF CAPITAL STOCK
The
following description of the material terms our common stock and preferred stock is subject to and qualified in its entirety by
reference to our amended articles of incorporation, bylaws and the New York Business Corporation Law (“NYCBL”). We
urge you to read our amended articles of incorporation and bylaws, which are incorporated by reference as exhibits to the registration
statement of which this prospectus forms a part, and the applicable provisions of the NYBCL. For information on how to obtain
copies of our amended articles of incorporation and bylaws, see
“Where You Can Find Additional Information.”
Common
Stock
We
are authorized to issue up to 50,000,000 shares of common stock, par value $0.001 per share. As of August 18, 2017 there were
8,846,818 shares of our common stock outstanding. In addition, as of such date, there were 149,466 shares of common stock subject
to outstanding stock options. Holders of our common stock are entitled to one vote per share on all matters submitted to a vote
of shareholders and may not cumulate votes for the election of directors. Common shareholders have the right to receive dividends
when, as, and if declared by the board of directors from funds legally available therefor. In the event of our liquidation, dissolution
or winding up, holders of our common stock are entitled to share ratably in all assets remaining after payment of liabilities
and the liquidation preferences of any outstanding shares of preferred stock. Holders of our common stock have no preemptive,
subscription, redemption or conversion rights. There are no sinking fund provisions applicable to the common stock. When the applicable
consideration has been paid in accordance with the NYBCL, shares of our common stock are nonassessable. Our common stock is subject
to the express terms of our preferred stock and any series thereof.
Preferred
Stock
We
are authorized to issue up to 5,000,000 shares of preferred stock, par value $.001 per share. As of August 18, 2017, there were
no preferred shares issued or outstanding. If issued, the shares of preferred stock will have such rights and preferences as our
board of directors will determine, from time to time. The issuance of preferred stock, while providing desirable flexibility in
connection with possible acquisition and other corporate purposes, could have the effect of making it more difficult for a third
party to acquire, or discourage a third party from acquiring, a majority of our outstanding common stock. Our board of directors
may issue preferred stock with voting and conversion rights that could adversely affect the voting power of the holders of our
common stock or holders of other series of preferred stock. The shares of preferred stock will be issued in series under certificates
of designations to be adopted by our board of directors. The following outlines some of the general terms and provisions of the
series of preferred stock that we may issue from time to time. Additional or different terms of the series of preferred stock
and the applicable certificate of designations will be set forth in the applicable prospectus supplement.
We
will file as an exhibit to the registration statement of which this prospectus is a part of, or will incorporate by reference
from reports that we file with the SEC, the form of any certificate of designations that describes the terms of the series of
preferred stock we are offering before the issuance of that series of preferred stock. The following summaries of material provisions
of the preferred stock are subject to, and qualified in their entirety by reference to, all of the provisions of the certificate
of designations applicable to a particular series of preferred stock. We urge you to read the applicable prospectus supplements,
as well as the complete certificate of designations that contains the terms of the series of preferred stock.
The
prospectus supplement relating to a particular series of preferred stock will describe the terms of that series of preferred stock
and the price or prices at which we will offer the shares of that series of preferred stock. The description may include:
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●
|
the
title of the series of preferred stock and the number of shares offered;
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|
|
●
|
the
price at which the preferred stock will be issued;
|
|
|
●
|
the
dividend rate, if any, the dates on which the dividends will be payable and other terms
relating to the payment of dividends on the preferred stock;
|
|
|
●
|
the
voting rights of the preferred stock;
|
|
|
●
|
whether
the preferred stock is redeemable or subject to a sinking fund, and the terms of any
such redemption or sinking fund;
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|
|
●
|
whether
the preferred stock is convertible into any other securities, and the terms and conditions
of any such conversion;
|
|
|
●
|
the
liquidation preference of the preferred stock;
|
|
|
●
|
whether
the holders of the preferred stock have any preemptive rights;
|
|
|
●
|
the
relative ranking and preferences of the preferred stock as to dividend or other distribution
rights and rights if we liquidate, dissolve or wind up our affairs;
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●
|
any
limitations on issuance of any series of preferred stock ranking senior to or on a parity
with the series of preferred stock being offered as to distribution rights and rights
upon the liquidation, dissolution or winding up or our affairs, and any limitations on
the repurchase or redemption of, or distributions to, any shares of any class of capital
stock;
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|
●
|
whether
the terms of the preferred stock may be modified other than by the vote of a majority
of the preferred stock, voting as a class; and
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|
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●
|
any
additional rights, preferences and limitations of the preferred stock.
|
When
issued and the applicable consideration has been paid in accordance with the NYBCL, shares of our preferred stock will be nonassessable.
Provisions
of New York Law and Our Charter and Bylaws
Certain
provisions of New York law and of our charter and bylaws could make our acquisition by a third party, a change in our incumbent
management, or a similar change of control more difficult. The provisions described below, and the board of directors’ right
to issue shares of our preferred stock from time to time in one or more classes or series without shareholder approval, as described
above, may discourage certain types of coercive takeover practices and inadequate takeover bids and encourage persons seeking
to acquire control of us to first negotiate with our board of directors. We believe that these provisions help to protect our
potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us, and that
this benefit outweighs the potential disadvantages of discouraging such a proposal because our ability to negotiate with the proponent
could result in an improvement of the terms of the proposal.
Directors
.
Our board of directors is divided into three classes. The members of each class are elected for a term of three years and only
one class of directors is elected annually. Thus, it would take at least two annual elections to replace a majority of our board
of directors. Nominations for our board of directors may be made by our board or, in certain situations, by any holder of common
stock. A shareholder entitled to vote for the election of directors may nominate a person for election as director only if the
shareholder provides written notice of his nomination to our secretary not later than 120 days in advance of the same day and
month that our proxy statement was released to shareholders in connection with the previous year’s annual meeting of shareholders
or, if no annual meeting was held in the previous year, then by the end of the fiscal year to which the annual meeting in which
the nomination will be made relates to.
Meetings
.
A special meeting of our shareholders may be called only by our board of directors or our chairman of the board, if one has been
elected, or our president. Any action required or permitted to be taken by a vote of our shareholders may be taken without a meeting
by written consent, except that such written consent must be signed by the holders of all of the shares entitled to vote thereon.
New
York anti-takeover law
. We are subject to certain “business combination” provisions of Section 912 of the NYBCL
and expect to continue to be so subject if and for so long as we have a class of securities registered under Section 12 of the
Exchange Act. Section 912 provides, with certain exceptions, that a New York corporation may not engage in a “business combination”
(e.g., merger, consolidation, recapitalization or disposition of stock) with any “interested shareholder” for a period
of five years from the date that such person first became an interested shareholder unless the business combination or the transaction
resulting in a person becoming an interested shareholder was approved by the board of directors of the corporation prior to that
person becoming an interested shareholder. No New York corporation may engage at any time in any business combination with an
interested shareholder other than (i) a business combination that is approved by the board of directors of the corporation prior
to that person becoming an interested shareholder, or where the transaction resulting in a person becoming an interested shareholder
was approved by the board of directors of the corporation prior to that person becoming an interested shareholder; (ii) a business
combination that is approved by a majority of the outstanding stock not held by the interested shareholder or an affiliate of
the interested shareholder at a meeting called no earlier than five years after the interested shareholder’s stock acquisition
date; or (iii) the business combination that meets certain valuation requirements for the consideration paid.
An
“interested shareholder” is defined as any person who (a) is the beneficial owner of 20% or more of the outstanding
voting stock of a New York corporation or (b) is an affiliate or associate of a corporation that at any time during the prior
five years was the beneficial owner, directly or indirectly, of 20% or more of the then outstanding voting stock. A “business
combination” includes mergers, asset sales and other transactions resulting in a financial benefit to the interested shareholder.
The “stock acquisition date,” with respect to any person and any New York corporation, means the date that such person
first becomes an interested shareholder of such corporation.
Listing
Our
common stock is listed on the NYSE American exchange under the symbol “CVU.” As of the date of this prospectus, no
other class of capital stock that we may offer by this prospectus is listed on any national securities exchange or automated quotation
system.
Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock is Continental Stock Transfer & Trust Company, One State Street Plaza, 30
th
Floor, New York, New York 10004-1561. The transfer agent and registrar for any series of preferred stock will be set forth
in the applicable prospectus supplement.
DESCRIPTION
OF WARRANTS
We
may issue warrants for the purchase of common or preferred stock or any of the other securities that may be sold under this prospectus,
or any combination of these securities. Warrants may be issued independently or together with other securities and may be attached
to or separate from any offered securities. Each series of warrants will be issued under a separate warrant agreement to be entered
into between a warrant agent and us. The warrant agent will act solely as our agent in connection with the warrants and will not
have any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants. The following
outlines some of the general terms and provisions of the warrants that we may issue from time to time. Additional or different
terms of the warrants and the applicable warrant agreement will be set forth in the applicable prospectus supplement.
We
will file as an exhibit to the registration statement of which this prospectus is a part of, or will incorporate by reference
from reports that we file with the SEC, the form of warrant agreement that describes the terms of the series of warrants we are
offering before the issuance of those warrants. The following summaries of material provisions of the warrants are subject to,
and qualified in their entirety by reference to, all of the provisions of the warrant agreement applicable to a particular series
of warrants. We urge you to read the applicable prospectus supplements, as well as the complete warrant agreement that contains
the terms of the series of warrants.
General
The
prospectus supplement relating to a particular issue of warrants will describe the terms of those warrants and the price or prices
at which will offer the warrants. The description may include:
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●
|
the
title of the warrants;
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|
|
●
|
the
offering price for the warrants, if any;
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|
|
●
|
the
aggregate number of the warrants;
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|
|
●
|
the
designation and/or terms of the securities purchasable upon exercise of the warrants;
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●
|
if
applicable, the designation and/or terms of the securities that the warrants are issued
with and the number of warrants issued with each security;
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●
|
if
applicable, the date from and after which the warrants and any securities issued with
the warrants will be separately transferable;
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|
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●
|
the
amount and price of securities that may be purchased upon exercise of a warrant;
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●
|
the
dates on which the right to exercise the warrants commence and expire;
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●
|
if
applicable, the minimum or maximum amount of the warrants that may be exercised at any
one time;
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|
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●
|
whether
the warrants represented by the warrant certificates or, if applicable, the securities
that may be issued upon exercise of the warrants, will be issued in registered or bearer
form;
|
|
|
●
|
if
applicable, information relating to book-entry procedures;
|
|
|
●
|
if
applicable, a discussion of material U.S. Federal income tax considerations;
|
|
|
●
|
anti-dilution
provisions of the warrants, if any;
|
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●
|
redemption
or call provisions, if any, applicable to the warrants; and
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●
|
any
additional terms of the warrants, including terms, procedures and limitations relating
to the exchange and exercise of the warrants.
|
Exercise
of Warrants
Each
warrant will entitle the holder of the warrant to purchase at the exercise price set forth in the applicable prospectus supplement
the amount of the underlying securities being offered. Holders may exercise warrants at any time up to the close of business on
the expiration date set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised
warrants will be void. Holders may exercise warrants as set forth in the prospectus supplement relating to the warrants being
offered.
Until
a holder exercises the warrants to purchase any securities underlying the warrants, the holder will not have any rights as a holder
of the underlying securities by virtue of ownership of warrants.
DESCRIPTION
OF DEBT SECURITIES
We
may issue debt securities, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible
debt. While the terms we have summarized below will apply generally to any debt securities that we may offer under this prospectus,
we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement.
The terms of any debt securities offered under a prospectus supplement may differ from the terms described below. Unless the context
requires otherwise, whenever we refer to the indentures, we also are referring to any supplemental indentures that specify the
terms of a particular series of debt securities.
We
will issue the senior debt securities under the senior indenture that we will enter into with the trustee to be named in the senior
indenture. We will issue the subordinated debt securities under the subordinated indenture that we will enter into with the trustee
to be named in the subordinated indenture. The indentures will be qualified under the Trust Indenture Act of 1939. We use the
term “debenture trustee” to refer to either the trustee under the senior indenture or the trustee under the subordinated
indenture, as applicable. We have filed forms of indentures as exhibits to the registration statement of which this prospectus
is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities being offered
will be filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference
from reports that we file with the SEC.
The
following summaries of material provisions of the senior debt securities, the subordinated debt securities and the indentures
are subject to, and qualified in their entirety by reference to, all of the provisions of the indenture applicable to a particular
series of debt securities. We urge you to read the applicable prospectus supplements, as well as the complete indenture that contains
the terms of the debt securities. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated
indenture are identical.
General
We
will describe in the applicable prospectus supplement the terms of the series of debt securities being offered, including:
|
|
●
|
the
principal amount being offered, and if a series, the total amount authorized and the
total amount outstanding;
|
|
|
●
|
any
limit on the amount that may be issued;
|
|
|
●
|
whether
or not we will issue the series of debt securities in global form, the terms and who
the depositary will be;
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|
●
|
whether
and under what circumstances, if any, we will pay additional amounts on any debt securities
held by a person who is not a U.S. person for tax purposes, and whether we can redeem
the debt securities if we have to pay such additional amounts;
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|
|
●
|
the
annual interest rate, which may be fixed or variable, or the method for determining the
rate and the date interest will begin to accrue, the dates interest will be payable and
the regular record dates for interest payment dates or the method for determining such
dates;
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|
|
●
|
whether
the interest is payable in property other than cash, including in securities of ours,
or by increasing the principal amount of the debt securities;
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|
|
●
|
whether
or not the debt securities will be secured or unsecured, and the terms of any secured
debt;
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|
|
●
|
the
terms of the subordination of any series of subordinated debt;
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|
|
●
|
the
place where payments will be payable;
|
|
|
●
|
restrictions
on transfer, sale or other assignment, if any;
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|
●
|
our
right, if any, to defer payment of interest and the maximum length of any such deferral
period;
|
|
|
●
|
the
date, if any, after which, and the price at which, we may, at our option, redeem the
series of debt securities pursuant to any optional or provisional redemption provisions
and the terms of those redemption provisions;
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|
|
●
|
the
date, if any, on which, and the price at which we are obligated, pursuant to any mandatory
sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s
option to purchase, the series of debt securities and the currency or currency unit in
which the debt securities are payable; and
|
|
|
●
|
whether
the indenture will restrict our ability to:
|
|
|
○
|
incur
additional indebtedness;
|
|
|
○
|
issue
additional securities;
|
|
|
○
|
pay
dividends and make distributions in respect of our capital stock;
|
|
|
○
|
make
investments or other restricted payments;
|
|
|
○
|
sell
or otherwise dispose of assets;
|
|
|
○
|
enter
into sale-leaseback transactions;
|
|
|
○
|
engage
in transactions with shareholders and affiliates; or
|
|
|
○
|
effect
a consolidation or merger;
|
|
|
●
|
whether
the indenture will require us to maintain any interest coverage, fixed charge, cash flow-based,
asset-based or other financial ratios;
|
|
|
●
|
a
discussion of any material U.S. Federal income tax considerations applicable to the debt
securities;
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|
|
●
|
information
describing any book-entry features;
|
|
|
●
|
provisions
for a sinking fund purchase or other analogous fund, if any;
|
|
|
●
|
the
applicability of the provisions in the indenture on discharge;
|
|
|
●
|
whether
the debt securities are to be offered at a price such that they will be deemed to be
offered at an “original issue discount” as defined in paragraph (a) of Section
1273 of the Internal Revenue Code;
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|
|
●
|
the
denominations in which we will issue the series of debt securities, if other than denominations
of $1,000 and any integral multiple thereof;
|
|
|
●
|
the
currency of payment of debt securities if other than U.S. dollars and the manner of determining
the equivalent amount in U.S. dollars; and
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|
|
●
|
any
other specific terms, preferences, rights or limitations of, or restrictions on, the
debt securities, including any additional events of default or covenants provided with
respect to the debt securities, and any terms that may be required by us or advisable
under applicable laws or regulations.
|
Conversion
or Exchange Rights
We
will set forth in the prospectus supplement the terms on which a series of debt securities may be convertible into or exchangeable
for our common stock or our other securities. We will include provisions as to whether conversion or exchange is mandatory, at
the option of the holder or at our option. We may include provisions pursuant to which the number of shares of our common stock
or our other securities that the holders of the series of debt securities receive would be subject to adjustment.
Consolidation,
Merger or Sale
Unless
we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the indentures will not
contain any covenant that restricts our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of all
or substantially all of our assets. However, any successor to or acquirer of such assets must assume all of our obligations under
the indentures or the debt securities, as appropriate. If the debt securities are convertible into or exchangeable for our other
securities or securities of other entities, the person with whom we consolidate or merge or to whom we sell all of our property
must make provisions for the conversion of the debt securities into securities that the holders of the debt securities would have
received if they had converted the debt securities before the consolidation, merger or sale.
Events
of Default Under the Indenture
Unless
we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the following are events
of default under the indentures with respect to any series of debt securities that we may issue:
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|
●
|
if
we fail to pay interest when due and payable and our failure continues for 90 days and
the time for payment has not been extended or deferred;
|
|
|
●
|
if
we fail to pay the principal, premium or sinking fund payment, if any, when due and payable
and the time for payment has not been extended or delayed;
|
|
|
●
|
if
we fail to observe or perform any other covenant contained in the debt securities or
the indentures, other than a covenant specifically relating to another series of debt
securities, and our failure continues for 90 days after we receive notice from the debenture
trustee or holders of at least a majority of the aggregate principal amount of the outstanding
debt securities of the applicable series; and
|
|
|
●
|
if
specified events of bankruptcy, insolvency or reorganization occur.
|
If
an event of default with respect to debt securities of any series occurs and is continuing, other than an event of default specified
in the last bullet point above, the debenture trustee or the holders of at least a majority of the aggregate principal amount
of the outstanding debt securities of that series, by notice to us in writing, and to the debenture trustee if notice is given
by such holders, may declare the unpaid principal of, premium, if any, and accrued interest, if any, due and payable immediately.
If an event of default specified in the last bullet point above occurs with respect to us, the principal amount of and accrued
interest, if any, of each issue of debt securities then outstanding shall be due and payable without any notice or other action
on the part of the debenture trustee or any holder.
The
holders of a majority in principal amount of the outstanding debt securities of an affected series may waive any default or event
of default with respect to the series and its consequences, except defaults or events of default regarding payment of principal,
premium, if any, or interest, unless we have cured the default or event of default in accordance with the indenture. Any waiver
shall cure the default or event of default.
Subject
to the terms of the indentures, if an event of default under an indenture shall occur and be continuing, the debenture trustee
will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of
the holders of the applicable series of debt securities, unless such holders have offered the debenture trustee reasonable indemnity.
The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to the debenture trustee, or exercising any trust
or power conferred on the debenture trustee, with respect to the debt securities of that series, provided that:
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|
●
|
the
direction so given by the holder is not in conflict with any law or the applicable indenture;
and
|
|
|
●
|
subject
to its duties under the Trust Indenture Act of 1939, the debenture trustee need not take
any action that might involve it in personal liability or might be unduly prejudicial
to the holders not involved in the proceeding.
|
A
holder of the debt securities of any series will have the right to institute a proceeding under the indentures or to appoint a
receiver or trustee, or to seek other remedies only if:
|
|
●
|
the
holder has given written notice to the debenture trustee of a continuing event of default
with respect to that series;
|
|
|
●
|
the
holders of at least a majority of the aggregate principal amount of the outstanding debt
securities of that series have made written request, and such holders have offered reasonable
indemnity to the debenture trustee to institute the proceeding as trustee; and
|
|
|
●
|
the
debenture trustee does not institute the proceeding, and does not receive from the holders
of a majority in aggregate principal amount of the outstanding debt securities of that
series other conflicting directions within 90 days after the notice, request and offer.
|
These
limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium,
if any, or interest on, the debt securities.
We
will periodically file statements with the debenture trustee regarding our compliance with specified covenants in the indentures.
Modification
of Indenture; Waiver
We
and the debenture trustee may change an indenture without the consent of any holders with respect to specific matters:
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●
|
to
fix any ambiguity, defect or inconsistency in the indenture;
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|
●
|
to
comply with the provisions described above under
“Description of Debt Securities
— Consolidation, Merger or Sale;”
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●
|
to
comply with any requirements of the SEC in connection with the qualification of any indenture
under the Trust Indenture Act of 1939;
|
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|
●
|
to
add to, delete from or revise the conditions, limitations and restrictions on the authorized
amount, terms or purposes of issue, authentication and delivery of debt securities, as
set forth in the indenture;
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|
|
●
|
to
provide for the issuance of and establish the form and terms and conditions of the debt
securities of any series as provided under
“Description of Debt Securities —
General,”
to establish the form of any certifications required to be furnished
pursuant to the terms of the indenture or any series of debt securities, or to add to
the rights of the holders of any series of debt securities;
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|
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●
|
to
evidence and provide for the acceptance of appointment hereunder by a successor trustee;
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|
●
|
to
provide for uncertificated debt securities in addition to or in place of certificated
debt securities and to make all appropriate changes for such purpose;
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|
●
|
to
add to our covenants such new covenants, restrictions, conditions or provisions for the
protection of the holders, and to make the occurrence, or the occurrence and the continuance,
of a default in any such additional covenants, restrictions, conditions of or provisions
for an event of default; or
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|
|
●
|
to
change anything that does not materially adversely affect the interests of any holder
of debt securities of any series.
|
In
addition, under the indentures, the rights of holders of a series of debt securities may be changed by us and the debenture trustee
with the written consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities
of each series that is affected. However, unless we provide otherwise in the prospectus supplement applicable to a particular
series of debt securities, we and the debenture trustee may make the following changes only with the consent of each holder of
any outstanding debt securities affected:
|
|
●
|
extending
the fixed maturity of the series of debt securities;
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|
|
●
|
reducing
the principal amount, reducing the rate of or extending the time of payment of interest,
or reducing any premium payable upon the redemption of any debt securities; or
|
|
|
●
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reducing
the percentage of debt securities, the holders of which are required to consent to any
amendment, supplement, modification or waiver.
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Discharge
Each
indenture provides that we can elect to be discharged from our obligations with respect to one or more series of debt securities,
except for specified obligations, including obligations to:
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register
the transfer or exchange of debt securities of the series;
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replace
stolen, lost or mutilated debt securities of the series;
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maintain
paying agencies;
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hold
monies or other property for payment in trust;
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recover
excess money held by the debenture trustee;
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compensate
and indemnify the debenture trustee; and
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appoint
any successor trustee.
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In
order to exercise our rights to be discharged, we must deposit with the debenture trustee money or government obligations (or,
if the debt securities are payable otherwise than in cash, we must have made other arrangements satisfactory to the debenture
trustee for payment in property other than cash), sufficient to pay all the principal of, any premium, if any, and interest on
the debt securities of the series on the dates payments are due.
Form,
Exchange and Transfer
We
will issue the debt securities of each series only in fully registered form without coupons and, unless we provide otherwise in
the applicable prospectus supplement, in denominations of $1,000 and any integral multiple thereof. The indentures provide that
we may issue debt securities of a series in temporary or permanent global form and as book-entry securities that will be deposited
with, or on behalf of, The Depository Trust Company or another depositary named by us and identified in a prospectus supplement
with respect to that series. See
“Legal Ownership of Securities”
for a further description of the terms relating
to any book-entry securities.
At
the option of the holder, subject to the terms of the indentures and the limitations applicable to global securities described
in the applicable prospectus supplement, the holder of the debt securities of any series can exchange the debt securities for
other debt securities of the same series, in any authorized denomination and of like tenor and aggregate principal amount.
Subject
to the terms of the indentures and the limitations applicable to global securities set forth in the applicable prospectus supplement,
holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or
with the form of transfer endorsed thereon duly executed, if so required by us or the security registrar, at the office of the
security registrar or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the
debt securities that the holder presents for transfer or exchange, we will impose no service charge for any registration of transfer
or exchange, but we may require payment of any taxes or other governmental charges.
We
will name in the applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar,
that we initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation
of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required
to maintain a transfer agent in each place of payment for the debt securities of each series.
If
we elect to redeem the debt securities of any series, we will not be required to:
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issue,
register the transfer of, or exchange any debt securities of that series during a period
beginning at the opening of business 15 days before the day of mailing of a notice of
redemption of any debt securities that may be selected for redemption and ending at the
close of business on the day of the mailing; or
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register
the transfer of or exchange any debt securities so selected for redemption, in whole
or in part, except the unredeemed portion of any debt securities we are redeeming in
part.
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Information
Concerning the Debenture Trustee
The
debenture trustee, other than during the occurrence and continuance of an event of default under an indenture, undertakes to perform
only those duties as are specifically set forth in the applicable indenture. Upon an event of default under an indenture, the
debenture trustee must use the same degree of care as a prudent person would exercise or use in the conduct of his or her own
affairs. Subject to this provision, the debenture trustee is under no obligation to exercise any of the powers given it by the
indentures at the request of any holder of debt securities unless it is offered reasonable security and indemnity against the
costs, expenses and liabilities that it might incur.
Payment
and Paying Agents
Unless
we otherwise indicate in the applicable prospectus supplement, we will make payment of the interest on any debt securities on
any interest payment date to the person in whose name the debt securities, or one or more predecessor securities, are registered
at the close of business on the regular record date for the interest.
We
will pay principal of and any premium and interest on the debt securities of a particular series at the office of the paying agents
designated by us, except that unless we otherwise indicate in the applicable prospectus supplement, we will make interest payments
by check that we will mail to the holder or by wire transfer to certain holders (or, if the debt securities are payable otherwise
than in cash, in accordance with provisions set forth in the prospectus supplement). Unless we otherwise indicate in the applicable
prospectus supplement, we will designate the corporate trust office of the debenture trustee in the City of New York as our sole
paying agent for payments with respect to debt securities of each series. We will name in the applicable prospectus supplement
any other paying agents that we initially designate for the debt securities of a particular series. We will maintain a paying
agent in each place of payment for the debt securities of a particular series.
All
money or other property we pay to a paying agent or the debenture trustee for the payment of the principal of or any premium or
interest on any debt securities that remains unclaimed at the end of two years after such principal, premium, if any, or interest
has become due and payable will be repaid to us, and the holder of the debt security thereafter may look only to us for payment
thereof.
Governing
Law
The
indentures and the debt securities will be governed by and construed in accordance with the laws of the State of New York, except
to the extent that the Trust Indenture Act of 1939 is applicable.
Subordination
of Subordinated Debt Securities
The
subordinated debt securities will be unsecured and will be subordinate and junior in priority of payment to certain of our other
indebtedness to the extent described in a prospectus supplement. The subordinated indenture does not limit the amount of subordinated
debt securities that we may issue, nor does it limit us from issuing any other secured or unsecured debt.
DESCRIPTION
OF UNITS
We
may offer units comprised of any of the other securities described in this prospectus in any combination. Each unit will be issued
so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have
the rights and obligations of a holder of each included security. The units may be issued under unit agreements to be entered
into between us and a bank or trust company, as unit agent, as detailed in the prospectus supplement relating to units being offered.
We
will file as exhibits to the registration statement of which this prospectus is a part of, or will incorporate by reference from
reports that we file with the SEC, the form of unit agreement, if any, that describes the terms of the series of units we are
offering, and any supplemental agreements, before the issuance of the related series of units. The following summaries of material
terms and provisions of the units are subject to, and qualified in their entirety by reference to, all the provisions of the unit
agreement, if any, and any supplemental agreements applicable to a particular series of units. We urge you to read the applicable
prospectus supplements related to the particular series of units that we may offer under this prospectus, as well as the complete
unit agreement, if any, and any supplemental agreements that contain the terms of the units.
The
prospectus supplement relating to a particular issue of units will describe the terms of those units and the price or prices at
which we will offer the units. The description may include:
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the
designation and terms of the units and of the securities comprising the units, including
whether and under what circumstances the securities comprising the units may be held
or transferred separately;
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a
description of the terms of any unit agreement governing the units;
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a
description of the provisions for the payment, settlement, transfer or exchange of the
units;
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a
discussion of material Federal income tax considerations, if applicable; and
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whether
the units will be issued in fully registered or global form.
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LEGAL
OWNERSHIP OF SECURITIES
We
can issue securities in registered form or in the form of one or more global securities. We describe global securities in greater
detail below. We refer to those persons who have securities registered in their own names on the books that we or any applicable
trustee, depositary or warrant agent maintain for this purpose as the “holders” of those securities. These persons
are the legal holders of the securities. We refer to those persons who, indirectly through others, own beneficial interests in
securities that are not registered in their own names, as “indirect holders” of those securities. As we discuss below,
indirect holders are not legal holders, and investors in securities issued in book-entry form or in street name will be indirect
holders.
Book-Entry
Holders
We
may issue securities in book-entry form only, as we will specify in the applicable prospectus supplement. This means securities
may be represented by one or more global securities registered in the name of a financial institution that holds them as depositary
on behalf of other financial institutions that participate in the depositary’s book-entry system. These participating institutions,
which are referred to as participants, in turn, hold beneficial interests in the securities on behalf of themselves or their customers.
Only
the person in whose name a security is registered is recognized as the holder of that security. Securities issued in global form
will be registered in the name of the depositary or its participants. Consequently, for securities issued in global form, we will
recognize only the depositary as the holder of the securities, and we will make all payments on the securities to the depositary.
The depositary passes along the payments it receives to its participants, which in turn pass the payments along to their customers
who are the beneficial owners. The depositary and its participants do so under agreements they have made with one another or with
their customers; they are not obligated to do so under the terms of the securities.
As
a result, investors in a book-entry security will not own securities directly. Instead, they will own beneficial interests in
a global security, through a bank, broker or other financial institution that participates in the depositary’s book-entry
system or holds an interest through a participant. As long as the securities are issued in global form, investors will be indirect
holders, and not holders, of the securities.
Street
Name Holders
We
may terminate a global security or issue securities in non-global form. In these cases, investors may choose to hold their securities
in their own names or in “street name.” Securities held by an investor in street name would be registered in the name
of a bank, broker or other financial institution that the investor chooses, and the investor would hold only a beneficial interest
in those securities through an account he or she maintains at that institution.
For
securities held in street name, we will recognize only the intermediary banks, brokers and other financial institutions in whose
names the securities are registered as the holders of those securities, and we will make all payments on those securities to them.
These institutions pass along the payments they receive to their customers who are the beneficial owners, but only because they
agree to do so in their customer agreements or because they are legally required to do so. Investors who hold securities in street
name will be indirect holders, not holders, of those securities.
Legal
Holders
Our
obligations, as well as the obligations of any applicable trustee and of any third parties employed by us or a trustee, run only
to the legal holders of the securities. We do not have obligations to investors who hold beneficial interests in global securities,
in street name or by any other indirect means. This will be the case whether an investor chooses to be an indirect holder of a
security or has no choice because we are issuing the securities only in global form.
For
example, once we make a payment or give a notice to the holder, we have no further responsibility for the payment or notice even
if that holder is required, under agreements with depositary participants or customers or by law, to pass it along to the indirect
holders but does not do so. Similarly, we may want to obtain the approval of the holders to amend an indenture, to relieve us
of the consequences of a default or of our obligation to comply with a particular provision of the indenture or for other purposes.
In such an event, we would seek approval only from the holders, and not the indirect holders, of the securities. Whether and how
the holders contact the indirect holders is up to the holders.
Special
Considerations For Indirect Holders
If
you hold securities through a bank, broker or other financial institution, either in book-entry form or in street name, you should
check with your own institution to find out:
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how
it handles securities payments and notices;
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whether
it imposes fees or charges;
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how
it would handle a request for the holders’ consent, if ever required;
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whether
and how you can instruct it to send you securities registered in your own name so you
can be a holder, if that is permitted in the future;
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how
it would exercise rights under the securities if there were a default or other event
triggering the need for holders to act to protect their interests; and
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if
the securities are in book-entry form, how the depositary’s rules and procedures
will affect these matters.
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Global
Securities
A
global security is a security that represents one or any other number of individual securities held by a depositary. Generally,
all securities represented by the same global securities will have the same terms.
Each
security issued in book-entry form will be represented by a global security that we deposit with and register in the name of a
financial institution or its nominee that we select. The financial institution that we select for this purpose is called the depositary.
Unless we specify otherwise in the applicable prospectus supplement, The Depository Trust Company, New York, New York, known as
DTC, will be the depositary for all securities issued in book-entry form.
A
global security may not be transferred to or registered in the name of anyone other than the depositary, its nominee or a successor
depositary, unless special termination situations arise. We describe those situations below under “Special Situations When
a Global Security Will Be Terminated.” As a result of these arrangements, the depositary, or its nominee, will be the sole
registered owner and holder of all securities represented by a global security, and investors will be permitted to own only beneficial
interests in a global security. Beneficial interests must be held by means of an account with a broker, bank or other financial
institution that in turn has an account with the depositary or with another institution that does. Thus, an investor whose security
is represented by a global security will not be a holder of the security, but only an indirect holder of a beneficial interest
in the global security.
If
the prospectus supplement for a particular security indicates that the security will be issued in global form only, then the security
will be represented by a global security at all times, unless, and until the global security is terminated. If termination occurs,
we may issue the securities through another book-entry clearing system or decide that the securities may no longer be held through
any book-entry clearing system.
Special
Considerations For Global Securities
The
rights of an indirect holder relating to a global security will be governed by the account rules of the investor’s financial
institution and of the depositary, as well as general laws relating to securities transfers. We do not recognize an indirect holder
as a holder of securities, and instead, deal only with the depositary that holds the global security.
If
securities are issued only in the form of a global security, an investor should be aware of the following:
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an
investor cannot cause the securities to be registered in his or her name, and cannot
obtain non-global certificates for his or her interest in the securities, except in the
special situations we describe below;
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an
investor will be an indirect holder and must look to his or her own bank or broker for
payments on the securities and protection of his or her legal rights relating to the
securities, as we describe above;
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an
investor may not be able to sell interests in the securities to some insurance companies
and to other institutions that are required by law to own their securities in non-book-entry
form;
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an
investor may not be able to pledge his or her interest in a global security in circumstances
where certificates representing the securities must be delivered to the lender or other
beneficiary of the pledge in order for the pledge to be effective;
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the
depositary’s policies, which may change from time to time, will govern payments,
transfers, exchanges and other matters relating to an investor’s interest in a
global security;
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we
and any applicable trustee have no responsibility for any aspect of the depositary’s
actions or for its records of ownership interests in a global security, nor do we or
any applicable trustee supervise the depositary in any way;
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the
depositary may, and we understand that DTC will, require that those who purchase and
sell interests in a global security within its book-entry system use immediately available
funds, and your broker or bank may require you to do so as well; and
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financial
institutions that participate in the depositary’s book-entry system, and through
which an investor holds its interest in a global security, may also have their own policies
affecting payments, notices and other matters relating to the securities.
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There
may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible
for the actions of any of those intermediaries.
Special
Situations When a Global Security Will Be Terminated
In
a few special situations described below, the global security will terminate and interests in it will be exchanged for physical
certificates representing those interests. After that exchange, the choice of whether to hold securities directly or in street
name will be up to the investor. Investors must consult their own banks or brokers to find out how to have their interests in
securities transferred to their own name, so that they will be direct holders. We have described the rights of holders and street
name investors above.
Unless
we provide otherwise in the applicable prospectus supplement, the global security will terminate when the following special situations
occur:
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if
the depositary notifies us that it is unwilling, unable or no longer qualified to continue
as depositary for that global security and we do not appoint another institution to act
as depositary within 90 days;
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if
we notify any applicable trustee that we wish to terminate that global security; or
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if
an event of default has occurred with regard to securities represented by that global
security and has not been cured or waived.
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The
prospectus supplement may also list additional situations for terminating a global security that would apply only to the particular
series of securities covered by the applicable prospectus supplement. When a global security terminates, the depositary, and not
we or any applicable trustee, is responsible for deciding the names of the institutions that will be the initial direct holders.
PLAN
OF DISTRIBUTION
We
may sell or issue the shelf securities from time to time in any one or more of the following ways:
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through
underwriters or dealers;
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directly
to purchasers;
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through
a combination of these methods.
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Registration
of the shelf securities covered by this prospectus does not mean, however, that the securities will necessarily be offered or
sold.
Shelf
securities may be distributed from time to time in one or more transactions at a fixed price or prices, which may be changed;
at market prices prevailing at the time of sale; at prices related to such prevailing market prices; or at negotiated prices.
For
each offering of securities hereunder, we will describe the method of distribution of such securities, among other things, in
the applicable prospectus supplement. The prospectus supplement will set forth the terms of the offering of the securities, including,
as applicable:
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the
name or names of any agents or underwriters;
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the
amount of securities underwritten or purchased by any underwriter;
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the
initial public offering price;
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the
amounts of any commissions, discounts paid or allowed to any agents or underwriters;
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the
proceeds we will receive;
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any
other items constituting underwriters’ compensation;
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any
discounts, commissions or concessions allowed or paid to dealers;
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the
material terms of any agreement with any underwriters or agents; and
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any
securities exchanges on which the securities may be listed.
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Shelf
securities may be offered through underwriters. Any underwriter will be named, and any discounts allowed or other compensation
payable to any underwriter will be set forth, in the applicable prospectus supplement. The securities will be acquired by the
underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions,
at a fixed public offering price or at varying prices determined at the time of sale. The securities may be either offered to
the public through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. Unless
otherwise set forth in the applicable prospectus supplement, the obligations of the underwriters to purchase the securities will
be subject to certain conditions precedent and the underwriters will be obligated to purchase all of the securities if any are
purchased. We may grant the underwriters an over-allotment option under which underwriters may purchase additional securities
from us. Underwriters may sell the securities to or through dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters or commissions from the purchasers for which they may act as agents.
Any initial public offering price and any discounts or concessions allowed or paid to dealers may be changed from time to time.
Shelf
securities may be offered to purchasers directly or through agents designated by us from time to time. Any agent involved in the
offer or sale of the securities will be named, and any commissions or other compensation payable by us to such agent will be set
forth, in the applicable prospectus supplement. Unless otherwise indicated in the prospectus supplement, any agent will be acting
on a best efforts basis for the period of its appointment.
Shelf
securities may be offered to purchasers through dealers as principals. The dealer may then resell the offered securities to the
public at varying prices to be determined by the dealer at the time of resale. The name of the dealer and the terms of the transaction
will be set forth in the applicable prospectus supplement.
Shelf
securities and resale shares may be offered into an existing trading market for such securities at other than a fixed price. Underwriters,
dealers, and agents who participate in any such at-the-market offerings will be named in the applicable prospectus, along with
the terms and conditions of any agency, marketing or similar agreement and the commissions payable or other compensation upon
sale of the securities.
We
may make direct sales of shelf securities through subscription rights distributed to our existing shareholders on a pro rata basis,
which may or may not be transferable. In any distribution of subscription rights to our shareholders, if all of the underlying
securities are not subscribed for, we may then sell the unsubscribed securities directly to third parties or may engage the services
of one or more underwriters, dealers or agents, including standby underwriters, to sell the unsubscribed securities to third parties.
Any underwriters, dealers or agents involved in the offer or sale of the securities will be named, and any commissions or other
compensation payable by us to such underwriter, dealer or agent will be set forth, in the applicable prospectus supplement.
We
may offer shelf securities directly to service providers or suppliers in payment of outstanding invoices.
Any
underwriters, broker-dealers and agents that participate in the distribution of the securities may be deemed to be “underwriters”
as defined in the Securities Act of 1933, as amended (the “Securities Act”). Any commissions paid or any discounts
or concessions allowed to any such persons, and any profits they receive on resale of the securities, may be deemed to be underwriting
discounts and commissions under the Securities Act.
Agents
and underwriters may be entitled to indemnification by us against certain civil liabilities, including liabilities under the Securities
Act, or to contribution with respect to payments which the agents or underwriters may be required to make in respect of their
liabilities.
We
may authorize underwriters, dealers or agents to solicit offers by institutional investors, such as commercial banks and investment
companies, to purchase the shelf securities from us at the public offering price set forth in the applicable prospectus supplement
pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. The terms and conditions
of these contracts and the commissions payable for solicitation of the contracts will be set forth in the prospectus supplement.
During
and after an offering through underwriters, the underwriters may purchase and sell the securities in the open market. These transactions
may include over-allotment and stabilizing transactions and purchases to cover syndicate short positions created in connection
with the offering. The underwriters may also impose a penalty bid, whereby selling concessions allowed to syndicate members or
other broker-dealers for the offered securities sold for their account may be reclaimed by the syndicate if such offered securities
are repurchased by the syndicate in stabilizing or covering transactions. These activities may stabilize, maintain or otherwise
affect the market price of the offered securities, which may be higher than the price that might otherwise prevail in the open
market. If commenced, these activities may be discontinued at any time.
Any
underwriters who are qualified market makers may engage in passive market making transactions in the securities in accordance
with Rule 103 of Regulation M.
Agents
and underwriters may be our customers, engage in transactions with us, or perform services for us in the ordinary course of business.
In
compliance with guidelines of the Financial Industry Regulatory Authority, or FINRA, the aggregate maximum discount, commission
or agency fees or other items constituting underwriting compensation to be received by any FINRA member or independent broker-dealer
will not exceed 8% of any offering pursuant to this prospectus and any applicable prospectus supplement.
Unless
otherwise specified in the applicable prospectus supplement, shelf securities offered by us under this prospectus will be a new
issue and, other than the common stock, which is quoted on the NYSE Amex, will have no established trading market. We may elect
to list any other class or series of securities on an exchange, and in the case of the common stock, on any additional exchange,
but, unless otherwise specified in the applicable prospectus supplement, we shall not be obligated to do so. Any underwriters
to whom securities are sold for public offering and sale may make a market in the securities, but the underwriters will not be
obligated to do so and may discontinue any market making at any time without notice. The securities may or may not be listed on
a national securities exchange or a foreign securities exchange. No assurance can be given as to the liquidity of the trading
market for any of the securities.
All
costs, expenses and fees associated with the registration and distribution of shelf securities will be borne by us.
LEGAL
MATTERS
The
validity of the securities offered will be passed on for us by our counsel, Graubard Miller, New York, New York.
EXPERTS
The
financial statements incorporated of CPI Aerostructures, Inc. appearing in CPI Aerostructures, Inc.’s Annual Report on Form
10-K for the year ended December 31, 2016, have been audited by CohnReznick LLP, independent registered public accounting firm,
as set forth in their report thereon, included therein, and incorporated by reference herein. Such financial statements are incorporated
by reference herein in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available
to the public over the Internet at the SEC’s web site at http://www.sec.gov. You may also read and copy any document we
file at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330
for further information about the public reference room.
The
SEC allows us to incorporate by reference the information we file with it, which means that we can disclose important information
to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus,
and information that we file later with the SEC will automatically update and supersede this information. This prospectus incorporates
by reference our documents listed below and any subsequent filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act, until all of the securities are sold.
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Annual
Report on Form 10-K for the fiscal year ended December 31, 2016 (filed on March 8, 2017);
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Quarterly
Reports on Form 10-Q for the fiscal quarter ended March 31, 2017 (filed on May 10, 2017)
and for the fiscal quarter ended June 30, 2017 (filed on August 9, 2017);
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Current
Reports on Form 8-K dated May 9, 2017, June 13, 2017 and August 8, 2017;
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Proxy
Statement dated April 27, 2017, used in connection with the annual meeting of shareholders
on June 13, 2017; and
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Registration
Statement on Form 8-A, dated September 1, 2000 (filed on September 1, 2000), registering
our common stock, under Section 12(b) of the Exchange Act.
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Any
statement contained in a document filed before the date of this prospectus and incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute
a part of this prospectus. Any information that we file after the date of this prospectus with the SEC will automatically update
and supersede the information contained in this prospectus. Notwithstanding the foregoing, we are not incorporating any document
or portion thereof or information deemed to have been furnished and not filed in accordance with SEC rule.
Potential
investors may obtain a copy of any of our SEC filings, excluding exhibits, without charge, by written or oral request directed
to CPI Aerostructures, Inc., Attention: Investor Relations, 91 Heartland Boulevard, Edgewood, New York 11717.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
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Item
14.
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Other
Expenses of Issuance and Distribution.
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The
estimated expenses (other than underwriting discounts and commissions) to be incurred in connection with the distribution of the
securities being registered hereby are as follows:
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SEC registration fee
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$
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4,636
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Legal fees and expenses
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*
|
|
|
Accounting fees and expenses
|
|
|
*
|
|
|
Printing fees and expenses
|
|
|
*
|
|
|
NYSE Amex listing fee
|
|
|
*
|
|
|
Transfer agent fees and expenses
|
|
|
*
|
|
|
Miscellaneous
|
|
|
*
|
|
|
Total
|
|
|
*
|
|
|
|
*
|
These
fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time.
|
All
expenses, other than the SEC registration fee, are estimated. The actual expenses incurred will depend on the securities offered,
the number of issuances and the nature of the offerings.
|
|
Item
15.
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Indemnification
of Directors and Officers.
|
The
laws of the New York permit the indemnification of directors, employees, officers and agents of New York corporations. Sections
721 through 726, inclusive, of the Business Corporation Law of New York (“BCL”) authorize New York corporations to
indemnify their officers and directors under certain circumstances against expenses and liabilities incurred in legal proceedings
involving such persons because of their being or having been officers or directors and to purchase and maintain insurance for
indemnification of such officers and directors. Section 402(b) of the BCL permits a corporation, by so providing in its certificate
of incorporation, to eliminate or limit directors’ personal liability to the corporation or its shareholders for damages
arising out of certain alleged breaches of their duties as directors. The BCL, however, provides that no such limitation of liability
may affect a director’s liability with respect to any of the following: (1) acts or omissions made in bad faith or which
involved intentional misconduct or a knowing violation of law; (2) any transaction from which the director derived a financial
profit or other advantage to which he was not legally entitled; (3) the declaration of dividends or other distributions or purchase
or redemption of shares in violation of the BCL; or (4) the distribution of assets to shareholders after dissolution of the corporation
without paying or adequately providing for all known liabilities of the corporation or making loans to directors in violation
of the BCL.
Our
certificate of incorporation, as amended, provides that the personal liability of our directors is eliminated to the fullest extent
permitted by Section 402(b) of the BCL. In addition, our amended and restated bylaws provide in substance that each director and
officer shall be indemnified by us against reasonable expenses, including attorney’s fees, and any liabilities that he or
she may incur in connection with any action to which he or she may be made a party by reason of his or her being or having been
a director or officer of ours. The indemnification provided by the our bylaws is not deemed exclusive of or in any way to limit
any other rights which any person seeking indemnification may be entitled. We also have directors’ and officers’ liability
insurance.
In
addition, we have entered into indemnification agreements with each of our executive officers and directors which provide that
we will indemnify and advance expenses to such officer or director to the fullest extent permitted by law and provides the procedure
for entitlement of indemnification.
To
the extent that we indemnify our management for liabilities arising under securities laws, we have been informed by the SEC that
this indemnification is against public policy and is therefore unenforceable.
A
list of the exhibits required by Item 601 of Regulation S-K to be filed as part of this registration statement is set forth in
the Exhibit Index on page II-7.
(a) The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
Provided
,
however
, that:
(B) Paragraphs
(l)(i), (l)(ii) and (l)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs
is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That,
for the purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at
the termination of the offering.
(5) That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
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|
(i)
|
(A)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to
be part of the registration statement as of the date the filed prospectus was deemed
part of and included in the registration statement; and
|
(B) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale
of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(ii) Each
prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included
in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in
a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to
a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date
of first use.
(6) That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant
pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to
by the undersigned registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) The
undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set
forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of
unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public
offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective
amendment will be filed to set forth the terms of such offering.
(h) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(j) The
undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee
to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed
by the SEC under Section 305(b)(2) of the Trust Indenture Act.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the city of Edgewood, state of New York on August 22, 2017.
|
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CPI AEROSTRUCTURES, INC
|
|
|
|
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By:
|
/s/ Douglas McCrosson
|
|
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|
Name: Douglas McCrosson
|
|
|
|
Title: Chief Executive
Officer and President
|
KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eric Rosenfeld, Douglas McCrosson
and Vincent Palazzolo, and each of them, with full power to act without the other, such person’s true and lawful attorneys-in-fact
and agents, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities,
to sign this Registration Statement, any and all amendments thereto (including post-effective amendments), any subsequent Registration
Statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and any amendments thereto and to file the same, with
exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing
necessary or desirable to be done in and about the premises, as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
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 dates indicated.
|
Signatures
|
|
Title
|
Date
|
|
By:
|
/s/ Eric Rosenfeld
|
|
Chairman of the Board
|
August 22, 2017
|
|
|
Eric Rosenfeld
|
|
|
|
|
By:
|
/s/ Douglas McCrosson
|
|
Chief Executive Officer and President (Principal
|
August 22, 2017
|
|
|
Douglas McCrosson
|
|
Executive Officer)
|
|
|
By:
|
/s/ Vincent Palazzolo
|
|
Chief Financial Officer and Secretary (Principal
|
August 22, 2017
|
|
|
Vincent Palazzolo
|
|
Financial Officer and Principal Accounting Officer)
|
|
|
By:
|
/s/ Walter Paulick
|
|
Director
|
August 22, 2017
|
|
|
Walter Paulick
|
|
|
|
|
By:
|
/s/ Harvey J. Bazaar
|
|
Director
|
August 22, 2017
|
|
|
Harvey J. Bazaar
|
|
|
|
|
By:
|
/s/ Michael Faber
|
|
Director
|
August 22, 2017
|
|
|
Michael Faber
|
|
|
|
|
By:
|
/s/ Terry Stinson
|
|
Director
|
August 22, 2017
|
|
|
Terry Stinson
|
|
|
|
|
By:
|
/s/ Carey Bond
|
|
Director
|
August 22, 2017
|
|
|
Carey Bond
|
|
|
|
EXHIBIT
INDEX
|
|
1.1*
|
Form
of Underwriting Agreement or other similar agreement.
|
|
|
3.1
|
Certificate
of Incorporation of the Company, as amended (incorporated by reference from Exhibit 3.1
of the Company’s Registration Statement on Form S-1 (No. 33-49270) declared effective
on September 16, 1992).
|
|
|
3.1(a)
|
Certificate
of Amendment of Certificate of Incorporation (incorporated by reference from Exhibit
3.1(a) of the Company’s Annual Report on Form 10-KSB for the year ended December
31, 1998).
|
|
|
3.2
|
Amended
and Restated By-Laws of the Company (incorporated by reference from Exhibit 3.2 of the
Company’s Current Report on Form 8-K dated November 13, 2007).
|
|
|
4.1*
|
Form
of Certificate of Designation of Preferred Stock.
|
|
|
4.3
|
Form
of Indenture for Senior Debt Securities between the Registrant and Trustee to be designated.
|
|
|
4.6*
|
Form
of Unit Agreement.
|
|
|
10.1*
|
Form
of Securities Purchase Agreement or other similar agreement.
|
|
|
23.2
|
Consent
of Graubard Miller (included in its opinion filed as Exhibit 5.1).
|
|
|
24
|
Power
of Attorney (set forth on signature page).
|
|
|
25**
|
Form
T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of the
Trustee under an indenture.
|
|
|
*
|
To
be filed, if applicable, subsequent to the effectiveness of this Registration Statement by an amendment to this Registration Statement
or by incorporation by reference through a Current Report on Form 8-K filed in connection with an offering of securities.
|
|
|
**
|
To
be filed subsequent to the effectiveness of this Registration Statement pursuant to Section
305(b)(2) of the Trust Indenture Act of 1939, as amended.
|
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