Current Report Filing (8-k)
July 10 2018 - 5:00PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
July 5, 2018
CPI
AEROSTRUCTURES, INC.
|
(Exact
Name of Registrant as Specified in Charter)
|
New
York
|
|
001-11398
|
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11-2520310
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(State
or Other Jurisdiction
of
Incorporation)
|
|
(Commission
File
Number)
|
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(IRS
Employer
Identification
No.)
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91
Heartland Boulevard, Edgewood, New York
|
|
11717
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(Address
of Principal Executive Offices)
|
|
(Zip
Code)
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Registrant’s
Telephone Number, Including Area Code:
(631) 586-5200
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of Holdco
under any of the following provisions (
see
General Instruction A.2. below):
|
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
On
July 5, 2018, CPI Aerostructures, Inc. (the “
Company
”) filed a complaint in the Supreme Court of the State
of New York, County of New York, against Air Industries Group (“
Air Industries
”) relating to
the previously announced Stock Purchase Agreement dated as of March 21, 2018 (the “
Agreement
”) between
the Company and Air Industries, pursuant to which Air Industries agreed to sell to the Company all of the shares of capital
stock of its subsidiary, Welding Metallurgy, Inc. (“
WMI
”).
The
complaint alleges that Air Industries willfully breached its contractual obligation to provide financial information required
to fulfill key conditions for closing under the Agreement. The Company is seeking, among other things, an order of specific performance
requiring Air Industries to comply with its obligations under the Agreement, monetary damages, and attorneys’ fees and costs.
A
copy of the press release issued by the Company in connection with the filing of the complaint is attached hereto as Exhibit 99.1
and is incorporated by reference herein.
The
information contained in the press release is being furnished and shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934 (the “
Exchange Act
”) or otherwise subject to the liability of such
section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits:
Exhibit No.
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Description
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99.1
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Press
release, dated July 5, 2018.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: July 10, 2018
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CPI AEROSTRUCTURES, INC.
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|
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By:
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/s/ Vincent
Palazzolo
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Vincent Palazzolo
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Chief Financial Officer
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