Current Report Filing (8-k)
April 17 2019 - 7:26AM
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):
April 15, 2019
CPI
AEROSTRUCTURES, INC.
(Exact
Name of Registrant as Specified in Charter)
New
York
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001-11398
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11-2520310
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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91
Heartland Boulevard, Edgewood, New York
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11717
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(Address
of Principal Executive Offices)
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(Zip Code)
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(631)
586-5200
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (
see
General Instruction A.2. below):
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☐
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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. ☐
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On
and effective April 15, 2019, the board of directors (“Board”) of CPI Aerostructures, Inc. (the “Company”)
increased the number of directors on the Board from seven to eight and appointed Ms. Janet K. Cooper to fill the resulting vacancy.
Ms. Cooper is deemed to be an independent director under the listing rules of the NYSE American, LLC.
Harvey
J. Bazaar, a Class I director and chairman of the audit committee of the Board, notified the Board that he will retire from the
board effective as of the Company’s 2019 annual meeting of stockholders. Ms. Cooper will be nominated for election to the
Board as a Class I director to replace Mr. Bazaar. Additionally, effective as of the 2019 annual meeting of stockholders, the
number of members of the Board will return to seven.
As
a non-employee director of the Company, Ms. Cooper will receive an annual fee of $72,222, representing pro-rated annual fees for
her service on the Board. Forty percent of Ms. Cooper’s annual compensation will be payable in cash and sixty percent will
be payable in common equity of the Company through restricted stock units, which vest in thirds. In addition, the Company will
enter into an indemnification agreement with Ms. Cooper, pursuant to which the Company will indemnify and advance expenses to
Ms. Cooper to the fullest extent permitted by applicable law. The foregoing description of the indemnification agreement is qualified
by reference to the full text of the Company’s form of director indemnification agreement, which is attached as Exhibit
10.29 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013.
The
Company issued a press release announcing Ms. Cooper’s appointment, which is filed herewith as Exhibit 99.1.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
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: April 16, 2019
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CPI AEROSTRUCTURES, INC.
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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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