-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VgD66arJMlvEKTMnVCC+erVDHah4AdeoAtmKq7Y69jjRc3gWAQOxdNCYJtrDHHpJ dLl4txdsJulfj+u62VSOfQ== 0000928385-97-000605.txt : 19970403 0000928385-97-000605.hdr.sgml : 19970403 ACCESSION NUMBER: 0000928385-97-000605 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970402 SROS: NASD GROUP MEMBERS: BRONSON STEVEN N/ BARBER & BRONSON INC GROUP MEMBERS: PRIVATE OPPORTUNITY PARTNERS LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CPI AEROSTRUCTURES INC CENTRAL INDEX KEY: 0000889348 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 112520310 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46461 FILM NUMBER: 97573357 BUSINESS ADDRESS: STREET 1: 200A EXECUTIVE DR CITY: EDGEWOOD STATE: NY ZIP: 11717 BUSINESS PHONE: 5165865200 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRONSON STEVEN N/ BARBER & BRONSON INC CENTRAL INDEX KEY: 0001000390 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2101 WEST COMMERCIAL BLVD CITY: FT LAUDERDALE STATE: FL ZIP: 33309 BUSINESS PHONE: 3057307700 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) CPI Aerostructures, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.001 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 125919 ------ (CUSIP Number) Steven N. Bronson Private Opportunity Partners, Ltd. 201 South Biscayne Boulevard Suite 2950 Miami, Florida 33131 (305) 536-8500 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 19, 1996 and September 24, 1996 - ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ] Check the following box if a fee is being paid with this statement. [ ] (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. /*/The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D - --------------------- --------------------- CUSIP No. 125919 Page 2 of 7 Pages - --------------------- --------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Steven N. Bronson - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 25,000 SHARES ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 150,000 REPORTING ------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 311,140 ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 275,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 586,140 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D - --------------------- --------------------- CUSIP No. 125919 Page 3 of 7 Pages - --------------------- --------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Private Opportunity Partners, Ltd. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 150,000 SHARES ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH -0- REPORTING ------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 275,000 ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 275,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1. SECURITY AND ISSUER Except as expressly amended below, the Schedule 13D, dated June 19, 1996, as heretobefore filed on behalf of Steven N. Bronson and Private Opportunity Partners, Ltd., a Florida limited partnership (the "Partnership"), with respect to the Shares of Common Stock (the "Common Shares") of CPI Aerostructures, Inc., a New York corporation (the "Issuer"), remains in full force and effect. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5. is hereby amended in its entirety to read as follows: (a)(b) Mr. Bronson may be deemed to beneficially own an aggregate of 586,140 Common Shares, representing approximately 9.5% of the total Common Shares deemed outstanding. Such Common Shares include 25,000 Common Shares held of record, 12,500 Common Shares issuable upon exercise of Placement Warrants (as defined below) purchased by Mr. Bronson in the Issuer's Private Placement (as defined below), 119,890 Common Shares issuable upon exercise of Consultant's Warrants (as defined below) issued to Mr. Bronson pursuant to a Financial Consulting Agreement dated April 3, 1996 between the Issuer and B&B (the "Consulting Agreement") and 153,750 Common Shares issuable upon exercise of Placement Agent's Warrants (the "Placement Agent's Warrants") issued to Mr. Bronson pursuant to a Placement Agreement dated as of May 10, 1996 between the Issuer and B&B (the "Placement Agreement"). In addition, Mr. Bronson is the President of the corporate general partner of the Partnership. The Partnership may be deemed to beneficially own an aggregate of 275,000 Common Shares, representing approximately 4.7% of the total Common Shares deemed outstanding. Such Common Shares include 150,000 Common Shares held of record and 125,000 Common Shares issuable upon exercise of Placement Warrants purchased by the Partnership in the Issuer's Private Placement described below. Accordingly, Mr. Bronson shares voting and dispositive power with respect to such shares and, accordingly, will be deemed to beneficially own such shares. The Partnership disclaims beneficial ownership of the Common Shares beneficially owned by Mr. Bronson. In addition to the foregoing, Mr. Barber beneficially owns 138,426 Common Shares, consisting of 25,000 Common Shares held of record, 12,500 Common Shares issuable upon exercise of Placement Warrants, 49,926 Common Shares issuable upon exercise of Consultant's Warrants and 51,000 Common Shares underlying Placement Agent's Warrants. Mr. Cassel beneficially owns 174,750 Common Shares, consisting of (i) 12,500 Common Shares held of record by and 6,250 Common Shares issuable upon exercise of Placement Warrants held by Mr. Cassel's IRA; (ii) 12,500 Common Shares held of record by and 6,250 Common Shares issuable upon exercise of Placement Warrants held jointly by Mr. Cassel and his spouse; (iii) 52,500 Common Shares issuable upon exercise of Consultant's Warrants; and (iv) 84,750 Common Shares underlying Placement Agent's Warrants. Eric R. Elliott beneficially owns 67,184 Common Shares, consisting of 25,000 Common Shares held of record, 12,500 Common Shares issuable upon exercise of Placement Warrants, 14,684 Common Shares issuable upon exercise of Consultant's Warrants and 15,000 Common Shares underlying Placement Agent's Warrants included therein. Barry J. Booth beneficially owns 6,000 Common Shares, consisting of 3,000 Common Shares issuable upon exercise of Consultant's Warrants and 3,000 Common Shares underlying Placement Agent's Warrants. 4 Mr. Barber, Mr. Cassel, Mr. Elliott and Mr. Booth disclaim beneficial ownership of the Common Shares owned of record by each other and by Mr. Bronson and the Partnership. Mr. Bronson and the Partnership also disclaim beneficial ownership of the Common Shares beneficially owned by Mr. Barber, Mr. Cassel, Mr. Elliott and Mr. Booth. The foregoing Common Shares do not include any Common Shares held of record in the trading account of B&B, and with respect to which Common Shares each of, the foregoing persons disclaim beneficial ownership. (c) On April 3, 1996, the Issuer entered into the Consulting Agreement with B&B pursuant to which B&B, or its assignees, were granted warrants to purchase 300,000 Common Shares at $1.00 per Common Share (the "Consultant's Warrants"). The Consultant's Warrants were issued to Steven N. Bronson, Bruce C. Barber, James S. Cassel, Eric R. Elliott and Barry J. Booth, among others. On June 18, 1996, the Issuer completed a private placement (the "Private Placement") under Regulation D promulgated under the Securities Act of 1933, as amended, of 82 Units (the "Units"), each Unit consisting of 25,000 Common Shares and five-year Redeemable Class B Common Share Purchase Warrants to purchase 12,500 Common Shares at $2.00 per Common Share (the "Placement Warrants"). Among others, Steven N. Bronson, Bruce C. Barber, James S. Cassel and Eric R. Elliott purchased Units in this Private Placement. B&B acted as placement agent for the Private Placement. Upon consummation of the Private Placement, the Issuer sold to B&B, or its assigns, for nominal consideration, the Placement Agent's Warrants to purchase 8.2 additional Units for a five-year period at a purchase price of $25,000 per Unit (the "Placement Agent's Warrants"). The Placement Agent's Warrants were issued to Mr. Bronson, Mr. Barber, Mr. Cassel and Mr. Elliott, among others. On September 19, 1996 and September 24, 1996, the Partnership sold, in open market transactions, 50,000 Common Shares at a price of $2.437 and $2.25 per share, respectively. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of such securities of the Issuer. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit B - Joint Filing Agreement 5 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. PRIVATE OPPORTUNITY PARTNERS, LTD., a Florida limited partnership By: B&B Management Group, Inc., a Florida corporation, General Partner Dated: As of September 24, 1996 By: /s/ Steven N. Bronson, President ---------------------------------- Steven N. Bronson, President Dated: As of September 24, 1996 /s/ Steven N. Bronson ---------------------------------- Steven N. Bronson 6 JOINT FILING AGREEMENT (Pursuant to Rule 13d-1(f)) The undersigned hereby agree that the statement on Schedule 13D to which this agreement is attached is, and any amendment thereto will be, filed with the U.S. Securities and Exchange Commission on behalf of each of the undersigned. This agreement may be executed in any number of counterparts, each of which shall be deemed an original but all together shall constitute one and the same agreement. PRIVATE OPPORTUNITY PARTNERS, LTD., a Florida limited partnership By: B&B Management Group, Inc., a Florida corporation, General Partner Dated: As of September 24, 1996 By: /s/ Steven N. Bronson, President ------------------------------------- Steven N. Bronson, President Dated: As of September 24, 1996 /s/ Steven N. Bronson ------------------------------------- Steven N. Bronson 7 -----END PRIVACY-ENHANCED MESSAGE-----