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): June 1, 2016
CPI AEROSTRUCTURES, INC.
(Exact Name of Registrant as Specified in Charter)
| New York | 001-11398 | 11-2520310 | ||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
| 91 Heartland Boulevard, Edgewood, New York | 11717 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(631) 586-5200
(Registrant’s Telephone Number, Including Area Code)
(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):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
| Item 1.01. | Entry into a Material Definitive Agreement. |
The disclosure under Item 2.03 is incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On June 1, 2016, CPI Aerostructures, Inc. (the “Company”) entered into an ISDA Master Agreement and Schedule with Citizens Bank N.A. (the “Interest Rate Swap Agreement”) to fix the LIBOR portion of the interest rate on its revolving credit loan under the Amended and Restated Credit Agreement (the “Restated Agreement”), among the Company, the Lenders party thereto and BankUnited, N.A., lead arranger, administrative agent and collateral agent dated as of March 28, 2016 and amended as of March 24, 2016. The effect of the Interest Rate Swap Agreement is that the Company will pay a fixed interest rate of 4.55% on the revolving credit loan under the Restated Agreement for the duration of such revolving credit loan.
The foregoing description is qualified in its entirety by reference to the Interest Rate Swap Agreement, which is attached to this Form 8-K as Exhibit 10.1, and which is incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
A press release announcing the Interest Rate Swap Agreement and the transactions contemplated thereby is attached to this Form 8-K as Exhibit 99.1.
| Item 9.01. | Financial Statement and Exhibits. |
(d) Exhibits:
| Exhibit | Description |
| 10.1 | ISDA Master Agreement and Schedule with Citizens Bank N.A. dated as of June 1, 2016. |
| 99.1 | Press release. |
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: June 3, 2016 | CPI AEROSTRUCTURES, INC. | ||
| By: | /s/ Vincent Palazzolo | ||
| Vincent Palazzolo | |||
| Chief Financial Officer | |||
EXHIBIT INDEX
| Exhibit | Description |
| 10.1 | ISDA Master Agreement and Schedule with Citizens Bank N.A. dated as of June 1, 2016. |
| 99.1 | Press release. |