------------------------------------ OMB APPROVAL ------------------------------------ OMB Number: 3235-0060 Expires: March 31, 2006 Estimated average burden hours per response............2.64 ------------------------------------ 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): May 24, 2005 ------------ CPI AEROSTRUCTURES, INC. ------------------------ (Exact Name of Registrant as Specified in Charter) New York 1-11398 11-2520310 -------------------------------- ---------------- ----------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 60 Heartland Blvd, Edgewood, New York 11717 ---------------------------------------------------- -------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (631) 586-5200 -------------- 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): [ ] 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 -- EXECUTION OF A MATERIAL, NON-ORDINARY COURSE AGREEMENT On March 22, 2005, the Board of Directors of CPI Aerostructures, Inc. ("Company") approved an amendment to the Company's Performance Equity Plan 2000 ("Plan") to increase the number of shares of common stock available for issuance under the Plan from 830,000 shares of common stock to 1,230,000 shares of common stock. On May 24, 2005, the shareholders of the Company approved the amendment to the Plan. A copy of the amendment to the Plan is included as Exhibit 10.6.1 hereto. ITEM 9.01 -- FINANCIAL STATEMENT AND EXHIBITS 10.6.1 Amendment to the Performance Equity Plan 2000 2 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: May 24, 2005 CPI AEROSTRUCTURES, INC. By: /s/ Edward J. Fred --------------------------------- Edward J. Fred Chief Executive Officer 3