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): December 1, 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) ITEM 1.01 -- EXECUTION OF A MATERIAL, NON-ORDINARY COURSE AGREEMENT On December 1, 2005, CPI Aerostructures, Inc. ("Company") and Arthur August entered into an amendment to Mr. August's employment agreement, pursuant to which he will continue to act as Chairman Emeritus from January 1, 2006 until December 31, 2006. The amendment provides for Mr. August to receive a base salary of $60,000 for the year. Additionally, the non-compete fee payments set forth in the original employment agreement will not begin until January 1, 2007. A copy of the amendment is included as Exhibit 10.23 hereto. On December 5, 2005, the Company issued a press release announcing that Mr. August will continue to act as Chairman Emeritus until December 31, 2006. The press release is included as Exhibit 99.1 hereto. ITEM 9.01 -- FINANCIAL STATEMENT AND EXHIBITS 10.23 Letter Agreement, dated December 1, 2005, Amending Employment Agreement between the Company and Arthur August 99.1 Press release, dated December 5, 2005, announcing extension of employment of Arthur August as Chairman Emeritus until December 31, 2006 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: December 5, 2005 CPI AEROSTRUCTURES, INC. By: /s/ Edward J. Fred ---------------------------------- Edward J. Fred Chief Executive Officer