8-K

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 24, 2008

LMI AEROSPACE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Missouri

(State or Other Jurisdiction of Incorporation)

0-24293	43-1309065
(Commission File Number)	(IRS Employer Identification No.)
411 Fountain Lakes Blvd., St. Charles, Missouri	63301
(Address of Principal Executive Offices)	(Zip Code)

(636) 946-6525

(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))

Section 5 – Corporate Governance and Management

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 24, 2008, LMI Aerospace, Inc. (the “Company”) entered into an Amendment to Employment Agreement (the “Amendment”) with Ronald S. Saks, its President and Chief Executive Officer (“Employee”), which amends, as described below, the Employment Agreement (the “Employment Agreement”) entered into between Employee and the Company as of January 1, 2008. The description of the Amendment is qualified in its entirety by the Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by this reference.

The Amendment revises the determination of Employee’s annual performance bonus by basing such determination on the total overall performance of both segments of the Company’s business, namely, the Aerostructures segment and the Engineering Services segment. Such performance bonus will be payable if the Company achieves a minimum threshold of annual income from operations that, for 2008, is $19,000,000 (which represents approximately 60% of the targeted annual income from operations of the Company for 2008) and for 2009 and 2010, is equal to 60% of the targeted annual income from operations for each year, respectively. For purposes of these calculations, the annual income from operations of the Company will include the annual income or loss from operations of D3 Technologies, Inc., the Company’s recently acquired subsidiary. The performance bonus, if earned, will be an amount equal to 5% of Employee’s applicable base salary plus the sum of (i) 0.650% of the Company’s annual income from operations which exceeds the threshold and is less than or equal to the Company’s targeted annual income from operations and (ii) 1% of the Company’s net income from operations which exceeds the Company’s targeted annual income from operations for the year in question. The other terms and conditions of the Employment Agreement remain unchanged.

The annual performance bonus of the Company’s executive officers, including Mr. Saks, had been based on annual income from operations excluding income or loss of D3 Technologies, Inc., which constitutes the Engineering Services segment of the Company’s business. The revision to Mr. Saks’ employment agreement, which was approved by the Compensation Committee of the Company’s Board of Directors, was made to reflect the broader responsibilities of the Chief Executive Officer for the overall performance of the Company.

Section 9 – Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exhibits.

(d)	Exhibits
	Exhibit No.	Description
	10.1	Amendment to Employment Agreement dated as of April 24, 2008.

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.

Date:  April 25, 2008

LMI AEROSPACE, INC.
By:	/s/ Lawrence E. Dickinson
	Lawrence E. Dickinson
	Secretary and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment to Employment Agreement dated as of April 24, 2008.

EX-10.1

Exhibit 10.1

AMENDMENT TO EMPLOYMENT AGREEMENT

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into effective as of April 24, 2008, by and between LMI AEROSPACE, INC., a Missouri corporation (the “Corporation”), and Ronald S. Saks (“Employee”).

WHEREAS, the Corporation and Employee entered into that certain Employment Agreement (the “Agreement”) effective as of January 1, 2008; and

WHEREAS, the Corporation and Employee desire to amend the Agreement as provided in this Amendment;

NOW, THEREFORE, the Corporation and Employee hereby agree as follows:

1.           Section 3(B) of the Agreement shall be deleted and replaced with the following:

“(B)           With respect to each fiscal year of the Corporation during the term of this Agreement, (i) provided that Employee is employed under the terms of this Agreement as of the last day of such fiscal year, and (ii) the Corporation’s “Annual Income from Operations” (as that term is hereinafter defined) exceeds the “Threshold” (as that term is hereinafter defined), the Corporation shall pay to Employee, in addition to the Base Salary, an annual “Performance Bonus” as determined according to this Section 3(B). As used in this Agreement, the “Threshold” means, with respect to each fiscal year of the Corporation, Sixty Percent (60%) of the Corporation’s annual budget for Annual Income from Operations for such fiscal year; provided, however, that, with respect to fiscal year 2008 of the Corporation, the Threshold shall be  Nineteen Million Dollars ($19,000,000).

The amount of the annual Performance Bonus (if any) with respect to each fiscal year  shall be equal to:

(1) Five Percent (5.0%) of the Employee’s Base Salary; plus

(2) Sixty-Five Hundredths of One Percent (0.650%) of the Corporation’s Annual Income from Operations which exceeds the Threshold and is less than or equal to the Corporation’s annual budget for Annual Income from Operations; plus

(3) One Percent (1.0%) of the Corporation’s Annual Income from Operations in excess of the Corporation’s annual budget for Annual Income from Operations for the year in question.

In the event the Corporation’s Annual Income from Operations for a fiscal year of the Corporation is less than the Threshold applicable to the year, the Employee shall not be entitled to a Performance Bonus with respect to such fiscal year.

For purposes of the calculation of the Performance Bonus, the Corporation’s “Annual Income from Operations” means the consolidated Income from Operations of the Corporation and its subsidiaries, for a given fiscal year, as determined by the firm of independent certified public accountants providing auditing services to the Corporation, using generally accepted accounting principles consistently applied, and calculated without regard to (a) any bonus paid to the Corporation’s Chairman of the Board and any formula bonuses paid pursuant to employment contracts, (b) federal and state income tax, (c) any interest expense or other income and expense as they appear on the Corporation’s annual audited financial statements, and (d) any income or loss attributable to any corporation or entity (including the assets of a corporation or entity that constitute an operating business) acquired by or merged into the Corporation subsequent to the effective date of this Agreement. The Corporation shall pay to Employee any Performance Bonus due the Employee hereunder not later than fifteen (15) days after the receipt by the Corporation of its annual audited financial statements, which the Corporation expects to receive within ninety (90) days after the end of each fiscal year of the Corporation.”

2.           All references in the Agreement to this “Agreement” and any other references of similar import shall henceforth mean the Agreement as amended by this Amendment.

3.           In the event of a conflict between the provisions of this Amendment and the provisions of the Agreement, the provisions of this Amendment shall control.  All defined terms appearing in the Agreement shall continue to have the same meaning as provided in the Agreement, unless modified by this Amendment.  The defined terms appearing in this Amendment are specific to this Amendment.

4.           Except to the extent specifically amended by this Amendment, all of the terms, provisions, conditions, covenants, representations and warranties contained in the Agreement shall be and remain in full force and effect and the same are hereby ratified and confirmed.

5.           This Amendment shall be binding upon and inure to the benefit of the Corporation and Employee and their respective heirs, executors, administrators, legal administrators, successors and permitted assigns.

6.           This Amendment shall be governed by and construed in accordance with the substantive laws of the State of Missouri (without reference to conflict of law principles).

The parties have executed this Amendment as of the date first above-written.

	LMI AEROSPACE, INC. (“Corporation”)
By:	/s/ Lawrence E. Dickinson
Title:	Chief Financial Officer
	/s/ Ronald S. Saks
	Ronald S. Saks (“Employee”)