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): October 16, 2012

LMI AEROSPACE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Missouri	0-24293	43-1309065
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
411 Fountain Lakes Blvd. St. Charles, MO		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 1 – Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement.

On October 16, 2012, LMI Aerospace, Inc. (the “Company”) entered into an amendment to the employment agreement of Lawrence E. Dickinson, Vice President, Chief Financial Officer and Secretary of the Company, effective as of October 15, 2012. The amendment increased Mr. Dickinson’s annual base salary for the period commencing October 1, 2012 and ending December 31, 2012 from $245,884 to $285,000. The amendment also changed Mr. Dickinson’s annual base salary for calendar 2013, and for so long as the employment agreement remains in effect, to $293,550. These changes were authorized by the Compensation Committee of the Company’s Board of Directors.

This description of the terms and conditions of the amendment is qualified in its entirety by reference to the amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

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 October 16, 2012, the Company entered into an amendment to the employment agreement of Lawrence E. Dickinson, Vice President, Chief Financial Officer and Secretary of the Company, effective as of October 15, 2012. A brief description of the terms and conditions of the amendment is contained in Item 1.01 above and is incorporated herein by reference.

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 effective as of October 15, 2012, by and between LMI Aerospace, Inc. and Lawrence E. Dickinson.

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Signatures

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: October 22, 2012

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

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EXHIBIT INDEX

Exhibit Number	Description
10.1	Amendment to Employment Agreement dated effective as of October 15, 2012, by and between LMI Aerospace, Inc. and Lawrence E. Dickinson.

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EX-10.1

Exhibit 10.1

AMENDMENT

TO

EMPLOYMENT AGREEMENT

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is made and entered into effective as of October 15, 2012, by and between, LMI AEROSPACE, INC., a Missouri corporation (the “Corporation”) and LAWRENCE E. DICKINSON (the “Employee”).

Whereas, the Corporation and the Employee are parties to an employment agreement between the Corporation and the Employee dated as of January 1, 2011 (the “Employment Agreement”), a copy of which is attached and incorporated herein by reference;

Whereas, the Corporation and the Employee have agreed to amend the Employment Agreement;

Whereas, paragraph 11 of the Employment Agreement provides that amendments thereto must be in writing and signed by both parties;

NOW, THEREFORE, the Corporation and the Employee do hereby agree to the following:

1. Section 3(A) of the Employment Agreement is hereby deleted and replaced with the following:

3. Compensation.

(A) During the period from January 1, 2012 to September 30, 2012, the Corporation shall compensate the Employee for the Employee’s services rendered hereunder by paying to the Employee an annual salary (“Base Salary”) of Two Hundred Forty Five Thousand Eight Hundred Eighty Four and 00/100 Dollars ($245,884.00), less any authorized or required payroll deductions. During the period from October 1, 2012 to December 31, 2012, the Employee’s Base Salary shall be Two Hundred Eighty Five Thousand and 00/100 Dollars ($285,000.00), less any authorized or required payroll deductions. During the period form January 1, 2013 through December 31, 2013, the Employee’s Base Salary shall be Two Hundred Ninety Three Thousand Five Hundred Fifty and 00/100 Dollars ($293,550.00). Thereafter, as long as this Agreement remains in effect, the annual Base Salary that the Corporation shall pay to the Employee for his services rendered hereunder shall be Two Hundred Ninety Three Thousand Five Hundred Fifty and 00/100 Dollars ($293,550.00), less any authorized or required payroll deductions. Payment of this salary will be made in accordance with the payroll policies of the Corporation in effect from time to time.

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

3. In the event of a conflict between the provisions of this Amendment and the provisions of the Employment Agreement (without regard to this Amendment), the provisions of this Amendment shall control. All defined terms appearing in this Amendment shall continue to have the same meaning as provided in the Employment Agreement, unless modified by this Amendment.

5. Except to the extent specifically amended by this Amendment, all of the terms, provisions, conditions, covenants, representations and warranties contained in the Employment 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 the Employee and their respective heirs, executors, administrators, legal administrators, successors and permitted assigns.

7. 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 to Employment Agreement as of the date first above-written.

LMI AEROSPACE, INC. (“Corporation”)
By:
	Ronald S. Saks, President
	Lawrence E. Dickinson (“Employee”)

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