UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the annual meeting of the stockholders of Napco Security Technologies, Inc. (the “Company”) held on December 6, 2021 (“Annual Meeting”), Stockholders approved an amendment to the Company’s Certificate of Incorporation increasing the number of authorized shares the Company may issue to 100,000,000 shares of common stock, $.01 par value per share.
A copy of the Amendment is furnished as Exhibit 3 (iv).
Item 5.07. Submission of Matters to a Vote of Security Holders.
The matters voted on at the Annual Meeting and the results thereof were as follows:
Proposal 1: Election of directors. The following individuals were elected to the Company’s Board of Directors to hold office until the Annual Meeting after the 2024 fiscal year.
| For |
| Withheld |
| Broker Non-Votes | |
Paul Beeber | 14,341,583 | 1,496,388 | 1,299,400 | |||
Donna Soloway | 14,112,516 | 1,725,455 | 1,299,400 | |||
Rick Lazio | 14,972,993 | 864,978 | 1,299,400 |
Proposal 2: Approval of an Amendment to the Company Certificate of Incorporation to increase the number of authorized shares.
For |
| Against |
| Abstain |
15,501,172 | 1,629,921 | 6,278 |
Proposal 3: Ratification of the selection of Baker Tilly Virchow Krause LLP as the Company’s independent registered public accountants for fiscal 2022.
For |
| Against |
| Abstain |
| Broker Non-Votes |
17,030,075 | 92,254 | 15,042 | --- |
Item 8.01. Other Events.
On December 6, 2021, the Company’s Board of Directors authorized a 100% stock dividend to all holders of record (other than treasury shares) on December 20, 2021, which will be distributed on January 4, 2022. As a result of the stock dividend, shareholders will receive one additional share of common stock for every one share held on the record date. Upon distribution of the dividend, the total number of shares outstanding will increase from 18,353,584 to 36,707,168.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
| Description |
Exhibit 3(iv) | Amendment to the Amended and Restated Certificate of Incorporation | |
Exhibit 99.1 |
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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 thereunder duly authorized.
| NAPCO SECURITY TECHNOLOGIES, INC. | |||
| (Registrant) | |||
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Date: | December 7, 2021 | By: | /s/ Kevin S. Buchel | |
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| Kevin S. Buchel | ||
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| Executive Vice President-Operations | ||
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EXHIBIT 3(iv)
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF
NAPCO SECURITY TECHNOLOGIES, INC.
NAPCO SECURITY TECHNOLOGIES, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
FIRST:That at a meeting of the Board of Directors of NAPCO SECURITY TECHNOLOGIES, INC (the “Company”), resolutions were duly adopted setting forth a proposed amendment to the Company’s Certificate of Incorporation, declaring said amendment to be advisable and directing that said amendment be considered at the 2021 Annual Meeting of Stockholders. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that Article Fourth of the Amended and Restated Certificate of Incorporation of the Company be, and hereby is, amended to read in its entirety as follows:
“Fourth: The total number of shares that the Corporation be authorized to issue is 100,000,000 shares of common stock, $.01 par value per share.”
SECOND:That thereafter, pursuant to resolution of its Board of Directors, the 2021Annual Meeting of Stockholders was duly called and held at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
THIRD:That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said Corporation has caused this Certificate to be signed this 6th day of December, 2021.
NAPCO SECURITY TECHNOLOGIES, INC.
By:s/Kevin Buchel
Kevin S. Buchel
Executive Vice President
EXHIBIT 99.1
NAPCO Announces 2-For-1 Stock Split
Shareholders Approve Charter Amendment Increasing Authorized Shares
AMITYVILLE, N.Y., December 7, 2021 /PRNewswire/ -- NAPCO Security Technologies, Inc. (NASDAQ: NSSC), one of the leading manufacturers and designers of high-tech electronic security devices, wireless recurring communication services for intrusion and fire alarm systems as well as a leading provider of school safety solutions, today announced that its Board of Directors has declared a 2-for-1 stock split to be paid in the form of a 100% stock dividend. The stock split will be payable January 4, 2022, to all NAPCO shareholders of record (other than Treasury Shares) as of December 20, 2021.
As a result of the stock split, shareholders will receive one additional share of common stock for every one share held on the record date. Upon completion of the split, the total number of shares outstanding will increase from 18,353,584 to 36,707,168.
In addition, on December 6, 2021, the Company’s shareholders approved an amendment to the Company’s certificate of incorporation increasing the number of shares the Company is authorized to issue from 40,000,000 to 100,000,000 shares of common stock, $.01 par value by share.
Richard Soloway, Chairman and President, commented, "The Board believes that the 2-for-1 stock split will improve trading liquidity and broaden ownership of the Company’s common shares and that the amendment gives the Board added flexibility to effect additional stock splits in the future, if warranted”.
About NAPCO Security Technologies, Inc.
NAPCO Security Technologies, Inc., is one of the leading manufacturers and designers of high-tech electronic security devices, wireless recurring communication services for intrusion and fire alarm systems as well as a leading provider of school safety solutions, The Company consists of four Divisions: NAPCO, plus three wholly owned subsidiaries: Alarm Lock, Continental Instruments, and Marks USA. Headquartered in Amityville, New York, its products are installed by tens of thousands of security professionals worldwide in commercial, industrial, institutional, residential and government applications. NAPCO products have earned a reputation for innovation, technical excellence, and reliability, positioning the Company for growth in the multi-billion dollar and rapidly expanding electronic security market. For additional information on NAPCO, please visit the Company's web site at http://www.napcosecurity.com.
Safe Harbor Statement
This press release contains forward-looking statements that are based on current expectations, estimates, forecasts and projections of future performance based on management's judgment, beliefs, current trends, and anticipated product performance. These forward-looking statements include, but are not limited to, statements relating to the impact of COVID-19 pandemic; the growth of recurring service revenue and annual run rate; the introduction of new access control and locking products; the opportunities for fire alarm products; and our ability to execute our business strategies. Actual results, performance or achievements could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including those risk factors set forth in the Company's filings with the Securities and Exchange Commission, such as our annual report on Form 10-K and quarterly reports on Form 10-Q. Other unknown or unpredictable factors or underlying assumptions subsequently proving to be incorrect could cause actual results to differ materially from those in the forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. You should not place undue reliance on these forward-looking statements. All information provided in this press release is as of today's date, unless otherwise stated, and the Company undertakes no duty to update such information, except as required under applicable law.
Contacts:
Patrick McKillop
Director - Investor Relations
NAPCO Security Technologies, Inc.
NSSC (Nasdaq)
800-645-9445 ext. 374
Mobile- 516-404-3597