UUU 8-K
Universal Safety Products, Inc. (UUU)
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
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction | (Commission File Number) | (IRS Employer |
| of Incorporation) | Identification No.) |
(Address of Principal Executive Offices)
Registrant’s telephone number, including
area code: (
Inapplicable
(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:
| 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
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. ¨
INFORMATION TO BE INCLUDED IN THE REPORT
| Item 1.01. | Entry into a Material Definitive Agreement. |
As previously reported, on October 29, 2024, Universal Security Instruments, Inc., a Maryland corporation (“USI”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) by and among USI, a wholly owned subsidiary of USI and Feit Electric Company, Inc., a California corporation. On November 18, 2024, Harvey B. Grossblatt, President and Chief Executive Officer of USI and USI entered into a letter agreement (the “Letter Agreement”) pursuant to which Mr. Grossblatt waived certain “change of control” payments to which he would be entitled pursuant to the terms of the Second Amended and Restated Employment Agreement dated as of July 18, 2005 by and between Mr. Grossblatt and USI. The waiver set forth in the Letter Agreement is only effective with respect to a “change of control” which would occur as a result of the transaction with Feit Electric pursuant to the terms of the Purchase Agreement.
| Item 9.01. | Financial Statements and Exhibits. |
(c) Exhibits
The following exhibits are filed herewith:
Exhibit No.
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 thereunto duly authorized.
| UNIVERSAL SECURITY INSTRUMENTS, INC. | ||
| (Registrant) | ||
| Date: November 19, 2024 | By: | /s/ Harvey B. Grossblatt |
| Harvey B. Grossblatt | ||
| President | ||
Exhibit 10.1
Harvey B. Grossblatt
28 Westspring Way
Lutherville, Maryland 21093
November 18, 2024
Universal Security Instruments, Inc.
11407 Cronhill Drive, Suite A
Owings Mills, Maryland 21117
Gentlemen:
Reference is made to the Second Amended and Restated Employment Agreement by and between Universal Security Instruments, Inc., a Maryland corporation (the “Company”) and me, dated July 18, 2005, as amended (the “Employment Agreement”). Capitalized terms not otherwise defined in this letter have the meanings ascribed to such terms in the Employment Agreement.
Reference is also made to the Asset Purchase Agreement by and between the Company, USI Electric, Inc., a wholly-owned subsidiary of the Company, and Feit Electric Company, Inc., a California corporation (“Feit Electric”), dated October 29, 2024 (the “Purchase Agreement”).
The sale of assets to Feit Electric pursuant to the terms of the Purchase Agreement would be a Change of Control as defined in the Employment Agreement. Furthermore, the Company will not renew my employment at the end of the current Employment Period (although it is anticipated that I will be retained by the Company following the Closing Date (as defined in the Purchase Agreement) to supervise the orderly liquidation of the Company’s remaining assets on terms to be agreed upon by me and the Company). In addition, following such Closing Date, I will be engaged by Feit Electric as contemplated by the Purchase Agreement and, in such capacity, the Company will allow me to share confidential information of the Company with Feit Electric.
In consideration of the above and the benefits that will accrue to all Company shareholders as a result of the Company’s transaction with Feit Electric pursuant to the Purchase Agreement, I hereby waive and agree to forever forego all severance and Change of Control payments and benefits due or which may become due to me pursuant to the terms of the Employment Agreement, other than a lump sum severance payment in an amount equal to the previous 12 months’ Annual Base Salary and last Bonus payable on, and measured as of, July 31, 2025, the last day of the Employment Period.
This waiver is only effective with respect to the closing of the transaction contemplated by the Purchase Agreement and will be void and of no affect in the event the Closing (as defined in the Purchase Agreement) does not take place for any reason whatsoever or with respect to a different transaction which would be a Change of Control.
If the Company agrees to the terms set forth in this letter, please countersign in the space provided below and return the countersigned copy to me. Thank you.
| /s/ | |
| Harvey B. Grossblatt |
| AGREED: | ||
| UNIVERSAL SECURITY INSTRUMENTS, INC. | ||
| /s/ | ||
| James B. Huff, Vice President | ||