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): July 19, 2012

 

 

UNIVERSAL SECURITY INSTRUMENTS, INC.

 (Exact name of registrant as specified in its charter)

 

Maryland 0-7885 52-0898545
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation)   Identification No.)

 

11407 Cronhill Drive, Suite A, Owings Mills, Maryland 21117

(Address of Principal Executive Offices)

 

 

Registrant’s telephone number, including area code: (410) 363-3000

 

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))

 

 
 

 

 

INFORMATION TO BE INCLUDED IN THE REPORT

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On July 19, 2012, the Registrant entered into an Addendum to the Second Amended and Restated Employment Agreement dated as of July 18, 2005 with Harvey B. Grossblatt, President and Chief Executive Officer of the Registrant (the “Addendum”). The Addendum extended the term of Mr. Grossblatt’s employment by one year, from July 31, 2012 to July 31, 2013, and continued the threshold of pre-tax net income of the Registrant on which the Executive may earn a bonus for the fiscal year beginning April 1, 2012 to 4% of shareholders’ equity as of April 1, 2012. The threshold on which the Executive may earn a bonus for the fiscal year beginning April 1, 2013 will be determined by the Registrant’s Compensation Committee prior to the beginning of such fiscal year.

 

Item 9.01. Financial Statements and Exhibits.

 

(c) Exhibits

 

The following exhibits are filed herewith:

 

Exhibit No.

10.1 Addendum, dated July 19, 2012, to Second Amended and Restated Employment Agreement

 

 

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: July 20, 2012  By:  /s/ Harvey B. Grossblatt
    Harvey B. Grossblatt
President

 

 

 

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Exhibit 10.1

 

ADDENDUM TO

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

 

THIS ADDENDUM TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “ Addendum ”) is made as of the 19 th day of July, 2012 by and between UNIVERSAL SECURITY INSTRUMENTS, INC. , a Maryland corporation (the “ Company ”) and HARVEY B. GROSSBLATT (the “ Executive ”).

 

INTRODUCTORY STATEMENT

 

The Company and Executive entered into a Second Amended and Restated Employment Agreement dated as of July 18, 2005, as amended (the “ Original Agreement ”). The parties desire to extend the term of the Original Agreement for an additional one-year term and amend certain provisions of the “Bonus Formula” set forth therein.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

A. All capitalized terms not otherwise defined in this Addendum shall have the meanings set forth in the Original Agreement.

 

B. The first sentence of Section 1(b) of the Original Agreement is hereby amended in it entirety to read as follows:

 

Subject to Section 7, the Company shall employ the Executive pursuant to the terms hereof for the period commencing as of the date hereof and ending on July 31, 2013.

 

C. With respect to any Bonus to which the Executive is entitled with respect to the fiscal year of the Company beginning April 1, 2012, the Bonus Threshold as set forth on Exhibit A to the Original Agreement shall be the amount of Pre-Tax Net Income equal to 4% of shareholders’ equity as of April 1, 2012. With respect to any Bonus to which the Executive is entitled with respect to subsequent fiscal years of the Company, the Bonus Threshold as set forth on Exhibit A to the Original Agreement shall determined by the Compensation Committee of the Board of Directors of the Company prior to the beginning of each such fiscal year.

 

D. In all other respects, the Original Agreement, as amended hereby, shall remain in full force and effect.

 

IN WITNESS WHEREOF, the parties have executed this Addendum as of the day and year first above written.

 

 

  UNIVERSAL SECURITY INSTRUMENTS, INC.
     
     
  By:      /s/
    James B. Huff, Vice President
   
   
      /s/
  Harvey B. Grossblatt