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): June 14, 2016
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QUALSTAR CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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California (State or other Jurisdiction of Incorporation or Organization) |
000-30083 (Commission File Number) |
95-3927330 (I.R.S. Employer Identification No.) |
130 West Cochran Street, Unit C
Simi Valley, CA 93065
(Address of principal executive offices) (Zip Code)
(805) 583-7744
(Registrant’s telephone number, including area code)
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 communication pursuant to Rule 425 under 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 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act CFR 240.17R 240.13e-4(c))
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Item 3.03. |
Material Modification to Rights of Security Holders. |
On June 14, 2016, upon receiving approval from a majority of the outstanding shares of common stock (the “Common Stock”) of Qualstar Corporation (the “Company”) at the 2016 Annual Meeting of Shareholders of the Company (the “Annual Meeting”) (as described below), the Company filed with the Secretary of State of the State of California a Certificate of Amendment of Restated Articles of Incorporation (the “Certificate of Amendment”) to implement a one-for-six reverse stock split (the “Reverse Split”) of all outstanding shares of Common Stock, effective as of the close of business on June 14, 2016 (the “Effective Time”). The Reverse Split decreased the number of outstanding shares of Common Stock from approximately 12.3 million to approximately 2.0 million. The Company’s authorized number of shares of Common Stock remains 50,000,000 and the authorized number of shares of preferred stock of the Company remains 5,000,000. A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.
The Reverse Split became effective as of the close of business on June 14, 2016, at which time each six (6) shares of Common Stock issued and outstanding immediately prior to the Effective Time automatically were combined, reclassified and converted into one (1) fully paid and nonassessable share of Common Stock, subject to the treatment of fractional share interests, determined at the beneficial owner level. Shareholders who otherwise would have been entitled to receive fractional shares as a result of the Reverse Split will instead receive a cash payment in lieu thereof equal to the fraction to which such shareholder otherwise would have been entitled multiplied by $2.52, which represents the last sale price of the Common Stock as reported on The Nasdaq Capital Market (as adjusted to reflect the Reverse Split) on June 13, 2016, the last trading day preceding the effective date of the Reverse Split. In addition, the aggregate number of equity-based awards that remain available to be granted under the Company’s equity incentive plans and other benefit plans will be reduced proportionately to reflect the Reverse Split, and all outstanding options, warrants, notes, debentures and other securities convertible into Common Stock will be adjusted as a result of the Reverse Split, as required by the terms of these securities.
Shareholders who are holding their shares in electronic form at brokerage firms do not need to take any action, as the effect of the Reverse Split will automatically be reflected in their brokerage accounts. The Company’s transfer agent, Corporate Stock Transfer, Inc., will provide instructions to shareholders of record regarding the process for exchanging share certificates and all book-entry or other electronic positions representing issued and outstanding shares of the Common Stock will be automatically adjusted.
Trading of the Common Stock will continue on The Nasdaq Capital Market on a Reverse Split-adjusted basis under the trading symbol “QBAK.” The new CUSIP number for the Common Stock following the Reverse Split is 74758R 208.
Immediately after the Reverse Split, each shareholder’s percentage ownership interest in the Company and proportional voting power remains unchanged, except for minor changes and adjustments that will result from the treatment of fractional shares. The rights and privileges of the holders of shares of Common Stock will be substantially unaffected by the Reverse Split.
On June 15, 2016, the Company issued a press release announcing the Reverse Split, as well as the results of the Annual Meeting (as discussed below). A copy of the press release is filed herewith as Exhibit 99.1.
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Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information set forth in Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03. A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K.
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Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
On June 14, 2016, the Company’s shareholders approved three proposals at the Annual Meeting. Of the 12,253,117 shares of Common Stock outstanding as of the record date, 11,412,786 shares (or approximately 93.1% of the issued and outstanding shares) were represented at the Annual Meeting, which constituted a quorum. The Company’s shareholders voted on the following matters, of which a description of each may be found in the Company’s Proxy Statement: (i) to elect four directors to serve one-year terms expiring at the Annual Meeting, or until their successors have been duly elected and qualified; (ii) to approve the appointment of Marcum LLP as the independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2016; and (iii) to approve an amendment to the Company’s Restated Articles of Incorporation to implement the Reverse Split, within a range from 1-for-2 to 1-for-20, with the exact ratio of the Reverse Split to be determined by the Board of Directors of the Company (the “Board”). The number of votes cast for and against (or withheld) and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below.
On June 14, 2016, the independent inspector of elections for the Annual Meeting, Christel Pauli of American Election Services, LLC, delivered the certified results, which reported that shareholders had voted to: (i) elect the four nominees to the Board; (ii) approve the appointment of Marcum LLP as the independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2016; and (iii) approve an amendment to the Company’s Restated Articles of Incorporation to implement the Reverse Split, within a range from 1-for-2 to 1-for-20, with the exact ratio of the Reverse Split to be determined by the Board.
Proposal 1: Annual Election of Directors
The voting results for the annual election of directors are as follows:
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm
The Company’s shareholders ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016. The following sets forth the results of the voting with respect to this proposal:
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Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes |
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8,934,202 |
2,476,288 |
2,296 |
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Proposal 3: Approval of Reverse Split
The Company’s shareholders approved of the proposal to authorize the Board to effect a reverse stock split of all outstanding shares of Common Stock, at any ratio at its discretion, from 1-for-2 up to 1-for-20. The following sets forth the results of the voting with respect to this proposal:
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Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes |
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7,812,449 |
3,592,435 |
7,902 |
— |
No other items were presented for shareholder approval at the Annual Meeting.
On June 15, 2016, the Company issued a press release announcing the results of its Annual Meeting held on June 14, 2016. A copy of the press release is filed herewith as Exhibit 99.1.
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Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
Description |
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3.1 |
Certificate of Amendment of Restated Articles of Incorporation, dated June 14, 2016 |
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99.1 |
Press Release, dated June 15, 2016 |
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.
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QUALSTAR CORPORATION |
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Dated: June 17, 2016 |
By: |
/s/ Steven N. Bronson |
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Name: Steven N. Bronson |
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Title: President and Chief Executive Officer |
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
RESTATED ARTICLES OF INCORPORATION
OF
QUALSTAR CORPORATION
The undersigned hereby certify that:
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1. |
They are the President and the Chief Financial Officer, respectively, of QUALSTAR CORPORATION, a California corporation (the “ Corporation ”). |
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2. |
ARTICLE THREE of the Restated Articles of Incorporation of the Corporation is amended in its entirety to read as follows: |
“Section 1. On the close of business on the date this Certificate of Amendment is filed with the California Secretary of State (the “ Effective Time ”), each six (6) shares of Common Stock issued and outstanding or held by the Corporation in treasury stock immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof or the Corporation, be combined and converted into one (1) share of validly issued, fully paid and non-assessable Common Stock, subject to the treatment of fractional share interests as described below (the “ Reverse Stock Split ”). No fractional shares of Common Stock shall be issued in connection with the Reverse Stock Split. Rather, any shareholder that would be entitled to receive fractional shares as a result of the Reverse Stock Split shall instead receive a cash payment in lieu thereof equal to the fraction to which such shareholder would otherwise be entitled multiplied by the last sale price of the Common Stock as reported on The Nasdaq Capital Market (as adjusted to reflect the Reverse Stock Split) on the last trading day preceding the effective date of the Reverse Stock Split.
Section 2. The Corporation is authorized to issue two classes of shares designated, respectively, “Common Stock” and “Preferred Stock,” and referred to herein either as Common Stock or Common shares and Preferred Stock or Preferred shares, respectively. The number of shares of Common Stock which the Corporation is authorized to issue is Fifty Million (50,000,000) and the number of shares of Preferred Stock which the Corporation is authorized to issue is Five Million (5,000,000).
Section 3. The Preferred shares may be issued from time to time in one or more series. The Board of Directors is authorized to fix the number of shares of any series of Preferred shares and to determine the designation of any such series. The Board of Directors is also authorized to determine or alter the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued series of Preferred shares and, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series.”
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3. |
The foregoing amendment of Restated Articles of Incorporation has been duly approved by the Board of Directors of the Corporation. |
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4. |
The foregoing amendment of Restated Articles of Incorporation has been duly approved by the required vote of shareholders of the Corporation in accordance with Sections 902 and 903 of the California Corporations Code. The Corporation has one class of stock outstanding and such class of stock is entitled to vote on the amendment. The total number of outstanding shares of the Corporation is 12,253,117 shares of Common Stock. The number of shares voting in favor of the amendment equaled or exceeded the vote required, such required vote being more than 50% of the outstanding shares of Common Stock voting as a class. |
We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.
DATE: June 14, 2016
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By: |
/s/ Steven B. Bronson |
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Name: Steven B. Bronson |
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Title: President and Chief Executive Officer |
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By: |
/s/ Louann Negrete |
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Name: Louann Negrete |
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Title: Chief Financial Officer |
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Exhibit 99.1
Qualstar Corporation Announces Reverse Stock Split and Results of 2016 Annual Meeting of Shareholders
Simi Valley, Calif., June 15, 2016—(BUSINESS WIRE) —Qualstar Corporation (NASDAQ:QBAK), a manufacturer of data storage solutions and high-efficiency power supplies, today announced the voting results from its 2016 Annual Meeting of Shareholders, held on Tuesday, June 14, 2016 (the “Annual Meeting”). Shareholders elected Steven N. Bronson, Dale E. Wallis, David J. Wolenski and Nicholas A. Yarymovych to the Qualstar Board of Directors (the “Board”). The shareholders also ratified the appointment of Marcum, LLP, as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2016. Finally, the shareholders approved an amendment to the Company’s Restated Articles of Incorporation to implement a reverse stock split.
The Company also announced a 1-for-6 reverse stock split of its issued and outstanding shares of common stock. The reverse stock split became effective as of the close of business on June 14, 2016, at which time each 6 shares of Qualstar’s issued and outstanding common stock automatically converted into 1 share of common stock. In addition, the aggregate number of equity-based awards that remain available to be granted under the Company’s equity incentive plans and other benefit plans will be reduced proportionately to reflect the reverse stock split, and all outstanding options, warrants, notes, debentures and other securities convertible into common stock will be adjusted as a result of the reverse stock split, as required by the terms of such securities. The Company anticipates that its common stock will begin trading on a split-adjusted basis at the open of business on June 16, 2016.
No fractional shares will be issued in connection with the reverse stock split. Any fractional share of common stock that would otherwise have resulted from the reverse stock split will entitle such holder to receive a cash payment equal to the fraction to which such shareholder otherwise would have been entitled multiplied by $2.52, which represents the closing trading price of the common stock as reported on The Nasdaq Capital Market (as adjusted to reflect the reverse stock split) on June 13, 2016, the last trading day immediately preceding the effective date of the reverse stock split. The reverse stock split will decrease the number of Qualstar’s issued and outstanding shares of common stock from approximately 12.3 million to approximately 2.0 million.
The Company’s common stock will continue to trade on The Nasdaq Capital Market under the symbol “QBAK” and will trade under a new CUSIP number of 74758R 208.
Shareholders who are holding their shares in electronic form at brokerage firms do not need to take any action, as the effect of the reverse stock split will automatically be reflected in their brokerage accounts. The Company’s transfer agent, Corporate Stock Transfer, Inc., will provide instructions to shareholders of record regarding the process for exchanging share certificates and all book-entry or other electronic positions representing issued and outstanding shares of the common stock will be automatically adjusted. Shareholders should direct any questions concerning the reverse split to their broker or the Company's transfer agent, Corporate Stock Transfer, Inc., at (303) 282-4800.
About Qualstar Corporation
Qualstar, founded in 1984, is a diversified electronics manufacturer specializing in data storage and power supplies. Qualstar is a leading provider of high efficiency and high density power supplies marketed under the N2Power™ brand, and of data storage systems marketed under the Qualstar™ brand. Our N2Power power supply products provide compact and efficient power conversion for a wide variety of industries and applications including, but not limited to, telecom, networking, broadcast, industrial, lighting, gaming and test equipment. Our Qualstar data storage products are used to provide highly scalable and reliable solutions to store and retrieve very large quantities of electronic data. Qualstar’s products are known throughout the world for high quality and Simply Reliable™ designs that provide years of trouble-free service. More information is available at www.qualstar.com or www.n2power.com or by phone at 805-583-7744.
Cautionary Statement Concerning Forward-Looking Statements
Statements used in this press release that relate to future plans, events, financial results, prospects or performance are forward-looking statements as defined under the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements. These forward-looking statements are based upon the current expectations and beliefs of Qualstar's management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. The information contained in this press release is as of the date of this press release. Notwithstanding changes that may occur with respect to matters relating to any forward looking statements, Qualstar does not expect to, and disclaims any obligation to, publicly update any forward-looking statements whether as a result of new information, future events or otherwise. Qualstar, however, reserves the right to update such statements or any portion thereof at any time for any reason.
For further information on these and other and other cautionary statements, please refer to the risk factors discussed in Qualstar’s filings with the U.S. Securities and Exchange Commission including, but not limited to, Qualstar’s Transition Report on Form 10-KT for the transition period July 1, 2015 to December 31, 2015 , the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of such Form 10-KT, and any subsequently filed reports. All of Qualstar’s filings are available without charge through the SEC’s website (www.sec.gov) or from Qualstar’s website (www.qualstar.com).
Contact Information:
Steven N. Bronson
Chief Executive Officer and President
Qualstar Corporation
805.416.7054