UUU Universal Security Instruments Inc

 

 

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): November 18, 2024

 

UNIVERSAL SECURITY INSTRUMENTS, INC. 

 

(Exact name of registrant as specified in its charter)

 

Maryland	001-31747	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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock	UUU	NYSE MKT LLC

 

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.

10.1

Letter Agreement, dated November 18, 2024, waiving certain rights under the Second Amended and Restated Employment Agreement by and between Harvey B. Grossblatt and Universal Security Instruments, Inc.

 

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

 

 

v3.24.3

Cover	Nov. 18, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 18, 2024
Entity File Number	001-31747
Entity Registrant Name	UNIVERSAL SECURITY INSTRUMENTS, INC.
Entity Central Index Key	0000102109
Entity Tax Identification Number	52-0898545
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	11407 Cronhill Drive
Entity Address, Address Line Two	Suite A
Entity Address, City or Town	Owings Mills
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	21117
City Area Code	410
Local Phone Number	363-3000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	UUU
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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