qbak20130711

0001437749-13-008744.txt : 20130712 0001437749-13-008744.hdr.sgml : 20130712 20130711214124 ACCESSION NUMBER: 0001437749-13-008744 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130703 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130712 DATE AS OF CHANGE: 20130711 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUALSTAR CORP CENTRAL INDEX KEY: 0000758938 STANDARD INDUSTRIAL CLASSIFICATION: MAGNETIC & OPTICAL RECORDING MEDIA [3695] IRS NUMBER: 953927330 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35810 FILM NUMBER: 13964914 BUSINESS ADDRESS: STREET 1: 3990-B HERITAGE OAK COURT CITY: SIMI VALLEY STATE: CA ZIP: 93063 BUSINESS PHONE: 805-583-7744 MAIL ADDRESS: STREET 1: 3990-B HERITAGE OAK COURT CITY: SIMI VALLEY STATE: CA ZIP: 93063 8-K 1 qbak20130711_8k.htm FORM 8-K qbak20130711_8k.htm

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 3, 2013

QUALSTAR CORPORATION

(Exact Name of Registrant as Specified in its Charter)

California

(State or other Jurisdiction of

Incorporation or Organization)

000-30083

(Commission File Number)

95-3927330

(I.R.S. Employer Identification No.)

3990-B Heritage Oak Court

Simi Valley, CA 93063

(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))

Item 1.01. Entry into a Material Definitive Agreement.

At a meeting held on July 3, 2013, the Board of Directors of Qualstar Corporation (“Qualstar” or the “Company”) approved an amendment (the “Amendment”) to the Company’s Rights Agreement, dated February 5, 2013, between Qualstar and Corporate Stock Transfer, Inc., as rights agent (the “Rights Agreement”), to advance the Final Expiration Date of the Rights Agreement from the close of business on January 31, 2014 to the close of business on July 3, 2013, effectively terminating the Rights Agreement as of the close of business on July 3, 2013. A copy of the Amendment is attached hereto as an Exhibit.

Item 3.03. Material Modification to Rights of Security Holders.

See the information set forth under Item 1.01. Entry into a Material Definitive Agreement, which is incorporated by reference to this Item 3.03.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Officers

On July 3, 2013 the Board of Directors appointed Steven N. Bronson to serve as the interim Chief Executive Officer and President of Qualstar, effective immediately. The Board has not yet fixed Mr. Bronson’s compensation nor has the Company entered into an agreement with Mr. Bronson for his services.

Departure of Officers

On July 10, 2013, the Company terminated the employment of Lawrence D. Firestone, the Company’s prior Chief Executive Officer and President, for cause. In connection with the termination of Mr. Firestone, on July 11, 2013, Qualstar commenced a lawsuit against Mr. Firestone, in the Superior Court of the State of California, Los Angeles County, alleging breach of his duties owned to the Company. As of the filing of this Current Report on Form 8-K, no severance or compensation arrangement has been entered into between the Company and Mr. Firestone in connection with his termination.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
4.2	Amendment No. 1 to the Rights Agreement, dated February 5, 2013, between Qualstar Corporation and Corporate Stock Transfer, Inc., as rights agent

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.

	QUALSTAR CORPORATION


Dated: July 11, 2013	By:	/s/ Steven N. Bronson
		Name: Steven N. Bronson
		Title: President and Chief Executive Officer

EX-4 2 qbak20130711_8kex4-2.htm EXHIBIT 4.2

Exhibit 4.2

AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT

BETWEEN QUALSTAR CORPORATION

AND CORPORATE STOCK TRANSFER, INC. AS RIGHTS AGENT

DATED AS OF FEBRUARY 5, 2013

This Amendment No. 1 to the Rights Agreement between Qualstar Corporation and Corporate Stock Transfer, Inc. as Rights Agent, dated as Of February 5, 2013 (this “Amendment”) is made and entered into as of July 3, 2013, by and among Qualstar Corporation, a California corporation (the “Company”) and Corporate Stock Transfer, Inc., a Colorado corporation (the “Rights Agent”).

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that amending the Rights Agreement to change the Final Expiration Date to the close of business on July 3, 2013 is advisable and in the best interests of the Company and its shareholders;

WHEREAS, the Company and the Rights Agent desire to permit such amendment of the Rights Agreement; and

WHEREAS, the Board has approved this Amendment as required by Section 27 of the Rights Agreement;

NOW, THEREFORE, BE IT RESOLVED, in consideration of the foregoing and the mutual agreements set forth herein, the parties agree as follows:

1. Section 7(a) of the Rights Agreement is hereby amended by replacing the phrase “the close of business on January 31, 2014” with the phrase “the close of business on July 3, 2013”.

2. The undersigned officer of the Company, being an appropriate officer of the Company and authorized to do so by resolution of the Board dated as of July 3, 2013, hereby certifies to the Rights Agent that this Amendment is in compliance with Section 27 of the Rights Agreement.

3. This Amendment and all of the provisions hereof shall be binding upon, inure to the benefit of, and be enforceable by the Company, the Rights Agent, and their respective successors and permitted assigns.

4. This Amendment shall be deemed to be a contract made under the laws of the State of California and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.

5. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

(signatures appear on the next page)

IN WITNESS WHEREOF, this Amendment No. 1 to the Rights Agreement has been duly executed and delivered by the authorized officer of each party hereto as of the date first written above.

QUALSTAR CORPORATION


By		/s/ Steven N. Bronson
		Name: Steven N. Bronson
		Title: Chief Executive Officer and President


CORPORATE STOCK TRANSFER, INC.


By		/s/ Carylyn K. Bell
		Name: Carylyn K. Bell
		Title: President