8-K

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): August 16, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Officer

On August 21, 2013, Qualstar Corporation (“Qualstar” or the “Company”) issued a press release announcing the elimination of the position of Vice President of Marketing and the termination of the employment of Robert K. Covey, the Company’s Vice President of Marketing, effective August 16, 2013.

A copy of the Press Release is attached hereto as Exhibit 99.1.

Compensation of Interim Chief Executive Officer

On August 19, 2013, the Board, based on the recommendation of the Compensation Committee, agreed to compensate Steven N. Bronson, the Company’s interim Chief Executive Officer, with, among other things, an annual salary of $200,000 per year commencing on July 3, 2013, the date of Mr. Bronson’s appointment. Mr. Bronson’s employment agreement is in the process of being prepared and upon execution will be filed as an Exhibit.

Item 8.01. Other Events.

On August 19, 2013, the Board agreed to reimburse BKF Capital Group, Inc. for its documented expenses actually incurred in connection with the Special Meeting of Shareholders held on June 20, 2012 in the amount of $199,033.56, and the Annual Meeting of Shareholders held on June 28, 2013 in the amount of $162,008.86, both of which brought about a positive change and benefit for the Company. The Board also agreed to reimburse BKF Capital Group, Inc. for its documented expenses of $39,019.37 actually incurred in connection with proposed derivative litigation to prevent the prior board of directors from paying Lawrence Firestone a severance package in excess of $1,000,000 prior to the installation of the newly elected Board, which was for the benefit of the Company.

Item 9.01. Financial Statements and Exhibits.

(d)      Exhibits.

Exhibit No.	Description
99.1	Press release issued by Qualstar Corporation on August 21, 2013.

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: August 21, 2013	By:	/s/ Steven N. Bronson
		Name: Steven N. Bronson
		Title: Interim Chief Executive Officer and President

EX-99

Exhibit 99.1

QUALSTAR CORPORATE UPDATE

SIMI VALLEY, CA. August 21, 2013. Qualstar Corporation (NASDAQ: QBAK), a manufacturer of data storage solutions and high-efficiency power supplies, is continuing its aggressive cost cutting strategy and extensive operational realignment to restore Qualstar to profitability. As part of the new strategy, the position of VP of Marketing has been eliminated. Robert Covey, who held that role since it was created, and was an Officer of Qualstar, has left the company to pursue other interests.

Steven Bronson, Interim CEO stated: “we wish to thank Bob for the strong distributor relationships he has created over the years and wish him every success in his future endeavors”.

Qualstar’s fiscal year ended on June 30, 2013. It is the intention of management to file SEC Form 10-K for the fiscal year on September 30, 2013 and provide a comprehensive earnings release concurrently.

About Qualstar Corporation

Qualstar, founded in 1984, is a diversified electronics manufacturer specializing in data storage and power supplies. 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

This press release contains forward-looking statements relating to expectations, plans or prospects for Qualstar Corporation that 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. 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. In particular, the following factors, among others, could cause actual or future results to differ materially from those suggested by the forward-looking statements: Qualstar's ability to successfully execute on its strategic plan and meet its long-term financial goals; Qualstar's ability to successfully implement and recognize cost savings; Qualstar's ability to develop and commercialize new products; industry and customer adoption and acceptance of Qualstar's new products; Qualstar's ability to increase sales of its products; the rescheduling or cancellation of customer orders; unexpected shortages of critical components; unexpected product design or quality problems; adverse changes in market demand for Qualstar's products; increased global competition and pricing pressure on Qualstar's products; and the risks related to actions of activist shareholders, including the amount of related costs.

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 Annual Report on Form 10-K for the fiscal year ended June 30, 2012, the "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of such Form 10-K, and any subsequently filed reports. All documents also are available without charge through the SEC's website (www.sec.gov) or from Qualstar's website (www.qualstar.com).

Contact:

Philip Varley, CFO
Email Contact
805-583-7744 x 114