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): May 1, 2014

______________________________________

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 8.01. Other Events.

Qualstar Corporation (“Qualstar”) entered into a license agreement dated May 1, 2014 (the “License Agreement”) with BKF Capital Group, Inc. (“BKF”). Pursuant to the License Agreement, commencing on May 1, 2014, BKF shall have a license to occupy and use one furnished office located at Qualstar’s executive offices located at 3990-B Heritage Oak Court, Simi Valley, California 93063 (the “Premises”). Pursuant to the License Agreement, BKF shall pay to Qualstar a license fee equal to $14,400.00 per year, or $1,200.00 per month, for use of the Premises. BKF shall also have access to a telephone line and other services as described in the License Agreement.

Steven N. Bronson, Qualstar’s Chairman and CEO, is also the Chairman, CEO and majority shareholder of BKF. A copy of the License Agreement is attached hereto as Exhibit 10.9.

Item 9.01. Financial Statements and Exhibits.

(d)      Exhibits.

Exhibit No.	Description
10.9	License Agreement between Qualstar and BKF.

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: May 1, 2014	By:	/s/ Steven N. Bronson
		Name: Steven N. Bronson
		Title: Chief Executive Officer and President

EX-10

Exhibit 10.9

LICENSE AGREEMENT

The parties agree as follows:

Date of this
LICENSE:		May 1, 2014
Parties to this		LICENSOR:	Qualstar Corporation
LICENSE:		Address for notices:	3990-B Heritage Oak Court
			Simi Valley, California 93063
		You, the LICENSEE:	BKF Capital Group, Inc.
		Address for notices:	3990-B Heritage Oak Court
			Simi Valley, California 93063
Information from
Over-Lease:		Landlord:	Industrial Value Fund 111OP
		Address for notices:	500 Chesterfield Parkway
			Malvern, Pennsylvania  19355
		Date of Overlease:	February 1, 2001
		Term of Overlease:	February 1, 2010 to December 31, 2015.
		A copy of the Overlease has been provided to LICENSEE.
Term of License:	1.	The term of the LICENSE shall be May 1, 2014 to December 30, 2015 (the “Term”), however either party can terminate this License on thirty (30) days written notice.
Scope of License:	2.	LICENSEE shall have a license to occupy and use one furnished office at 3990-B Heritage Oak Court, Simi Valley, California 93063 (the “Demised Premises”). The Demised Premises are depicted by the cross-hatched area on Exhibit A, attached hereto. Pursuant to this License the LICENSEE shall also be provided the use of a telephone system solely for domestic calls, internet connection, networked printers, copier and access to reception areas and conference room space. LICENSEE shall be responsible for any fees or expenses associated with programming of telephones or computer equipment and for putting LICENSEE’s name on the door or directory.
Use of Premises:	3.	The Demised Premises may be used only for professional offices.
License Fee:	4.	Licensee agrees to pay to Licensor $14,400.00 as rent for the Demised Premises during the Term of this License. Rent shall be payable in advance in equal monthly installments of $1,200.00 each on the 1st day of the preceding calendar month, commencing on May 1, 2014 and continuing monthly until the end of the Term, except the first partial month’s rent shall be paid upon the execution of this License.

Security Deposit:	5.	Licensee has deposited with Licensor the sum of $1,200.00 as security for the full and faithful performance and observance by Licensee of the terms, covenants and conditions of this License. If Licensee shall fully and faithfully observe and perform all of the terms, covenants and conditions of this License, the security, without interest, shall be returned to Licensee after the end of the term of this License and the delivery of possession of the demised premises to Licensor.
Notices:	6.	All notices in the LICENSE shall be sent by personal delivery, certified mail, “return receipt requested” or recognized overnight carrier.
Subject to
Overlease:	7.	The LICENSE is subject to the Overlease. It is also subject to any agreement to which the Overlease is subject. LICENSEE understands that it is subject to the Overlease and that the LICENSEE will not violate it in any way.
Adopting the
Over-Lease:	8.	The provisions of the Overlease are part of this LICENSE.
No authority:	9.	The LICENSEE, has no authority to contact or make any agreement with the Landlord about the Demised Premises or the Overlease. The LICENSEE, may not pay rent or other charges to the Landlord, but shall only make payments to the LICENSOR.
Successors:	10.	Unless otherwise stated, the LICENSE is binding on all parties who lawfully succeed to the rights or take the place of the LICENSOR or you, the LICENSEE. Examples are an assign, heir, or a legal representative such as an executor of your will or administrator of your estate.
Changes:	11.	This LICENSE can be changed only by an agreement in writing signed by parties to the LICENSE.
Rider:	12.	The terms and conditions set forth in the attached RIDER are expressly incorporated herein and made a part of this LICENSE.

LICENSOR:    Qualstar Corporation	LICENSEE: BKF Capital Group, Inc.
By: /s/ Louann Negrete	By: /s/ Steven N. Bronson
Print Name: Louann Negrete	Print Name: Steven N. Bronson
Title: CFO	Title:     CEO