UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM
8-K/A
AMENDMENT
NO. 1
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 29,
2020
Solitron
Devices, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-04978
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22-1684144
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(State or other
jurisdiction)
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(Commission File
Number)
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(IRS Employer of
incorporation)Identification No.)
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3301
Electronics Way, West Palm Beach, Florida
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33407
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(Address of
principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code (561) 848-4311
N/A
(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 (see General Instruction A.2.
below):
☐
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:
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Title
of each class
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Trading
Symbol(s)
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Name of
each exchange on which registered
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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. ☐
Explanatory Note
This
Current Report on Form 8-K/A (this “Amendment”) amends
the Current Report on Form 8-K filed by Solitron Devices, Inc. (the
“Company”) with the Securities and Exchange Commission
(the “SEC”) on May 29, 2020 (the “Original
Report”) and is being filed in order to amend and supplement
the Company’s disclosure under Item 8.01 of the Original
Report. The Original Report otherwise remains
unchanged.
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Section 8 – Other Events
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Item 8.01
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Other events.
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Solitron
Devices, Inc. previously planned to file its Annual Report on Form
10-K for the fiscal year ended February 29, 2020 (the "Annual
Report") by May 29, 2020. As previously disclosed in the Original
Report filed on May 29, 2020, the filing of the Company’s
Annual Report was delayed due to circumstances related to the
outbreak of the novel coronavirus, COVID-19, preventing a timely
completion of the Company’s audit. The Company was relying on
the order (the "Order") promulgated by the SEC on March 25, 2020
(which extended and superseded a prior order issued on March 4,
2020), pursuant to Section 36 of the Securities Exchange Act of
1934, as amended (the "Exchange Act") (Release No. 34-88465) which
allows for the delay of certain filings required under the Exchange
Act. In reliance upon the Order, the Company expected to file its
Annual Report no later than July 13, 2020, which is 45 days after
the original due date of the Annual Report.
The
Company is unable to timely file its Annual Report by the July 13,
2020 extended deadline due to (i) travel restrictions impeding the
auditor's ability to conduct and complete certain audit procedures
on site, (ii) the manual nature of the Company's data and
documentation, (iii) the complexity of conducting a two year audit,
(iv) the increased difficulty in obtaining timely responses from
third parties in a work-from-home environment, and (v) the
resurgence of the COVID-19 pandemic.
As
a result, the Company is unable to file its Annual Report on Form
10-K in a timely manner without unreasonable effort or expense and
the Company will file a Form 12b-25 which will provide an
additional fifteen day extension period. The Company continues to
work with its auditor to file the Annual Report as soon as
practicable given the circumstances; however, the Company can
provide no assurance that it will be able to file its Annual Report
within the additional fifteen day extension period.
During
the last month increased impacts from COVID-19 have surfaced,
including a few employees being directly affected, general delays
on purchase orders and new developments as more customers extend
their work-from-home restrictions, and continued softness in the
commercial aerospace segment. As of this date, the Company’s
expectations for fiscal 2021 are unchanged from our March 26, 2020
press release.
The
Company is supplementing the risk factors previously disclosed in
the Company’s prior SEC filings with the following risk
factor:
The COVID-19 pandemic has impacted our employees and our business
and may have a material adverse effect on our business, cash flows
and results of operations.
On
January 30, 2020, the World Health Organization (“WHO”)
declared a global emergency due to the COVID-19 pandemic, on March
11, 2020 the WHO declared COVID-19 a pandemic, and on March 13,
2020, the United States declared a national emergency with respect
to COVID-19. The outbreak has resulted in significant governmental
measures being implemented to control the spread of COVID-19,
including, among others, restrictions on travel, business
operations and the movement of people in many regions of the world
in which the Company operates, and the imposition of
shelter-in-place or similarly restrictive work-from-home orders. As
an essential business, the Company was not subject to most of the
aforementioned restrictions . In response to COVID-19, the Company
implemented certain measures and precautions such as stopping all
business travel in February, expanding social distancing in our
facility, staggering lunch and break schedules, and using thermal
imaging to capture temperatures of all employees on a daily basis
beginning in March and requiring the use of masks by employees
beginning in April.
To
date, the Company has experienced impacts from COVID-19, including
the audit-related impacts noted above, a few employees being
directly affected, general delays on purchase orders and new
developments as more customers extend their work-from-home
restrictions, and continued softness in the commercial aerospace
segment. The COVID-19 pandemic and its potential effects on the
Company’s business in its fiscal 2021 year remain dynamic,
and the broader implications for its business and results of
operations could change. These implications could include
disruptions or restrictions on the Company’s ability to
source, manufacture or distribute its products, including temporary
disruptions to the facilities of its suppliers globally.
Additionally, multiple countries have imposed and may further
impose restrictions on business operations and movement of people
and products to limit the spread of COVID-19. Delays in production
or delivery of components or raw materials that are part of the
Company’s global supply chain due to restrictions imposed to
limit the spread of COVID-19 could delay or inhibit its ability to
obtain the supply of components and finished goods. If COVID-19
becomes more prevalent in the locations where the Company, its
customers or suppliers conduct business, or the Company experiences
disruptions in its operations, the Company may experience
constrained supply or curtailed demand that may materially
adversely impact its business and results of operations. The
COVID-19 pandemic and its global economic impact may also impact
the timing or amount of government appropriations and could lead to
our government customers or their prime contractors requesting
delays, price renegotiations or contract terminations. In addition,
any other widespread health crisis that could adversely affect
global and regional economies, financial markets and overall demand
environment for the Company's products could have a material
adverse effect on the Company’s business, cash flows or
results of operations.
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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SOLITRON
DEVICES, INC.
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Date: July 10,
2020
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By:
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/s/ Tim Eriksen
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Tim Eriksen |
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Chief Executive
Officer and Interim Chief Financial Officer
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