UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
November 13,
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 of
Incorporation)
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(Commission File
Number)
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(IRS Employer
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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(561) 848-4311
(Registrant’s
Telephone Number, Including Area Code)
(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
On
November 17, 2020, Solitron Devices, Inc. filed a Current Report on
Form 8-K (the "Original Form 8-K"). The Original Form 8-K
inadvertently furnished disclosure under Item 7.01 that related to
a completed financial period. This Amendment No. 1 on Form 8-K/A
furnishes such disclosure under Item 2.02 instead of under Item
7.01 as previously reported and makes some additional disclosures,
primarily related to forward-looking statements. Except as stated
in the Explanatory Note, no other information contained in the
Original Form 8-K is being amended, updated or otherwise
revised.
Section 2 – Financial Information
Item
2.02
Results
of Operations and Financial Condition.
Solitron Devices,
Inc. ("Solitron" or the "Company") is providing an update to the
preliminary fiscal 2021 first half financials issued in its
September 24, 2020 press release. For the first half of fiscal 2021
the Company expects to report net income of approximately $1
million. The expected net income includes an accrual of $200,000
for the bonuses awarded on November 13, 2020 as disclosed under
Item 5.02 below.
This item of Form 8-K
contains forward-looking statements that involve risks and
uncertainties that could materially affect actual results,
including statements regarding the Company’s expected net
income for the first half of fiscal 2021. Factors that could cause
actual results to vary from current expectations and
forward-looking statements contained in this Form 8-K include, but
are not limited to: (1) actual net income for fiscal year 2021;
(2) the global impact of
the pandemic outbreak of coronavirus (COVID-19) and its impact on
our operations; and (3) other factors contained in the
Company’s Securities and Exchange Commission filings,
including its most recent Form 10-K, 10-Q and 8-K
reports.
Section 5 – Corporate Governance and Management
Item
5.02.
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
November 13, 2020, the Company awarded Mr. Tim Eriksen, the
Company’s Chief Executive Officer and Interim Chief Financial
Officer a discretionary bonus of $50,000. Mr. Eriksen was given the
option to receive half of the bonus in shares of common stock,
which he elected to do. Based on the closing price of $3.26 per
share, Mr. Eriksen received a grant of 7,669 shares of common stock
that are immediately vested pursuant to the Plan and a cash bonus
of $25,000.
On
November 13, 2020, the Company awarded Mr. Mark Matson, the
Company’s President and Chief Operating Officer a
discretionary bonus of $100,000. Mr. Matson was given the option to
receive half of the bonus in shares of common stock, which he
elected to do. Based on the closing price of $3.26 per share, Mr.
Matson received a grant of 15,337 shares of common stock that are
immediately vested pursuant to the Plan and a cash bonus of
$50,000.
Additionally, on
November 13, 2020, the Company awarded each non-employee director a
discretionary cash bonus of $12,000 in recognition of the
significant work performed as members of the Board and Board
committees and additional contributions and services provided to
the Company. Otherwise, the annual fees for service as a
non-employee Board member, Chairman of the Board, and Chairman of
the Audit Committee, Compensation Committee and Nominating
Committee remains the same pursuant to the non-employee director
compensation program most recently updated in 2016.
SIGNATURE
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: November 17,
2020
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By:
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/s/ Tim Eriksen
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Tim
Eriksen
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Interim Chief
Financial Officer
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