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 15, 2015
UNIVERSAL SECURITY
INSTRUMENTS, INC.
(Exact name of registrant as specified in
its charter)
Maryland |
0-7885 |
52-0898545 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
11407 Cronhill Drive, Suite A, Owings
Mills, Maryland 21117
(Address of Principal Executive Offices)
Registrant’s telephone number, including
area code: (410) 363-3000
Inapplicable
(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:
| ¨ | 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)) |
INFORMATION TO BE INCLUDED IN THE REPORT
| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing. |
On July 15, 2015, Universal
Security Instruments, Inc. (the “Company”) received a letter from NYSE MKT LLC (the “Exchange”) stating
that the Exchange has determined that the Company is not in compliance with Sections 134 and 1101 of the Exchange’s Company
Guide (the “Company Guide”) due to the Company’s failure to timely file its Annual Report on Form 10-K for the
year ended March 31, 2015 with the Securities and Exchange Commission (the “SEC”). The letter also states that the
Company’s failure to timely file such Annual Report on Form 10-K is a material violation of its listing agreement with the
Exchange and, therefore, pursuant to Section 1003(d) of the Company Guide, the Exchange is authorized to suspend and, unless prompt
corrective action is taken, remove the Company’s securities from the Exchange.
The Exchange has informed
the Company that, in order to maintain its listing on the Exchange, the Company must, by July 29, 2015, submit a plan of compliance
(the “Plan”) addressing how it intends to regain compliance with Sections 134 and 1101 of the Company Guide by October
13, 2015 (the “Plan Period”). If the Company’s Plan is accepted by the Exchange, then the Company will be able
to continue its listing during the Plan Period, during which time the Company will be subject to periodic review to determine whether
it is making progress consistent with the Plan. If the Company does not submit a Plan, or if the Company’s Plan is not accepted
by the Exchange, then the Company will be subject to delisting proceedings. Furthermore, if the Plan is accepted by the Exchange,
but the Company is not in compliance with the continued listing standards of the Company Guide by October 13, 2015, or if the Company
does not make progress consistent with the Plan during the Plan Period, then the Exchange staff will initiate delisting proceedings
as appropriate. The Company is working diligently to submit the Plan by July 29, 2015, and file the late Annual Report on Form
10-K by July 31, 2015, and to regain compliance with the Company Guide.
On July 17, 2015, the
Company issued a press release announcing its receipt of the letter from the Exchange. A copy of the press release is included
as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
The following
exhibits are filed herewith:
Exhibit No. | |
99.1 | Press Release dated July 17, 2015 |
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
thereunto duly authorized.
|
UNIVERSAL SECURITY INSTRUMENTS, INC. |
|
(Registrant) |
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Date: July 17, 2015 |
By: |
/s/ Harvey B. Grossblatt |
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Harvey B. Grossblatt |
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President |
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EXHIBIT 99.1
For Immediate Release
Contact: Harvey Grossblatt, President
Universal Security Instruments, Inc.
410-363-3000, Ext. 224
or
Don Hunt, Jeff Lambert
Lambert, Edwards & Associates, Inc.
616-233-0500
Universal Security Instruments, Inc. Announces Notice of
Noncompliance with NYSE MKT Continued
Listing Standards
OWINGS MILLS,
MD, July 17, 2015 – Universal Security Instruments, Inc. (NYSE MKT: UUU) (the “Company”) announced
today that, on July 15, 2015, the Company received a letter from NYSE MKT LLC (the “Exchange”) stating that the Exchange
has determined that the Company is not in compliance with Sections 134 and 1101 of the Exchange’s Company Guide (the “Company
Guide”) due to the Company’s failure to timely file its Annual Report on Form 10-K for the fiscal year ended March
31, 2015 with the Securities and Exchange Commission (the “SEC”). The letter also states that the Company’s failure
to timely file its Annual Report on Form 10-K is a material violation of its listing agreement with the Exchange and, therefore,
pursuant to Section 1003(d) of the Company Guide, the Exchange is authorized to suspend and, unless prompt corrective action is
taken, remove the Company’s securities from the Exchange.
The Exchange has informed the Company that,
in order to maintain its listing on the Exchange, the Company must, by July 29, 2015, submit a plan of compliance (the “10-K
Plan”) addressing how it intends to regain compliance with Sections 134 and 1101 of the Company Guide by October 13, 2015
(the “10-K Plan Period”). If the Company’s 10-K Plan is accepted by the Exchange, then the Company will be able
to continue its listing during the 10-K Plan Period, during which time the Company will be subject to periodic review to determine
whether it is making progress consistent with the 10-K Plan. If the Company does not submit a Plan, or if the Company’s 10-K
Plan is not accepted by the Exchange, then the Company will be subject to delisting proceedings. Furthermore, if the 10-K Plan
is accepted by the Exchange, but the Company is not in compliance with the continued listing standards of the Company Guide by
October 13, 2015, or if the Company does not make progress consistent with the 10-K Plan during the 10-K Plan Period, then the
Exchange staff will initiate delisting proceedings as appropriate. The Company is working diligently to submit the 10-K Plan by
July 29, 2015 and regain compliance with the Company Guide.
As the Company previously disclosed in
its Notification of Late Filing on Form 12b-25 filed with the SEC on June 29, 2015, and in its press release furnished with its
Current Report on Form 8-K filed with the SEC on July 14, 2015, the Company has delayed filing its Annual Report on Form 10-K because
of unforeseen delays in the completion of the financial statements of the Company’s 50%-owned Hong Kong Joint Venture. The
Company is working diligently to complete and file its Annual Report on Form 10-K with the SEC, which, as previously disclosed,
the Company expects to do on or prior to July 31, 2015.
UNIVERSAL SECURITY INSTRUMENTS, INC. is
a U.S.-based manufacturer (through its Hong Kong Joint Venture) and distributor of safety and security devices. Founded in 1969,
the Company has a 43 year heritage of developing innovative and easy-to-install products, including smoke, fire and carbon monoxide
alarms. For more information on Universal Security Instruments, visit our website at www.universalsecurity.com.
------------------------------------------------------------
"Safe Harbor” Statement under
the Private Securities Litigation Reform Act of 1995: Certain matters discussed in this news release may constitute forward-looking
statements within the meaning of the federal securities laws that inherently include certain risks and uncertainties. Actual
results could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors,
including, among other items, our Hong Kong Joint Venture's respective ability to maintain operating profitability, currency fluctuations,
the impact of current and future laws and governmental regulations affecting us and our Hong Kong Joint Venture and other factors
which may be identified from time to time in our Securities and Exchange Commission filings and other public announcements.
We do not undertake and specifically disclaim any obligation to update any forward-looking statements to reflect occurrence of
anticipated or unanticipated events or circumstances after the date of such statements. We will revise our outlook from time
to time and frequently will not disclose such revisions publicly.
11407 CRONHILL DRIVE, SUITE A •
OWINGS MILLS, MARYLAND 21117, USA
(410) 363-3000 •
www.universalsecurity.com
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