UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): November 13,
2020
Solitron Devices, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
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:
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.
□
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.
Section
7 – Regulation FD
Item
7.01
Regulation
FD Disclosure.
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.
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 16, 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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