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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): August 28, 2025
UNIVERSAL SAFETY PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 001-31747 | 52-0898545 |
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
11407 Cronhill Drive, Suite A, Owings Mills, Maryland 21117
(Address of principal executive offices) (Zip Code)
(410) 363-3000
(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:
| ¨ | 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 | Trading Symbol (s) |
Name of each exchange on which registered | ||
| Common Stock, $0.01 par value | UUU | NYSE American |
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. ¨
| Item 5.03 | Amendments to Articles of Incorporation; Change in Fiscal Year |
On August 28, 2025, the board of directors (the “Board”) of Universal Safety Products, Inc. (the “Company”) determined that it was in the best interests of the Company and its stockholders to amend the Bylaws, as previously amended, of the Company (the “Bylaws”), and by resolution authorized, approved and adopted the First Amendment to the Bylaws, as previously amended of the Company (the “First Amendment”). The First Amendment became effective immediately upon adoption by the Board.
The only substantive change of the First Amendment from the Bylaws was to amend Article I, Sections 1 and 2(a) of the Bylaws to allow annual and special meetings of the stockholders of the Company to be held at any place within or outside the State of Maryland, as well as by means of remote communication as authorized by the Maryland General Corporation Law.
The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the First Amendment, which is attached hereto as Exhibit 3.1, and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| Exhibit No. | Description | |
| 3.1 | First Amendment to the Bylaws. | |
| 101 | Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). |
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.
| UNIVERSAL SAFETY PRODUCTS, INC. | ||
| Dated: August 29, 2025 | /s/ Harvey B. Grossblatt | |
| Harvey B. Grossblatt | ||
| President and Chief Executive Officer |
Exhibit 3.1
FIRST AMENDMENT
TO THE
BYLAWS, AS PREVIOUSLY AMENDED
OF
UNIVERSAL SAFETY PRODUCTS, INC.
(Adopted by the Board of Directors effective as of August 28, 2025)
This First Amendment to the Bylaws, as previously amended (the “Bylaws”) of Universal Safety Products, Inc., a Maryland corporation (the “Company”), hereby amends the Bylaws in the following respects:
| 1. | Section 1 of Article I of the Bylaws is hereby amended and restated in its entirety to read as follows: |
“Section 1. Annual Meeting.
The annual meeting of the stockholders of the Corporation for the election of directors and for the transaction of general business shall be held at any place within or outside the State of Maryland as designated by the Board of Directors, on such date and at such time as may be selected by the Board of Directors. Such annual meetings shall be general meetings, that is to say, open for the transaction of any business within the powers of the Corporation without special notice of such business, except in any case in which special notice is required by statute. The Board of Directors may, in its sole discretion, determine that an annual meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 2-503 of the Maryland General Corporation Law. In the absence of any such designation or determination, annual meetings of stockholders shall be held at the Corporation’s principal executive office.”
| 2. | Section 2(a) of Article I of the Bylaws is hereby amended and restated in its entirety to read as follows: |
“Section 2. Special Meetings.
(a) General. Special meetings of the stockholders of the Corporation may be called at any time by either the Chairman of the Board or the President and shall be called by the President or the Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of the holders of a majority of all the shares outstanding and entitled to vote. Special meetings of the stockholders of the Corporation shall be held at any place within or outside the State of Maryland and on such date and at such time as designated by the Board of Directors. The Board of Directors may, in its sole discretion, determine that a special meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 2-503 of the Maryland General Corporation Law. In the absence of any such designation or determination, special meetings of stockholders shall be held at the Corporation’s principal executive office.”
| 3. | Except as specifically amended above, the Bylaws shall remain in full force and effect. |