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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): September 2, 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 7.01 | Regulation FD Disclosure. |
On September 2, 2025, Universal Safety Products, Inc. (the “Company”) issued a press release (the “Press Release”) announcing a one-time special cash dividend to holders of the Company’s common stock, par value $0.01 per share (the “Common Stock”) of $1.00 per share (the “Special Dividend”). The record date for the dividend is September 18. 2025, and the payment date is September 25, 2025. A copy of the Press Release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.
As provided in the Press Release, because the payment of the Special Dividend represents more than 20% of the price of the Company’s Common Stock, the NYSE American has advised the Company that its Common Stock will trade with “due bills” representing an assignment of the right to receive the Special Dividend from the record date of September 18, 2025 through the closing of trading on the NYSE American on September 25, 2025, which is the payment date and the last day of trading before the September 26, 2025 ex-dividend date (this period of time representing the “Dividend Right Period”). Stockholders who sell their Common Stock during the Dividend Right Period (September 18, 2025 through September 25, 2025) will be selling their right to the Special Dividend, and such stockholders will not be entitled to receive the Special Dividend on September 25, 2025. Due bills obligate a seller of Common Stock to deliver the Special Dividend payable on such Common Stock to the buyer (the “Dividend Right”). The Special Dividend record date of September 18, 2025 will be used as the date for establishing the due bill tracking of the Dividend Right to the holder of Common Stock. Due bill obligations are customarily settled between the brokers representing the buyers and the sellers of shares. The Company has no obligation for either the amount of the due bill or the processing of the due bill. Buyers and sellers of the Company’s Common Stock should consult their brokers before trading to be sure they understand the effect of the NYSE American’s due bill procedures.
In accordance with General Instruction B.2 of Form 8-K, the information under this item shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. This report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| Exhibit No. | Description | |
| 99.1 | Press Release issued on September 2, 2025. | |
| 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: September 2, 2025 | /s/ Harvey B. Grossblatt |
|
Harvey B. Grossblatt President and Chief Executive Officer |
Exhibit 99.1
For Immediate Release
Contact: Harvey Grossblatt, CEO
Universal Safety Products, Inc.
(410) 363-3000, Ext. 224
Universal Safety Products, Inc. Declares One-Time Special Cash Dividend of $1.00 per Share of Common Stock
OWINGS MILLS, Md. September 2, 2025 - Universal Safety Products, Inc. (NYSE American: UUU) (the “Company”) today announced that its Board of Directors has declared a one-time special cash dividend of $1.00 per share of the Company’s outstanding common stock. The record date for this dividend is September 18, 2025, and the payment date is September 25, 2025.
Harvey B. Grossblatt, the Company’s President and CEO commented: “This special dividend marks an important milestone for our stockholders, representing a direct return of value from the successful sale of assets to Feit Electric Company earlier this year. While our original plan envisioned a larger dividend tied to a full dissolution, our stockholders chose a different path, one that positions the Company to grow and prosper. By returning meaningful capital today while preserving resources for the future, we are aligning our actions with both immediate value creation and long-term opportunity. I am truly excited about what lies ahead as we plan to introduce new products and services that we believe can unlock even greater stockholder value.”
Because the payment of the special dividend represents more than 20% of the price of the Company’s common stock, NYSE American has advised the Company that its common stock will trade with “due bills” representing an assignment of the right to receive the special dividend from the record date of September 18, 2025 through the closing of trading on NYSE American on September 25, 2025, which is the payment date and the last day of trading before the September 26, 2025 ex-dividend date (this period of time representing the “Dividend Right Period”).
Shareholders who sell their common stock during the Dividend Right Period (September 18, 2025 through September 25, 2025) will be selling their right to the special dividend, and such shareholders will not be entitled to receive the special dividend on September 25, 2025. Due bills obligate a seller of common stock to deliver the special dividend payable on such common stock to the buyer (the “Dividend Right”).
The special dividend record date of September 18, 2025 will be used as the date for establishing the due bill tracking of the Dividend Right to the holder of common stock. Due bill obligations are customarily settled between the brokers representing the buyers and the sellers of shares. The Company has no obligation for either the amount of the due bill or the processing of the due bill. Buyers and sellers of the Company’s common stock should consult their brokers before trading to be sure they understand the effect of NYSE American’s due bill procedures.
About Universal Safety
Universal Safety Products, Inc. is a distributor of safety and security devices. Founded in 1969, the Company has an over 56-year heritage of developing innovative and easy-to-install products. For more information on Universal Safety Products, Inc., visit our website at www.universalsafetyprod.com.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties.
Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any of them publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors. More information, including potential risk factors, that could affect the Company’s business and financial results are included in the Company’s filings with the U.S. Securities and Exchange Commission, including, but not limited to, the Company’s Forms 10-K, 10-Q and 8- K. All filings are available at www.sec.gov and on the Company’s website at www.universalsafetyprod.com.