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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. |
| 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 |
