SECURITIES AND EXCHANGE COMMISSION
Washington. D.C. 20549
SCHEDULE 13D
(Rule l3d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 5)(1)
Qualstar Corporation
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
74758R109
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(CUSIP Number)
BKF Capital Group, Inc.
Steven N. Bronson
225 N.E. Mizner Boulevard, Suite 400
Boca Raton, Florida 33432
(561) 362-4199
with a copy to:
James A. Prestiano, Esq.
631 Commack Road, Suite 2A
Commack, New York 11725
(631) 499-6000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 17, 2012
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule l3d-l(e), 13d-1(f) or 13d-1(g), check the
following box [ ]
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes)
(Continued on following pages)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
CUSIP No. 74758R109
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BKF Capital Group, Inc. Tax Id. No. 36-0767530
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7. SOLE VOTING POWER
SHARES 2,065,356
BENEFICIALLY --------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH 2,065,356
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,065,356
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (1l)
16.9%
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14. TYPE OF REPORTING PERSON
CO
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SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP No. 74758R109
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Steven N. Bronson
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 7. SOLE VOTING POWER
SHARES 57,700
BENEFICIALLY --------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH 2,065,356
REPORTING --------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH 57,700
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10. SHARED DISPOSITIVE POWER
2,065,356
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,123,056
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (1l)
17.3%
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14. TYPE OF REPORTING PERSON
IN
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SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP No. 74758R109 SCHEDULE 13D
Item 1. Security and Issuer.
Except as expressly restated and amended below, the Schedule 13D as filed
on behalf of BKF Capital Group, Inc. and Steven N. Bronson with respect to the
shares of common stock, no par value per share (the "Common Stock") of Qualstar
Corporation, a California corporation, with its principal offices located at
3990-B Heritage Oak Court Simi Valley, CA 93063 (the "Issuer") remains in full
force and effect. The Issuer recently reported that as of March 31, 2012, the
Issuer had 12,253,117 shares of Common Stock outstanding.
Item 2. Identity and Background.
(a) This Schedule 13D Amendment No. 5 is filed on behalf of BKF Capital
Group, Inc. ("BKF Capital") and Steven N. Bronson.
(b) BKF Capital and Mr. Bronson's business address is 225 N.E. Mizner
Boulevard, Suite 400, Boca Raton, Florida 33432.
(c) BKF Capital is a publicly traded corporation and Mr. Bronson is the
Chairman and President of BKF Capital. Mr. Bronson is the sole owner of BA Value
Investors, LLC, a Florida limited liability company. Mr. Bronson is also
President of Catalyst Financial LLC ("Catalyst"), a broker-dealer registered
under the Act. Catalyst's offices are located at 225 N.E. Mizner Boulevard,
Suite 400, Boca Raton, Florida 33432.
(d) During the last five years neither BKF Capital nor Mr. Bronson have
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Neither BKF Capital nor Mr. Bronson have, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining further violations of, or prohibiting
or mandating activities subject to the federal or state securities laws or
finding any violation with respect to such laws.
(f) BKF Capital is organized under the laws of the State of Delaware and
Mr. Bronson is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is amended by adding the following
disclosures:
In furtherance of its April 30, 2012 letter requesting a special meeting of
the shareholders of the Issuer, on May 17, 2012, BKF Capital filed a preliminary
proxy statement seeking: (1) to remove the five incumbent members of the
Issuer's Board of Directors (not including William Gervais, who has resigned as
a director and officer of the Issuer effective June 15, 2012); (2) to fix the
number of members on the Issuer's Board of Directors at five members; and (3) to
elect the five persons that BKF Capital has nominated. Also, BKF Capital
delivered a letter to the Issuer, in accordance with the Issuer's bylaws,
nominating the following persons for election as director at the special
meeting: Steven N. Bronson, Edward J. Fred, Sean M. Leder, David J. Wolenski and
Peter Yu. The BKF Capital preliminary Schedule 14A is incorporated herein by
reference.
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Item 5. Interest in Securities of the Issuer.
(a)(b) BKF Capital owns an aggregate of 2,065,356 shares of the Issuer's
Common Stock, representing approximately 16.9% of the total shares of Common
Stock deemed outstanding. Steven N. Bronson as the Chairman and President of BKF
Capital may be deemed to be the beneficial owner of the shares of Common Stock
held by BKF Capital. Mr. Bronson, as the sole owner of BA Value Investors, LLC,
beneficially owns an additional 57,700 shares of Common Stock, as to which he
possesses voting and disposition power. Accordingly, Mr. Bronson may be deemed
to beneficially own an aggregate of 2,123,056 shares of the Issuer's Common
Stock, representing approximately 17.3% of the total shares of Common Stock
deemed outstanding.
(c) The following open market transactions were effected by BKF
Capital, since its most recent filing of a Schedule 13D:
Buy/ Number Price
Trade Date Sell of Shares Per Share
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4/30/2012 B 4,600 $1.9202
5/2/2012 B 100 $1.93
5/3/2012 B 43,000 $1.9884
5/4/2012 B 500 $1.93
5/7/2012 B 6,050 $1.9479
5/8/2012 B 10,450 $1.9396
5/9/2012 B 14,470 $1.949
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
BKF Capital and each of the individuals (a "Nominee" collectively the "BKF
Nominees") that BKF Capital has nominated to be elected a director of the
issuer, have entered into a Nominee Agreement, pursuant to which the Nominee
agreed to be nominated by BKF Capital to the Issuer's Board of Directors, and to
serve if elected, and BKF Capital agreed to indemnify each of the BKF Nominees
against any and all losses, liabilities, judgments, claims, causes of action,
costs and expenses (including fees and disbursements of legal counsel) incurred
or suffered by each of them in any way, directly or indirectly, related to or
connected with their nomination as a director of the Issuer. A copy of the form
of the Nominee Agreement is attached hereto an exhibit.
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Item 7. Material to be Filed as Exhibits.
Form of Nominee Agreement
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 17, 2012
BKF Capital Group, Inc.
By: /s/ Steven N. Bronson
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Steven N. Bronson, President
Steven N. Bronson
/s/ Steven N. Bronson
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Steven N. Bronson
Attention: Intentional misstatements or omissions of fact constitute federal
criminal violations (See 18 U.S.C. Section l001).
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EXHIBIT
BKF Capital Group, Inc.
225 NE Mizner Park Blvd.
Suite 400
Boca Raton, FL 33432
May 15, 2012
___________________________
___________________________
___________________________
Dear _______________:
This will confirm our understanding as follows:
You agree that you are willing to become a member of a slate of nominees
(the "Slate") of BKF Capital Group, Inc. (the "Nominating Party" or "BKF"), to
stand for election as directors of Qualstar Corporation (TICKER: QBAK) (the
"Company") in connection with a possible proxy solicitation (the "Proxy
Solicitation") to be conducted by BKF and certain related parties in respect of
the special meeting of stockholders of the Company (including any adjournment or
postponement thereof or any special meeting held in lieu thereof, the "Meeting")
or in connection with a possible solicitation of written consents (the "Consent
Solicitation") to elect directors without a meeting. You further agree to serve
as a director of the Company if elected. BKF, along with its affiliates, agrees
to pay the costs of the Proxy Solicitation or Consent Solicitation.
You understand that it may be difficult, if not impossible, to replace a
nominee who, such as yourself, has agreed to serve on the Slate and, if elected,
as a director of the Company if such nominee later changes his mind and
determines not to serve on the Slate or, if elected, as a director of the
Company. Accordingly, BKF is relying upon your agreement to serve on the Slate
and, if elected, as a director of the Company.
In that regard, you are being supplied with a questionnaire (a
"Questionnaire") in which we request that you provide information necessary for
the Nominating Party to make appropriate disclosure to the Company and to use in
creating the proxy materials to be sent to stockholders of the Company and filed
with the Securities and Exchange Commission in connection with the Proxy
Solicitation or the consent materials to be sent and filed in connection with
the Consent Solicitation. You agree that your responses in the Questionnaire
will be true, complete and correct in all respects. We may forward your
completed Questionnaire and executed consent (attached hereto) or summaries
thereof to the Company, and we may disclose such information, as well as the
existence and contents of this letter.
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The Nominating Party shall provide you with a final or near-final draft of
the initial proxy materials to be sent to stockholders of the Company and filed
with the Securities and Exchange Commission, as to each set of materials (in the
event there is more than one set) no later than one business day prior to that
set of materials being sent, filed or otherwise made public.
The Nominating Party agrees to defend, indemnify and hold you harmless
from and against any and all losses, claims, damages, penalties, judgments,
awards, settlements, liabilities, costs, expenses and disbursements incurred by
you and to advance (i) in the event that you become a party, or are threatened
to be made a party, to any civil, criminal, administrative or arbitrative
action, suit or proceeding, and any appeal thereof relating to your role as a
nominee for director of the Company on the Slate (a "Proceeding"), (ii) in the
event you are called to testify or give a deposition in any Proceeding (whether
or not you are a party or are threatened to be made a party to such Proceeding),
or (iii) otherwise arising from or in connection with or relating to the Proxy
Solicitation or Consent Solicitation, to you all reasonable attorneys' costs and
expenses incurred by you as and when incurred by you.
Your rights of indemnification and advancement hereunder shall continue
(i) in the event that the Nominating Party determines to withdraw the Slate or
remove you from the Slate and (ii) after the Meeting or consent in lieu of the
Meeting has taken place, in all events for events which occur prior to the
Meeting or consent in lieu of the Meeting and subsequent to the date hereof.
Anything to the contrary herein notwithstanding, the Nominating Party is
not indemnifying you for any action taken by you or on your behalf that occurs
prior to the date hereof or subsequent to the conclusion of the Proxy
Solicitation or Consent Solicitation or such earlier time as you are no longer a
nominee on the Slate for election to the Company's Board of Directors or for any
actions taken by you as a director of the Company if you are elected. Nothing
herein shall be construed to provide you with indemnification: (i) if you are
found to have engaged in a violation of any provision of state or federal law in
connection with the Proxy Solicitation or Consent Solicitation unless you
demonstrate that your action was taken in good faith and in a manner you
reasonably believed to be in or not opposed to the best interests of electing
the Slate; (ii) the Proceeding involves conduct by you that constitutes gross
negligence or willful misconduct; or (iii) the Proceeding involves your having
provided false or misleading information, or omitted material information, in
the Questionnaire or otherwise in connection with the Proxy Solicitation or
Consent Solicitation.
You shall promptly notify the Nominating Party in writing in the event of
any third-party claims actually made against you or known by you to be
threatened if you intend to seek indemnification hereunder in respect of such
claims, but no delay in delivering such notification shall relieve BKF of its
indemnification obligations hereunder, except to the extent that it is actually
prejudiced by such delay.
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In addition, with respect to any such claim, the Nominating Party shall be
entitled to control your defense with counsel chosen by BKF, unless you shall
have reasonably concluded that there exists an actual or potential conflict
between you and the Nominating Party, and there may be defenses available to you
which are different from or additional to those available to the Nominating
Party, in which case the Nominating Party shall not have the right to control
the defense of such claim on your behalf, you shall have the right to employ
your own counsel reasonably satisfactory to BKF, and BKF shall pay the
reasonable fees and expenses of not more than one firm of attorneys employed by
you.
The Nominating Party shall not be responsible for any settlement of any
claim against you covered by this indemnity without its prior written consent.
However, the Nominating Party may not enter into any settlement of any such
claim without your consent unless such settlement includes (i) no admission of
liability or guilt by you and (ii) a release of you from any and all liability
in respect of such claim.
Each of us recognizes that should you be elected to the Board of Directors
of the Company, all of your activities and decisions as a director will be
governed by applicable law and subject to your fiduciary duties, as applicable,
to the Company and to the stockholders and other constituents of the Company
and, as a result, that there is, and can be, no agreement between you and the
Nominating Party or related parties that governs the decisions which you will
make as a director of the Company.
You agree that this letter and its contents will remain confidential and
the Proxy Solicitation, Consent Solicitation, the existence of this letter and
the provisions hereof will not be directly or indirectly discussed with or
disclosed by you to any third party (other than legal counsel of yours who is
aware of the requirements of this paragraph) unless and until the Nominating
Party or its affiliates shall make a public statement, announcement, or
disclosure concerning this letter, the Proxy Solicitation, or the Consent
Solicitation, except as may be required by applicable law and as otherwise
provided herein.
This letter sets forth the entire agreement between the Nominating Party
and you as to the subject matter contained herein, and this letter cannot be
amended, modified or terminated except by a writing executed by the undersigned
and you. This letter shall be governed by the laws of the State of New York,
without giving effect to principles of conflicts of law.
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Should you agree with the foregoing, please so indicate by signing your
name in the space provided below, whereupon this letter will become a binding
agreement between us.
Very truly yours,
BKF Capital Group, Inc.
By:
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Name: Greg S. Heller
Title: Senior Vice President
Agreed to and accepted as
of the date first written above:
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Name:
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CONSENT OF NOMINEE
The undersigned hereby consents to being named and appropriately
identified as a nominee for election as a director of Qualstar Corporation (the
"Company") in the proxy statement and proxy card, or the information statement,
to be filed with the Securities and Exchange Commission (the "SEC") and
distributed to stockholders of the Company by BKF Capital Group, Inc. and
certain of its affiliates and other persons (collectively, "BKF") and in other
materials in connection with (i) the solicitation of proxies by BKF from
stockholders of the Company to be voted at the [2012] Special Meeting of
Stockholders of the Company (including any adjournment or postponement thereof
or any special meeting held in lieu thereof) or (ii) the solicitation of
consents by BKF from stockholders of the Company to elect directors in lieu of a
meeting, and further consents to serving as a director of the Company, if
elected. The undersigned hereby further consents to being named and
appropriately identified in the Company's proxy statement or information
statement if required by the rules of the SEC. The undersigned hereby represents
that he (i) satisfies, or upon becoming a director will satisfy, the
qualifications to be a member of the Board of Directors set forth in the Bylaws
of the Company and (ii) will make available to the Board of Directors of the
Company all information reasonably requested in furtherance hereof.
Dated: May 15, 2012
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Name:
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