UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended March 31, 2004 or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from to .
Commission file number: 0-7885
UNIVERSAL SECURITY INSTRUMENTS, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 52-0898545
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
7-A Gwynns Mill Court Owings Mills, Maryland 21117
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (410) 363-3000
Securities registered pursuant to Section 12(b) of the Act:
Title of Class Name of Each Exchange on Which Registered
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Common Stock, $0.01 par value American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
Title of Class
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statement
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
---
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act. Yes No X
--- ---
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of June 18, 2004 was $18,938,509.
The number of shares of common stock outstanding as of June 18, 2004 was
1,576,895.
DOCUMENTS INCORPORATED BY REFERENCE
To the extent specified, Part III of this Form 10-K incorporates information by
reference to the Registrant's definitive proxy statement for its 2004 Annual
Meeting of Shareholders (to be filed).
The Registrant hereby amends its Annual Report on Form 10-K for the fiscal year
ended March 31, 2004, which was filed with the Commission on July 14, 2004, to
include Exhibit 14.
PART IV
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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
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(a) 3. Exhibits required to be filed by Item 601 of Regulation S-K.
Exhibit No.
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14 Code of Ethics*
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer*
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer*
32.1 Section 1350 Certifications*
*Filed herewith
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, thereto duly authorized.
Date: July 22, 2003 UNIVERSAL SECURITY INSTRUMENTS, INC.
By: /s/ Harvey B. Grossblatt
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Harvey B. Grossblatt, President
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EXHIBIT 14
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UNIVERSAL SECURITY INSTRUMENTS, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
The Board of directors of UNIVERSAL SECURITY INSTRUMENTS, INC. (with its
subsidiaries, the "Company") has adopted this Code of Business Conduct and
Ethics ("Code") to:
o Promote honest and ethical conduct, including fair dealing and the
ethical handling of conflicts of interest;
o Promote full, fair, accurate, timely and understandable disclosure;
o Promote compliance with applicable laws and governmental rules and
regulations;
o Ensure the protection of the Company's legitimate business interests,
including corporate opportunities, assets and confidential
information; and
o Deter wrongdoing.
All directors, officers and employees of the Company are expected to be
familiar with the Code and to adhere to those principles and procedures set
forth in the Code that apply to them. This Code is meant to address the general
ethical requirements of business conducted by the Company, but is not
all-inclusive. Particular areas of conduct, such as harassment, confidential
employee complaints, and other conduct which affects the workplace are addressed
separately in other Company policies included in the Company's Employee Manual.
For purposes of this Code, the "Code of Ethics Contact Person" is the
President and Chief Operating Officer.
From time to time, the Company may waive some provisions of this Code. Any
waiver of the Code for executive officers or directors of the Company may be
made only by the Board of Directors and must be promptly disclosed as required
by SEC or American Stock Exchange rules. Any waiver for other employees may be
made only by the President and Chief Operating Officer.
I. HONEST AND CANDID CONDUCT
Each director, officer and employee owes a duty to the Company to act with
integrity. Integrity requires, among other things, being honest and candid.
Deceit and subordination of principle are inconsistent with integrity.
Each director, officer and employee must:
o Act with integrity, including being honest and candid while still
maintaining the confidentiality of information where required or
consistent with the Company's policies.
o Observe both the form and spirit of laws and governmental rules and
regulations, accounting standards and Company policies.
o Adhere to a high standard of business ethics.
II. CONFLICTS OF INTEREST
A "conflict of interest" occurs when an individual's private interest
interferes or appears to interfere with the interests of the Company. A conflict
of interest can arise when a director, officer or employee takes actions or has
interests that may make it difficult to perform his or her Company work
objectively and effectively. For example, a conflict of interest would arise if
a director, officer or employee, or a member of his or her family, receives
improper personal benefits as a result of his or her position in the Company.
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Any material transaction or relationship that could reasonably be expected to
give rise to a conflict of interest should be discussed with the Code of Ethics
Contact Person.
Service to the Company should never be subordinated to personal gain and
advantage. Conflicts of interest should, wherever possible be avoided.
In particular, clear conflict of interest situations involving directors,
executive officers and other employees who occupy supervisory positions or who
have discretionary authority in dealing with any third party specified below may
include the following:
o Any significant ownership interest in any supplier or customer;
o Any consulting or employment relationship with any customer, supplier
or competitor;
o Any outside business activity that detracts from an individual's
ability to devote appropriate time and attention to his or her
responsibilities with the Company;
o The receipt of non-nominal gifts or excessive entertainment from any
company with which the Company has current or prospective business
dealings;
o Being in the position of supervising, reviewing or having any
influence on the job evaluation, pay or benefit of any immediate
family member; and
o Selling anything to the Company or buying anything from the Company,
except on the same terms and conditions as comparable directors,
officers or employees are permitted to so purchase or sell.
Such situations, if material, must always be approved in advance by the
Code of Ethics Contact Person.
Anything that would present a conflict for a director, officer or employee
would likely also present a conflict if it is related to a member of his or her
family.
III. DISCLOSURE
Each director, officer or employee involved in the Company's disclosure
process, including the Chief Executive Officer and the Chief Financial Officer
(the "Senior Financial Officers"), is required to be familiar with and comply
with the Company's disclosure controls and procedures and internal control over
financial reporting, to the extent relevant to his or her area of
responsibility, so that the Company's public reports and documents filed with
the SEC comply in all material respects with the applicable federal securities
laws and SEC rules. In addition, each such person having direct or supervisory
authority regarding these SEC filings or the Company's other public
communications concerning its general business, results, financial condition and
prospects should, to the extent appropriate within his or her area of
responsibility, consult with other Company officers and employees and take other
appropriate steps regarding these disclosures with the goal of making full,
fair, accurate, timely and understandable disclosure.
Each director, officer or employee who is involved in the Company's
disclosure process, including without limitation, the Senior Financial Officers,
must:
o Familiarize himself or herself with the disclosure requirements
applicable to the Company as well as the business and financial
operations of the Company.
o Not knowingly misrepresent, or cause others to misrepresent, facts
about the Company to others, whether within or outside the Company,
including to the Company's independent auditors, governmental
regulators and self-regulatory organizations.
o Properly review and critically analyze proposed disclosure for
accuracy and completeness (or, where appropriate, delegate this task
to others).
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IV. COMPLIANCE
It is the Company's policy to comply with all applicable laws, rules and
regulations. It is the personal responsibility of each employee, officer and
director to adhere to the standards and restrictions imposed by those laws,
rules and regulations.
It is against Company policy and in many circumstances illegal for a
director, officer or employee to profit from undisclosed information relating to
the Company or any other company. Any director, officer or employee may not
purchase or sell any of the Company's securities while in possession of material
nonpublic information relating to the Company. Also, any director, officer or
employee may not purchase or sell securities of any other company while in
possession of any material nonpublic information relating to that company.
Any director, officer or employee who is uncertain about the legal rules
involving a purchase or sale of any Company securities or any securities in
companies that he or she is familiar with by virtue of his or her work for the
Company, should consult with the Company's Chief Operating Officer before making
any such purchase or sale.
V. REPORTING AND ACCOUNTABILITY
The Audit Committee of the Company's Board of Directors is responsible for
applying this Code to specific situations presented to it for review and has the
authority to interpret this Code in any particular situation. Any director,
officer or employee who becomes aware of any existing or potential violation of
this Code is required to notify the Code of Ethics Contact Person promptly.
Failure to do so is itself a violation of this Code.
Any questions relating to how this Code should be interpreted or applied
should be addressed to the Code of Ethics Contact Person. A director, officer or
employee who is unsure of whether a situation violates this Code should discuss
the situation with the Code of Ethics Contact Person to prevent possible
misunderstandings and embarrassment at a later date.
Each director, officer or employee must:
o Notify the Code of Ethics Contact Person promptly of any existing or
potential violation of this Code.
o Not retaliate against any other director, officer or employee for
reports of potential violations that are made in good faith.
The Audit Committee shall take all action they consider appropriate to
investigate any violations reported to them. If a violation has occurred, the
Company will take such disciplinary or preventive action as it deems
appropriate, after consultation with the Audit Committee, in the case of a
director or executive officer, or after consultation with the Chief Operating
Officer, in the case of any other employee.
VI. CORPORATE OPPORTUNITIES
Directors, officers and employees owe a duty to the Company to advance the
Company's business interests when the opportunity to do so arises. Directors',
officers and employees are prohibited from taking (or directing to a third
party) a business opportunity that is discovered through the use of corporate
property, information or position, unless the Company has already been offered
the opportunity and turned it down. More generally, directors, officers and
employees are prohibited from using corporate property, information or position
for personal gain and from competing with the Company.
Sometimes the line between personal and Company benefits is difficult to
draw, and sometimes there are both personal and Company benefits in certain
activities. Directors, officers and employees who intend to make use of Company
property or services in a manner not solely for the benefit of the Company
should consult beforehand with the Code of Ethics Contact Person.
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VII. CONFIDENTIALITY
In carrying out the Company's business, directors, officers and employees
often learn confidential or proprietary information about the Company, its
customers, suppliers or joint venture parties. Directors, officers and employees
must maintain the confidentiality of all information so entrusted to them,
except when disclosure is authorized or legally mandated. Confidential or
proprietary information of the Company, and of other companies, includes any
non-public information that would be harmful to the relevant company or useful
or helpful to competitors if disclosed.
VIII. FAIR DEALING
We have a history of succeeding through honest business competition. We do
not seek competitive advantages through illegal or unethical business practices.
Each director, officer and employee should endeavor to deal fairly with the
Company's service providers, suppliers, competitors and employees. No director,
officer or employee should take unfair advantage of anyone through manipulation,
concealment, abuse of privileged information, misrepresentation of material
facts, or any unfair dealing practice.
IX. PROTECTION AND PROPER USE OF COMPANY ASSETS
All directors, officers and employees should protect the Company's assets
and ensure their efficient use. All Company assets should be used only for
legitimate business purposes.
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EXHIBIT 31.1
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CERTIFICATION
I, Stephen C. Knepper, certify that:
1. I have reviewed this Annual Report on Form 10-K of Universal Security
Instruments, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the Registrant as
of, and for, the periods presented in this report;
4. The Registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
Registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
(b) Evaluated the effectiveness of the Registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
(c) Disclosed in this report any change in the Registrant's internal
control over financial reporting that occurred during the Registrant's
most recent fiscal quarter (the Registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the Registrant's internal
control over financial reporting; and
5. The Registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
Registrant's auditors and the audit committee of Registrant's board of directors
(or persons performing the equivalent function):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the Registrant's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal
control over financial reporting.
Date: July 22, 2004 /s/ Stephen C. Knepper
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Stephen C. Knepper
Chief Executive Officer
EXHIBIT 31.2
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CERTIFICATION
I, Harvey B. Grossblatt, certify that:
1. I have reviewed this Annual Report on Form 10-K of Universal Security
Instruments, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the Registrant as
of, and for, the periods presented in this report;
4. The Registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
Registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
(b) Evaluated the effectiveness of the Registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
(c) Disclosed in this report any change in the Registrant's internal
control over financial reporting that occurred during the Registrant's
most recent fiscal quarter (the Registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the Registrant's internal
control over financial reporting; and
5. The Registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
Registrant's auditors and the audit committee of Registrant's board of directors
(or persons performing the equivalent function):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the Registrant's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal
control over financial reporting.
Date: July 22, 2004 /s/ Harvey B. Grossblatt
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Harvey B. Grossblatt
Chief Financial Officer
EXHIBIT 32.1
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SECTION 1350 CERTIFICATIONS
In connection with the Annual Report of Universal Security Instruments,
Inc. (the "Company") on Form 10-K for the fiscal year ended March 31, 2004 as
filed with the Securities and Exchange Commission and to which this
Certification is an exhibit (the "Report"), the undersigned hereby certify,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of
the Company for the periods reflected therein.
Date: July 22, 2004 /s/ Stephen C. Knepper
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Stephen C. Knepper
Chief Executive Officer
/s/ Harvey B. Grossblatt
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Harvey B. Grossblatt
Chief Financial Officer