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. 6)(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 18, 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 2,234,520
BENEFICIALLY ------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH 0
REPORTING ------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH 2,234,520
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,234,520
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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 (11)
18.2%
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14. TYPE OF REPORTING PERSON
CO
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SEE INSTRUCTIONS BEFORE FILLING OUT
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 2,234,520
REPORTING ------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH 57,700
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10. SHARED DISPOSITIVE POWER
2,234,520
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,292,220
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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 (11)
18.7%
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14. TYPE OF REPORTING PERSON
IN
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SEE INSTRUCTIONS BEFORE FILLING OUT
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. 6 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.
On May 21, 2012, BKF Capital acquired, in an open market transaction,
using its working capital, 169,164 shares of Common Stock at a purchase price of
$1.9667 per share or approximately $332,700.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is amended by adding the following
disclosures:
On May 18, 2012, BKF Capital delivered a demand letter to the Issuer
requesting the opportunity to inspect and make or receive copies of certain
records of the Issuer relating to, among other things, the names and address of
the Issuer's shareholders (the "BKF Demand Letter"). A copy of the BKF Demand
Letter is attached as an exhibit to this Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a)(b) BKF Capital owns an aggregate of 2,234,520 shares of the Issuer's
Common Stock, representing approximately 18.2% 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 2,292,220 shares of the Issuer's Common
Stock, representing approximately 18.7% 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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5/21/2012 B 169,164 $1.9667
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
BKF Demand Letter
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 23, 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).
EXHIBIT
Reed Smith LLP
355 South Grand Avenue
Suite 2900
[ReedSmith logo] Los Angeles, CA 90071-1514
+1 213 457 8000
Fax=1 213 457 8080
reedsmith.com
Allen Z. Sussman
Direct Phone: +1 213 457 8030
Email: asussman@reedsmith.com
May 18, 2012
VIA FACSIMILE TO (805) 583-7749 AND OVERNIGHT COURIER
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Qualstar Corporation
3990-B Heritage Oak Court
Simi Valley, CA 93603
Attention: Nidhi H. Andalon, Secretary
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Re: Demand for Stockholder Information
Dear Ms. Andalon:
We are legal counsel to BKF Capital Group, Inc. ("BKF"), which is the
holder of more than ten percent (10%) of the outstanding shares of common stock
of Qualstar Corporation ("Qualstar").
On behalf of BKF, we hereby demand, pursuant to Section 1600 of the
California General Corporation Law, the opportunity to inspect and make or
receive copies of the following records and documents of Qualstar:
(a) A complete record or list of the holders of Qualstar's outstanding
capital stock, certified by Qualstar or its transfer agent and registrar,
showing the names and addresses of each holder of Qualstar's capital stock
and the number of shares of capital stock registered in the name of each
such holder, as of the most recent date available at the time of
inspection.
(b) All daily stock transfer sheets showing changes in the record or list
of shareholders referenced in paragraph (a) above which are in, or come
into, the possession of Qualstar or the transfer agent for its common
stock through and including the record date for the Special Meeting of
Shareholders of Qualstar scheduled for June 20, 2012 (the "Special
Meeting").
(c) A complete record or list of the names, addresses and securities
positions of non-objecting beneficial owners ("NOBO's") and acquiescing
beneficial owners ("ABO's) of Qualstar's outstanding capital stock. If
such list is not available as of a recent date, such list should be
requested by Qualstar from brokers and dealers (or their agent,
Broadridge), pursuant to the applicable rules and regulations of the
Securities and Exchange Commission, as of the record date for the Special
Meeting.
(d) All information in or which comes into Qualstar's possession or
control, or which can reasonably be obtained from brokers, dealers, banks,
clearing agencies or voting trustees or their nominees, concerning the
names, addresses and number of shares of Qualstar's capital stock held by
the participating brokers and banks named in the individual nominee names.
(e) All information in or which comes into Qualstar's possession or
control, or which can reasonably be obtained from nominees of any central
depository system relating to the breakdown of all brokerage and financial
institutions holding shares for their customers in street name and a
breakdown of holdings which appear on the corporate stock ledger under the
names of any central depository system (e.g. the Depository Trust &
Clearing Corporation (DTCC) and its nominee, Cede & Co.).
(f) A list or lists containing the name, address and number of shares
attributable to any participant in any Qualstar employee stock ownership
plan, stock ownership dividend reinvestment plan, or comparable plan of
Qualstar in which voting decisions or decisions concerning tenders of
shares with respect to the shares held by such plan are made, directly or
indirectly, individually or collectively, by the participants in the plan.
(g) A magnetic computer tape, compact disc or diskette, or other
electronic file containing the information requested in paragraphs (a)
through (f) above, together with such computer processing data and/or
instructions as are necessary for BKF to make use of such magnetic
computer tape, compact disc or diskette or electronic file, and a separate
printout of such magnetic computer tape, disc or diskette or electronic
file for verification purposes, if different from the information
furnished in response to paragraphs (a) through (f) above.
BKF further demands that modifications of, additions to or deletions from,
any and all information, records or lists referenced in paragraphs (a) through
(g) above subsequent to the date of the items that are furnished to BKF be
furnished when the same becomes available to Qualstar or its agents or
representatives.
BKF will bear the reasonable charges incurred by Qualstar (including those
of its transfer agent) in connection with the production of the information,
records and lists referenced in paragraphs (a) through (g) above.
The purpose of BKF in requesting the inspection and copying of the
information described above is to identify and facilitate a solicitation of
proxies from shareholders of Qualstar in connection with the Special Meeting.
Please contact me promptly after receipt of this letter so that we can
arrange for inspection and/or delivery of these materials. I can be reached by
telephone at (213) 457-8030 or via email at asussman@reedsmith.com.
Sincerely,
/s/ Allen Z. Sussman
Allen Z. Sussman
cc: Greg S. Heller
BKF Capital Group, Inc.