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. 4)(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)
April 30, 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 1,990,786
BENEFICIALLY ------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH 0
REPORTING ------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH 1,990,786
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,990,786
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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)
16.2%
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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 1,990,786
REPORTING ------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH 57,700
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10. SHARED DISPOSITIVE POWER
1,990,786
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,048,486
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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)
16.7%
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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 February 10, 2012, the
Issuer had 12,253,117 shares of Common Stock outstanding.
Item 2. Identity and Background.
(a) This Schedule 13D Amendment No. 4 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 April 30, 2012, BKF Capital acquired, in an open market transaction,
using its working capital, 4,600 shares of Common Stock at a purchase price of
$1.9202 per share or $8,833.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is amended by adding the following
disclosures:
On March 27, 2012, the Issuer released the results of the voting for
directors at the Issuer's 2012 Annual Meeting, as follows:
Number of Votes Cast
Authority Broker
Name For Withheld Non-Votes
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William J. Gervais 6,259,388 4,094,594 1,316,575
Stanley W. Corker 3,217,716 7,136,266 1,316,575
Lawrence D. Firestone 6,454,210 3,899,772 1,316,575
Carl W. Gromada 6,515,455 3,838,527 1,316,575
Robert A. Meyer 2,797,652 7,556,330 1,316,575
Robert E. Rich 4,990,294 5,363,688 1,316,575
Although all six directors were re-elected to serve a one-year term, three
of the directors were not elected by a majority of the votes cast. On March 21,
2012, William J. Gervais, the Issuer's Chief Executive Officer, President,
member of the Board of Directors, the Issuer's largest shareholder and the only
member of the Board with a significant equity stake in the Issuer, announced his
retirement and tendered his resignation as a director and officer of the Issuer,
effective June 15, 2012. Concerned with the collective de minimis 1.3% ownership
level in the Issuer of the remaining directors, and lacking confidence in the
remaining directors to select the next CEO and return the Issuer to
profitability, BKF Capital is seeking to replace all of the remaining directors.
On April 30, 2012, BKF Capital sent a letter to the Issuer demanding that a
special meeting of shareholders be convened on June 20, 2012 to remove all of
the incumbent directors, fix the size of the Board at five directors and elect
new directors to the Board. The demand was sent in accordance with the Issuer's
bylaws, which permit the holder of 10% or more of the vote to require the Issuer
to hold a special meeting of shareholders. A copy of the demand is filed as an
Exhibit to this Schedule 13D. BKF Capital intends to nominate directors to be
elected at the special meeting of shareholders, in accordance with the
provisions of the issuer's bylaws.
Item 5. Interest in Securities of the Issuer.
(a)(b) BKF Capital owns an aggregate of 1,990,786 shares of the Issuer's
Common Stock, representing approximately 16.2% 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 2,048,486 shares of the Issuer's Common
Stock, representing approximately 16.7% of the total shares of Common Stock
deemed outstanding.
(c) The following open market transactions were effected by BKF
Capital, during the past sixty (60) days:
Buy/ Number Price
Trade Date Sell of Shares Per Share
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4/27/2012 Buy 400 $1.925
4/25/2012 Buy 2,866 $1.92
4/9/2012 Buy 1,000 $1.92
4/5/2012 Buy 22,400 $1.9298
4/2/2012 Buy 200 $1.9
3/30/2012 Buy 10,000 $1.85
3/29/2012 Buy 10,000 $1.83
3/28/2012 Buy 19,400 $1.8252
3/22/2012 Buy 1,300 $1.85
3/21/2012 Buy 1,213 $1.85
3/20/2012 Buy 18,020 $1.85
3/19/2012 Buy 1,352 $1.85
3/9/2012 Buy 2,200 $1.87
3/8/2012 Buy 8,361 $1.87
3/7/2012 Buy 1,639 $1.87
3/6/2012 Buy 15,744 $1.8877
3/5/2012 Buy 4,256 $1.8986
3/2/2012 Buy 10,244 $1.883
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None
Item 7. Material to be Filed as Exhibits.
None
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: April 30, 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
BKF Capital Group, Inc.
225 N.E. Mizner Boulevard, Suite 400
Boca Raton, Florida 33432
April 30, 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
Gentlemen:
I am writing on behalf of BKF Capital Group, Inc. ("BKF") which is, as of the
date of this letter, the shareholder of record of 1,986,186 shares of common
stock of Qualstar Corporation ("Qualstar" or the "Company"), constituting more
than ten percent (10%) of the voting power of the Company's outstanding shares.
Pursuant to the authority set forth in Article II, Section 3 of the Company's
Bylaws (as amended and restated as of March 24, 2011) and Section 600(d) of the
California General Corporation Law, BKF hereby calls a special meeting of the
shareholders of the Company, with such meeting to be held at the Company's
headquarters or at a nearby location during business hours on Wednesday, June
20, 2012.
The business to be conducted at the special meeting and included in the notice
of the meeting to shareholders shall consist of the following, with such matters
to be considered by the shareholders at the special meeting in the order set
forth below:
1. Approval by the shareholders of the removal from office of all
incumbent directors of Qualstar;
2. Approval by the shareholders of a resolution to fix the authorized
number of directors of Qualstar at five (5) directors; and
3. Election by the shareholders of five (5) directors to fill the
vacancies created by the removal of the incumbent directors.
To assure the proper and orderly conduct of the voting process for the special
meeting, we respectfully request that the Board of Directors establish a record
date for the special meeting that is no later than May 15, 2012 and that notice
of the special meeting be sent to shareholders of the Company by no later than
May 21, 2012.
Sincerely,
/s/
Greg S. Heller
Senior Vice President,
BKF Capital Group, Inc.
cc: Board of Directors,
Qualstar Corporation
Nidhi H. Andalon,
Registered Agent