================================================================================
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): June 1, 2009
UNIVERSAL POWER GROUP, INC.
(Exact name of Registrant as specified in its charter)
Texas 001-33207 75-1288690
- -------------------------------- ------------------ ----------------------
(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
1720 Hayden Road, Carrollton, Texas 75006
- ------------------------------------------------------- ----------------------
(Address Of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (469) 892-1122
--------------
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
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))
================================================================================
ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Effective June 1, 2009 (the "Effective Date"), Universal Power
Group, Inc.'s (the "Company") independent accountants, KBA Group LLP ("KBA"),
joined BKD, LLP. As a result, KBA resigned as the Company's independent
accountants as of the Effective Date. The Company's Audit Committee has been
notified of the resignation and the reasons for KBA's resignation.
The audit reports of KBA on the financial statements of the Company as
of and for the years ended December 31, 2007 and 2008 contained no adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principle. During the fiscal years ended
December 31, 2008 and 2007 and the subsequent interim period through the
Effective Date there were (1) no disagreements with KBA on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
KBA, would have caused them to make reference thereto in their reports on the
financial statements for such years and (2) no "reportable events" as that term
is defined in Item 304(a)(1)(v) of Regulation S-K.
The Company has furnished to KBA the statements made in this Item
4.01. Attached as Exhibit 16.1 to this Form 8-K is KBA's letter to the
Securities and Exchange Commission, dated June 4, 2009 regarding these
statements.
(b) As of the date hereof, the Company has not yet engaged a new
independent registered public accounting firm.
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
(c) On June 1, 2009, Ian Edmonds was appointed President and Chief
Executive Officer of the Company. Prior to this appointment, he was serving the
Company in those positions on an interim basis since January 2009, and as
Executive Vice President, Chief Operating Officer, interim Chief Financial
Officer and a Director. He will continue in his positions as interim Chief
Financial Officer and a Director of the Company. A copy of the press release
announcing Mr. Edmonds' promotion is attached as Exhibit 99.1 to this report.
In connection with the promotion, the Company's Compensation Committee
approved a new compensation arrangement with Mr. Edmonds pursuant to which he
will be entitled to a base salary of $250,000 per annum plus an annual cash
bonus equal in amount to seven and one-half percent (7 1/2%) of the Company's
audited Income before provision for income taxes, as adjusted, provided the
Company meets or exceeds certain targeted performance levels established by the
Compensation Committee.
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
On June 1, 2009, the Company's Board of Directors (the "Board")
unanimously adopted a resolution to amend Article 3, Section 3.2 of the
Company's Bylaws to provide that the number of directors on the Board may be
determined from time to time by resolution of the Board and to reduce to five
the number of directors on the Board beginning on the date of the next annual
meeting of shareholder. This amendment to the Company's Bylaw was permitted
under Article 9, Section 9.7 thereof.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
EXHIBIT
NO. DESCRIPTION
-- -----------
3.1 Article 3, Section 3.2 of the Amended and Restated Bylaws
of Universal Power Group, Inc., as amended on June 1,
2009.
16.1 Letter, dated June 4, 2009 from KBA Group LLP to the
Securities and Exchange Commission, regarding change in
certifying accountant of the Company.
99.1 Press release, dated June 2, 2009, announcing the
promotion of Ian Edmonds to the positions of President
and Chief Executive Officer of the Company.
* * * * *
SIGNATURES
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 Power Group, Inc.
Date: June 4, 2009 By: /s/ Julie Sansom Reese
-----------------------------
Name: Julie Sansom-Reese
Title: SVP, Finance