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) SEPTEMBER 26, 2003
-----------------------
SSP SOLUTIONS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 000-26227 33-0757190
- ---------------------------- --------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
17861 CARTWRIGHT ROAD, IRVINE, CALIFORNIA 92614
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (949) 851-1085
------------------------------
NOT APPLICABLE
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.
Appointment of Director
- -----------------------
SSP Solutions, Inc. (the "Company") recently filled a vacancy on its
board of directors. Effective September 29, 2003, David A. Janes accepted an
appointment to SSP's board of directors and became a member of SSP's Audit
Committee. As a result of this appointment, SSP's board of directors now
consists of Marvin J. Winkler, Kris Shah, Gregg Amber, Joel K. Rubenstein, Ron
R. Goldie and Mr. Janes. SSP's Audit Committee now consists of Mr. Janes, Mr.
Goldie and Mr. Rubenstein. SSP's Compensation Committee continues to consist of
Mr. Amber, Mr. Goldie and Mr. Rubenstein.
Mr. Janes has served as chairman and chief executive officer of Janes
Capital Partners, an investment banking firm that specializes in mergers,
acquisitions and personal equity investments in manufacturing companies, since
forming that firm in 1997. Prior to that, Mr. Janes founded in 1977 and served
as chief executive officer through July 1998 of California Manufacturing
Enterprises, a company that manufactured a wide variety of industrial products
through its seven subsidiaries. During the late 1990s, Mr. Janes divested his
personal interest in five of the subsidiaries. He continues to serve as a
principal investor and director of Intri-Plex Technologies U.S. and Intri-Plex
Technologies Thailand, which companies manufacture critical mechanical
components for computer disc drives and heat dissipating substrate for computer
chips. Mr. Janes also serves a number of organizations in various capacities,
including as Vice Chairman of the Orange County Council of Boy Scouts of America
and as a member of the U.S. Naval Institute Foundation Board of Trustees and the
Navy League of the U.S.
Mr. Janes was commissioned an Ensign in the U.S. Naval Reserve in 1959
and maintained an active participation until he retired from the U.S. Naval
Reserve in 1994 as a two star Admiral. Mr. Janes holds a B.S. degree in
Economics from the University of Wisconsin and an M.S. degree in Finance from
University of Wisconsin, Madison, Wisconsin. He has no previous business
relationship with the Company.
Update Regarding Status of Nasdaq Listing
- -----------------------------------------
On September 9, 2003, the Company filed a Form 8-K for August 27, 2003
that included, among other things, a press release discussing the status of the
Company's listing on The Nasdaq National Market. The press release indicated
that the Company had until October 31, 2003 to regain compliance with
independent director and audit committee composition requirements and to
evidence a closing bid price of at least $1.00 per share and, immediately
thereafter, a closing bid price of at least $1.00 per share for a minimum of ten
consecutive trading days. On September 26, 2003, the Company received a letter
from Nasdaq indicating that the Company has evidenced compliance with the
minimum bid price requirement. In light of the appointment of Mr. Janes to the
board of directors, the Company believes it is now in compliance with the
independent director and audit committee composition requirements. However, the
Company is awaiting confirmation from the Nasdaq Listing Qualifications Panel
that the independent director and audit committee composition requirements are,
in fact, satisfied.
2003 Annual Meeting of Stockholders
- -----------------------------------
The Company is preparing to hold its 2003 annual meeting of
stockholders at 2:00 p.m. on November 21, 2003 at the Irvine Courtyard Marriott,
2701 Main Street, Irvine, California 92614. All holders of record of SSP
Solutions, Inc. common stock outstanding as of the close of business on
September 29, 2003 will be entitled to vote at the annual meeting.
The proxy statement that the Company circulated to stockholders in
connection with the Company's 2002 annual meeting disclosed deadlines for
submission of stockholder proposals to be presented at the Company's 2003 annual
meeting. Because the Company's board of directors has scheduled the Company's
2003 annual meeting for a date in 2003 that is more than thirty calendar days
after the date in 2002 on which the Company held its 2002 annual meeting, the
Company has extended the stockholder proposal deadlines.
2
Proposals by stockholders that are intended for inclusion in the
Company's proxy statement and proxy and to be presented at the Company's 2003
annual meeting must be delivered to, or mailed and received by, the Company's
Secretary at the Company's headquarters by October 3, 2003 in order to be
considered for inclusion in the Company's proxy materials. Those proposals may
be included in the Company's proxy materials if they comply with the rules and
regulations of the Securities and Exchange Commission governing stockholder
proposals.
For all other proposals by stockholders to be timely, a stockholder's
notice must be delivered to, or mailed and received by, the Company's Secretary
at the Company's headquarters not later than the close of business on October 3,
2003. If a stockholder fails to notify the Company of any such proposal prior to
that date, the proposal may not be raised at the annual meeting.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION. Not applicable.
(c) EXHIBITS.
Exhibit
Number Description
------ -----------
3.1 Action With Respect to Bylaws of SSP Solutions, Inc.
as of September 24, 2003
3
SIGNATURE
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.
Date: September 29, 2003 SSP SOLUTIONS, INC.
By: /s/ THOMAS E. SCHIFF
-------------------------------------------
Thomas E. Schiff, Chief Financial Officer
4