SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 20, 2001
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Solitron Devices, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 001-04978 22-1684144
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
3301 Electronics Way, West Palm Beach, FL 33407
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (561) 848-4311
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
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On May 31, 2001, the Board of Directors of Solitron Devices, Inc. (the
"Company") adopted a Rights Agreement, dated as of May 31, 2001, between the
Company and Continental Stock Transfer & Trust Company, as Rights Agent (the
"2001 Rights Agreement").
Pursuant to the 2001 Rights Agreement, the Company will make a dividend
distribution of one right for each outstanding share of Common Stock of the
Company to stockholders of record at the close of business on June 20, 2001
(each, a "Right" and collectively, the "Rights"). Each Right entitles the
registered holder to purchase from the Company a unit consisting of one one-
hundredth of a share (a "Unit") of Series A Junior Participating Preferred
Stock, par value $.01 per share (the "Preferred Stock"), at a Purchase Price of
$25.00 per Unit, subject to adjustment. The description and terms of the Rights
are set forth in the 2001 Rights Agreement. A copy of the 2001 Rights Agreement
is filed as an exhibit hereto and is incorporated herein by reference. The
preferred stock purchase rights previously distributed by the Company pursuant
to the Rights Agreement, dated as of May 29, 1991, between the Company and
Continental Stock Transfer & Trust Company, as Rights Agent (the "1991 Rights
Agreement") will expire on the close of business on June 20, 2001.
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Item 7. Financial Statements and Exhibits.
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(c) Exhibits
Exhibit No. Description
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4.1 Rights Agreement, dated as of May 31, 2001, between
Solitron Devices, Inc. and Continental Stock Transfer &
Trust Company, as Rights Agent.
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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.
June 20, 2001 SOLITRON DEVICES, INC.
By: /s/ Shevach Saraf
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Shevach Saraf
Chairman, Chief Executive Officer,
President and Treasurer
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Exhibit Index
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Exhibit No.
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4.1 Rights Agreement, dated as of May 31, 2001, between Solition
Devices, Inc. and Continental Stock Transfer & Trust Company, as
Rights Agent.