UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 13, 2004
------------------
SOLITRON DEVICES, INC.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
--------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
001-04978 22-1684144
--------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
3301 ELECTRONICS WAY, WEST PALM BEACH, FLORIDA 33407
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(561) 848-4311
--------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
--------------------------------------------------------------------------------
(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 (see General Instruction A.2. below):
|_| 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 7.01 REGULATION FD DISCLOSURE
On September 13, 2004, we began the process of assessing the impact of
Hurricane Frances on our operations. Our manufacturing operations and corporate
headquarters, which are located in one leased facility in West Palm Beach,
Florida, were closed for eleven calendar days due to Hurricane Frances and the
power outage that resulted from the hurricane. While it is difficult at this
time to predict the hurricane's total impact on our operations and our financial
results for the year ending February 28, 2005, we believe that our inability to
finalize and ship products during the closure of our facility will result in a
loss of net sales in the range of $300,000 - $350,000 for such eleven calendar
days. Additionally, our inability to fill certain of our orders in accordance
with the initially agreed upon timetable may adversely affect our relationships
with our customers and may result in a further loss of net sales if such
customers seek an alternative manufacturer for their required products.
Although we are still in the process of evaluating the potential loss
and/or damage to our raw material supplies and our manufacturing equipment, our
preliminary estimates are in the range of $40,000 - $50,000. Additionally, we
are in the process of testing our manufacturing equipment, running tests and
evaluating the loss and/or damage to products that were in the manufacturing
stage at the time Hurricane Frances affected the West Palm Beach area. We do
carry casualty and business interruption insurance. We initiated our insurance
claims, but cannot be certain at this point how much proceeds, if any, we will
recover from our insurance carrier to cover our losses.
Certain statements in this Form 8-K are "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Act of 1934, as amended, and are subject to the
safe-harbor created by such sections. These forward-looking statements include,
(i) our estimates regarding the amount of loss of net sales; (ii) our estimates
regarding the amount of loss and/or damage to our raw material supplies and our
manufacturing equipment; (iii) our expectations regarding the impact of
Hurricane Frances on our operations and our financial results, including, the
effect on the relationships with our customers; and (iv) our expectations
regarding our insurance coverage. These statements involve certain risks and
uncertainties that may cause actual results to differ materially from
expectations as of the date of this Form 8-K. These risks include (i) that our
actual losses and damages resulting from Hurricane Frances will differ from our
estimates and expectations; (ii) that our operations and financial results may
be impacted by Hurricane Frances in other ways not currently anticipated or
assessed; and (iii) that we may encounter delays and/or difficulties with claims
submitted under our insurance policy.
The information furnished herein is not deemed to be "filed" for
purposes of Section 18 of the Exchange Act, or otherwise subject to the
liability of that section. This information will not be deemed to be
incorporated by reference into any filing under the Securities Act or the
Exchange Act, except to the extent that the registrant specifically incorporates
them by reference
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.
September 15, 2004 SOLITRON DEVICES, INC.
/s/ Shevach Saraf
----------------------------------
Chairman of the Board, President,
Chief Executive Officer, Treasurer
and Chief Financial Officer