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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):
October 12,
2018
Solitron Devices, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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001-04978
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22-1684144
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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3301 Electronics Way, West Palm Beach, Florida
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33407
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(561)
848-4311
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(Registrant’s
Telephone Number, Including Area Code)
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(Former Name or
Former Address, if Changed Since Last Report)
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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))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§ 230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§ 240.12b-2 of this
chapter).
Emerging growth company □
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
□
Section 1 – Registrant's Business and Operations
Item
1.01
Entry
into a Material Definitive Agreement.
On
October 12, 2018, Olesen Value Fund L.P. ("Olesen") delivered to
Solitron Devices, Inc. ("Solitron" or the "Company") an irrevocable
proxy designating Tim Eriksen as Olesen's proxy for purposes of
voting all of Solitron's shares owned by Olesen in favor of the
director nominees recommended by the Board of Directors of Solitron
(the "Board") for the next two annual meetings of the stockholders
of Solitron. Olesen granted this irrevocable proxy in connection
with being deemed an "Exempt Person" under the Rights Agreement,
dated as of May 12, 2017, between Solitron and Continental Stock
Transfer & Trust Company by the Board and being permitted to
increase its ownership above 10% of Solitron's outstanding common
stock.
Section 9 – Financial Statements and Exhibits
Item
9.01
Financial
Statements and Exhibits.
Irrevocable Proxy,
dated October 12, 2018, granted by Olesen Value Fund
L.P.
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.
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SOLITRON DEVICES, INC.
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October
15, 2018
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By:
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/s/ Tim
Eriksen
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Tim
Eriksen
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Chief
Executive Officer and
Interim
Chief Financial Officer
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