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): September 28, 2016
UNIVERSAL POWER INDUSTRY CORPORATION
(Exact name of registrant as specified in its charter)
WYOMING
(State or other jurisdiction of incorporation)
0-55381
47-1109428
(Commission File Number) (IRS Employer Identification No.)
1385 Broadway, Suite 603A, New York, New York 10018 (Address of principal executive offices and zip code)
(212) 398-6800
(Registrant's telephone number including area code)
1
Forward Looking Statements
This Form 8-K and other reports filed by Universal Power Industries Corporation from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward-looking statements and information that is based upon beliefs of, and information currently available to Universal Power Industries Corporation’s management, as well as estimates and assumptions made by management. When used in the Filings the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan” or the negative of these terms and similar expressions as they relate to us or our management, identify forward-looking statements. Such statements reflect our current view with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to industry, our operations and results of operations. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. The following discussion should be read in conjunction with the periodic reports, including the audited and unaudited consolidated financial statements therein, of Universal Power Industries Corporation as filed with the Securities and Exchange Commission.
In this Form 8-K, references to “we,” “our,” “us,” or the “Company” refer to Universal Power Industries Corporation.
Item 8.01 Other Events
The Company is filing two recent press releases, announcing its post acquisition share structure and an exclusinve agreement with Advanced Optoelectronic Technology, Inc. The first press release states that the Company has 125 million authorized common stock, and that no other class of stock is authorized. The Company corrects this statement. There are an unlimited number of common and preferred stock authorized, and no preferred stock outstanding.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1
Press Release dated Septmber 28, 2016. Filed herewith.
99.21
Press Release dated September 29, 2016. Filed herewith.
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 thereunto duly authorized.
Date: October 3, 2016
UNIVERSAL POWER INDUSTRY CORPORATION
By: /s/ Robert Leng
Name: Robert Leng, Chairman and Chief Executive Officer
2
Universal Power Industry Corporation Announces Post Acquisition Share Structure
NEW YORK, Sept. 28, 2016 (GLOBE NEWSWIRE) -- Universal Power Industry Corporation ( UPIN ) today announced the current post acquisition share structure. On April 7, 2016, the Company formed XPAL Technology, Inc., a Colorado corporation ( “ XTI ” ) as a wholly-owned subsidiary. On April 20, 2016, XTI entered into an Asset Purchase Agreement (the “ Agreement ” ) with Tennrich International Corp. to acquire certain assets of XPAL Power Inc. ( “ XPAL ” ), a California corporation. Subsequently, on August 12, 2016, the parties amended their agreement to provide that XTI would acquire from Tennrich 9,771,429 shares, equal to 80% of the common stock of XPAL. The purchase price was $6,500,000. ( link to filing: http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=11559676 )
The current share structure:
Authorized Common Shares: 125,000,000
Issued and outstanding common shares: 113,316,127
Restricted common shares (Managements control): 108,125,000
Public float: 5,191,127
The company does not have any other classes of stock authorized or issued.
About Universal Power Industry Corporation:
Universal Power Industry Corporation, is a multinational retail/wholesale distributor via its subsidiary XPAL Technologies ( www.xpalpower.com ) of all types of portable chargers (under license agreement with Energizer ( ENG ) ) which provide extra power for your business or personal use. The company also distributes exclusively the only patented double A battery operated emergency cell phone ( SpareOne ) of which is currently available at all AT&T and Target retail outlets and online such as ( Walmart ) and other vendors. The company also offers a wide range of smartphone backup power supply smartphone units via their innovative power solutions that features the most elegant designs, luxurious materials, and patented technologies to bring you a perfect combination of sophisticated beauty and smart simplicity. The company continues to pursue all of the latest power solutions for personal and commercial usage. Follow us on FaceBook and Twitter for all our latest updates.
Statements contained in this release, other than those identifying historical facts, constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934 and the Safe Harbor provisions as contained in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relating to the Company's future expectations, including but not limited to revenues and earnings, technology efficacy, strategies and plans, are subject to safe harbors protection. Actual
Company results and performance may be materially different from any future results, performance, strategies, plans, or achievements that may be expressed or implied by any such forward-looking statements. The Company disclaims any obligation to update or revise any forward-looking statements.
Contact:
CONTACT INFORMATION Universal Power Industry Corporation Media Relations 1.212.398.6800
Universal Power Industry Corporation Subsidiary XPAL Technologies Executes Exclusive Agreement With Advanced Optoelectronic Technology, Inc.
NEW YORK, Sept. 29, 2016 (GLOBE NEWSWIRE) -- Universal Power Industry Corporation ( UPIN ) majority owned subsidiary XPAL Technologies today announced it has executed an exclusive agreement with Advanced Optoelectronic Technology, Inc. ( AOT ) for North America.
XPAL ’ s exclusive agreement with AOT brings a vast combination of world class patents, technology, manufacturing, quality and reliably to our products.
XPAL Technology markets via big box retail and online a full line of LED lighting under the Luminx lighting brand, and has negotiated/ready to execute a licensing agreement with the Energizer brand. The company also bids/provides its LED products to commercial clients as well as Federal, State and city governments.
Robert Leng , President & CEO stated “ This is a very rare and unique opportunity that has been afforded our company. We are extremely excited to have been able to obtain this exclusive agreement with two manufacturing giants within the LED industry. ” Mr. Leng also stated that he believes this agreement will give the company a competitive advantage within the LED industry.
About Universal Power Industry Corporation :
Universal Power Industry Corporation, is a multinational retail/wholesale distributor via its subsidiary XPAL Technologies ( www.xpalpower.com ) of all types of portable chargers (under license agreement with Energizer ( ENG ), which provide extra power for your business or personal use. The company also distributes exclusively the only patented AA battery operated emergency cell phone ( SpareOne ) of which is currently available at all AT&T and Target retail outlets and online such as ( Walmart ) and other vendors. The company also offers a wide range of smartphone backup power supply smartphone units via their innovative power solutions that features the most elegant designs, luxurious materials, and patented technologies to bring you a perfect combination of sophisticated beauty and smart simplicity. The company continues to pursue all of the latest power solutions for personal and commercial usage. Follow us on Facebook and Twitter for all our latest updates.
About Advanced Optoelectronic Technology :
Advanced Optoelectronic Technology ( AOT ) is a joint-venture between Foxconn (The world ’ s largest producer OEM), Nichia (One of only two patent holders for LED chips & phosphors).
Statements contained in this release, other than those identifying historical facts, constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934 and the Safe Harbor provisions as contained in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relating to the Company's future expectations, including but not limited to revenues and earnings, technology efficacy, strategies and plans, are subject to safe harbors protection. Actual Company results and performance may be materially different from any future results, performance, strategies, plans, or achievements that may be expressed or implied by any such forward-looking statements. The Company disclaims any obligation to update or revise any forward-looking statements.
Contact:
CONTACT INFORMATION Universal Power Industry Corporation Media Relations 1.212.398.6800