FORM 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTIONS 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): November 16, 2011

UNIVERSAL ELECTRONICS INC.

(Exact name of Registrant as specified in its charter)

 

Delaware   0-21044   33-0204817
(State or other jurisdiction
of incorporation or organization)
  (Commission File No.)   (I.R.S. Employer
Identification No.)

6101 Gateway Drive

Cypress, California 90630

(Address of principal executive offices, with Zip Code)

(714) 820-1000

(Registrant’s telephone number, including area code):

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 

 


Item 8.01 Other Events

Paul D. Arling, Chairman and CEO, has established a new trading plan in accordance with Rule 10b5-1 of the Securities Exchange Act. Rule 10b5-1 promulgated under the Securities Exchange Act of 1934 permits an individual who is not then in possession of material nonpublic information to establish a prearranged plan to buy or sell stock. The rule allows an individual to buy or sell shares of stock at a specific price in the future, regardless of any subsequent material nonpublic information.

Under the plan, Arling intends to exercise up to 50,000 employee stock options, which were granted in February 2002 and are set to expire in February 2012, and to sell the underlying shares of UEI common stock beginning November 16, 2011 and continuing from time to time until January 27, 2012, subject to the market price of the company’s common stock, all as set forth in his trading plan. This process will facilitate the orderly exercise of employee stock options and the sale of common stock for personal financial planning purposes with the goal of minimizing any market impact and avoiding any concerns about the timing of the transactions.

On November 16, 2011, UEI issued a press release regarding Mr. Arling’s trading plan. A copy of the press release is included as Exhibit 99.1 to this report.

 

Item 9.01 Financial Statements and Exhibits

(c) Exhibits. The following exhibit is furnished with this report.

99.1 Press Release of Universal Electronics Inc. dated November 16, 2011.

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.

 

    Universal Electronics Inc.
Date: November 16, 2011     By:   /s/ Bryan Hackworth
      Bryan Hackworth
      Chief Financial Officer (Principal Financial Officer)

 

Page 2

Press Release

Exhibit 99.1

LOGO

N E W S

Contacts: Paul Arling (UEI) 714.820.1000

Kirsten Chapman (IR Agency) 415.433.3777

UNIVERSAL ELECTRONICS’ CHAIRMAN AND CHIEF EXECUTIVE

OFFICER ADOPTS A 10b5-1 TRADING PLAN

CYPRESS, CA — November 16, 2011 — Universal Electronics Inc. (UEI), (NASDAQ: UEIC) announced Paul Arling, chairman and chief executive officer, has established a new trading plan in accordance with Rule 10b5-1 of the Securities Exchange Act. Rule 10b5-1 permits individuals who are not then in possession of material nonpublic information to establish prearranged plans to buy or sell stock. The rule allows individuals to buy or sell shares of stock at a specific price in the future, regardless of any subsequent material nonpublic information.

Under the plan, Arling intends to exercise up to 50,000 employee stock options, which were granted in February 2002 and are set to expire in February 2012, and to sell the underlying shares of UEI common stock beginning November 16, 2011 and continuing from time to time until January 27, 2012, subject to the market price of the company’s common stock, all as set forth in his trading plan. This process will facilitate the orderly exercise of employee stock options and the sale of common stock for personal financial planning purposes with the goal of minimizing any market impact and avoiding any concerns about the timing of the transactions.

About Universal Electronics Inc.

Founded in 1986, Universal Electronics Inc. (UEI) is the global leader in wireless control technology for the connected home. UEI designs, develops, and delivers innovative solutions that enable consumers to control entertainment devices, digital media, and home systems. The company’s broad portfolio of patented technologies and database of infrared control software have been adopted by many Fortune 500 companies in the consumer electronics, subscription broadcast, and computing industries. UEI sells and licenses wireless control products through distributors and retailers under the One For All® brand name. For additional information, please visit our website at www.uei.com.

Safe Harbor Statement

This press release contains certain “forward-looking statements,” as defined under U.S. federal securities laws, with respect to the trading plan described above. These forward-looking statements are based upon current plans and expectations. Readers are cautioned not to place undue reliance on any forward-looking statements. Forward looking statements are necessarily subject to risks, uncertainties and other factors, many of which are outside the control of the Company. These risks, uncertainties and other factors are described from time to time in the Company’s reports filed with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

###

 

Page 1