SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D/A
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
Universal Security Instruments, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
913821 30 2
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(CUSIP Number)
Hillel Tendler, Esquire, Neuberger, Quinn, Gielen, Rubin & Gibber, P.A.
One South Street, 27th Floor, Baltimore, Maryland 21202, (410) 332-8552
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 28, 2005
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1 (e), 13d-1(f) or 13d-1(g), check the
following box: |_|
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
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CUSIP NO. 913821 30 2 13D PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Ronald S. Lazarus 056-48-5664
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 65,332
OWNED BY ----------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 60,966
WITH ----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
65,332
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10 SHARED DISPOSITIVE POWER
60,966
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
126,298
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.46%
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14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of common stock, par value $.01 per
share (the "Shares"), of Universal Security Instruments, Inc. (the "Issuer"),
7-A Gwynns Mill Court, Owings Mills, Maryland 21117. All Share figures and
option exercise prices in this statement have been adjusted to reflect the
Issuer's stock dividend issued on April 5, 2004.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The name of the Reporting Person is Ronald S. Lazarus (the
"Reporting Person").
(b) The Reporting Person's business address is 7-A Gwynns Mill
Court, Owings Mills, Maryland 21117.
(c) The Reporting Person is president of a subsidiary of the Issuer,
USI Electric, Inc.
(d) No.
(e) No.
(f) The Reporting Person is a citizen of the United States of
America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Person acquired the Shares covered by this statement
and Shares previously reported in earlier statements but sold since the dates of
such earlier statements with an aggregate of $97,000 in personal funds. Of the
Shares reported, 86,167 were purchased by the Reporting Person from the Issuer
or on the market from time to time. The balance of the Shares covered by this
statement may be acquired by the Reporting Person pursuant to options granted by
the Issuer exercisable within 60 days from the date hereof.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person has acquired the Shares covered by this
statement from time to time to increase his equity position in the Issuer.
The Reporting Person has no current plans or proposals which relate
to or would result in any of the following:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
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(b) An extraordinary corporate transaction involving the Issuer or
any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies
on the board of directors;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person (other than
as a result of the Reporting Person's stock ownership);
(h) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of
a registered national securities association;
(i) A class of equity securities of the issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Notwithstanding the foregoing, the Reporting Person may from time to
time acquire beneficial ownership of additional Shares or dispose of any Shares
beneficially owned by him, including pursuant to any stock option or similar
plan of the Issuer in which the Reporting Person is eligible to participate.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Person is the beneficial owner of 126,298 Shares,
representing 7.46% of the class of securities covered by this statement,
including (i) 60,966 Shares owned jointly by the Reporting Person and his wife,
and (ii) 65,332 Shares which the Reporting Person has a right to acquire
pursuant to outstanding options exercisable within 60 days from the date hereof.
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(b) The Reporting Person has sole voting and dispositive power with
respect to the 65,332 which may be acquired upon exercise of options, and shares
voting and dispositive power with respect to the 60,966 shares owned jointly by
the Reporting Person and his wife.
(c) The Reporting Person caused his IRA to sell 2,500 Shares on
January 28, 2005, and 8,500 shares on February 1, 2005, all on the open market
at a gross sale price of $15.50 per Share.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
On March 8, 2002, the Issuer confirmed the February 7, 2002 grant of
options to the Reporting Person to acquire 26,666 Shares at an exercise price of
$2.25 per Share, and 13,333 Shares at an exercise price of $1.76 per Share, all
of which are currently exercisable. On September 6, 2002, the Issuer granted
options to the Reporting Person to acquire 25,333 Shares at an exercise price of
$5.40 per Share, all of which are currently exercisable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
SIGNATURE.
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
DATE: February 2, 2005
/s/ Ronald S. Lazarus
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Ronald S. Lazarus
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