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. 2)
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)
May 26, 2004
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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
Stephen C. Knepper 215-42-1363
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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 PROCEEDING 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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7 SOLE VOTING POWER
NUMBER OF 174,398
SHARES
BENEFICIALLY -----------------------------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING 174,398
PERSON WITH
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9 SOLE DISPOSITIVE POWER
174,398
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10 SHARED DISPOSITIVE POWER
174,398
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
174,398
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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)
10.74%
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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 numbers and prices
per share in this statement have been adjusted to reflect the Issuer's stock
dividend on April 5, 2004.
Item 2. Identity and Background.
(a) The name of the Reporting Person is Stephen C. Knepper (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 a director and Chairman of the Board of the
Issuer.
(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 with
personal funds from time to time since the founding of the Issuer in 1969. See
Item 6, below.
Item 4. Purpose of Transaction.
The Reporting Person is a founder of the Issuer and 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;
(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;
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(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. In
addition, as a member of the Board of Directors of the Issuer, the Reporting
Person will participate from time to time, in the consideration of possible
actions or transactions involving the Issuer, some of which may, in whole or in
part, relate to or result in one or more of the actions enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person is the beneficial owner of 174,398 Shares,
representing 10.74% of the class of securities covered by this statement,
including (i) 2,893 Shares owned by a trust of which the Reporting Person is the
sole trustee, and (ii) 46,666 Shares which he has a right to acquire pursuant to
outstanding options exercisable within 60 days from the date hereof.
(b) The Reporting Person has sole voting and dispositive power with respect
to all Shares he beneficially owns.
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(c) On May 26, 2004, the Reporting Person exercised an option to purchase
23,333 Shares at an exercise price of $1.76 per Share originally granted to the
Reporting Person on February 7, 2002.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer
On June 28, 2002, the Issuer granted the Reporting Person options to
purchase 20,000 Shares at an exercise price of $2.81 per Share, and options to
purchase 26,666 Shares at an exercise price of $3.38 per Share. These options
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: June 2, 2004
/s/ Stephen C. Knepper
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Stephen C. Knepper
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