Glass Lewis Recommends That Shareholders Vote the WHITE Proxy Card in Support of All Qualstar Board Nominees

Glass Lewis Recommends That Shareholders Vote the WHITE Proxy Card in Support 
of All Qualstar Board Nominees 
Qualstar Urges Shareholders to Vote WHITE Proxy Card and Reject BKF's
and Bronson's Latest Attempt to Obtain Control of Qualstar Without
Paying Shareholders a Control Premium 
SIMI VALLEY, CA -- (Marketwired) -- 06/17/13 --  Qualstar Corporation
(NASDAQ: QBAK), a manufacturer of data storage solutions and
high-efficiency power supplies, today announced that Glass Lewis &
Co., a leading independent proxy advisory service, has recommended to
its clients that shareholders vote the WHITE proxy card FOR all five
of the Qualstar Board of Directors' very experienced and highly
qualified director nominees, Allen H. Alley, Chester Baffa, Lawrence
D. Firestone, Gerald J. Laber and Daniel C. Molhoek, at Qualstar's
Annual Meeting of Shareholders to be held on June 28, 2013. Glass
Lewis' clients include institutional investors, mutual funds, pension
funds and other fiduciaries. 
In recommending that shareholders vote the WHITE proxy card FOR all
five of the director nominees recommended by the Qualstar Board,
Glass Lewis recognized that the replacement of the entire Qualstar
Board being sought by BKF Capital Group, Inc. (OTCQB: BKFG) and its
controlling shareholder, Steven N. Bronson, was unwarranted. Glass
Lewis also took note of the substantial changes that have been made
to the composition of the Qualstar Board and management team over the
past year. If shareholders elect the Qualstar Board's highly
qualified and very experienced nominees -- Allen H. Alley, Chester
Baffa, Lawrence D. Firestone, Gerald J. Laber and Daniel C. Molhoek,
the entire membership of the Qualstar Board, other than Mr.
Firestone, Qualstar's Chief Executive Officer, will have been
replaced since the 2012 Annual Meeting. 
The Glass Lewis report also recommended that shareholders vote the
WHITE proxy card FOR the ratification of a shareholder rights plan
adopted by the Qualstar Board following the commencement by BKF and
Mr. Bronson of its unsolicited, coercive, partial tender offer last
January. While BKF's and Mr. Bronson's abrupt termination of their
unsolicited, coercive, partial tender offer eliminated the need for
the Qualstar Board to make a recommendation at the time, it was the
unanimous view of the Qualstar Board that the partial tender offer
was inadequate and was not in the best interests of Qualstar and all
of its shareholders. In recommending that shareholders vote the WHITE
proxy card FOR the ratification of the shareholder rights plan, the
Glass Lewis report stated:  
"Although we would ordinary recommend that shareholders vote against
the adoption of a poison pill, here, we recognize that the Company
was facing some mitigating circumstances. Specifically, had the
Partial Offer been completed and fully subscribed, BKF would have
owned over 43% of the Company's common stock, giving them significant
voting power over all matters requiring shareholder approval.
Further, we believe that the Partial Offer could have been
detrimental to non-tendering shareholders, as they would have been
left holding an illiquid equity stake in a company effectively
controlled by BKF. In our view, the Partial Offer would not have
treated all Qualstar shareholders in an equitable manner. In light of
this issue, coupled with the relatively low market premium implied by
the Partial Offer (14.7%), we believe that the implementation of the
Rights Agreement here was a reasonable course of action for the board
to take. It's also worth noting that the Rights Agreement only has a
term of one year (expiration date of no later than January 31, 2014),
which we believe is acceptable. In light of these factors, we believe
that the proposed Rights Agreement is in the best interests of
shareholders." 
"We are very pleased that a well-respected, independent third party
such as Glass Lewis has carefully reviewed the voting alternatives
and recommends that shareholders vote for Qualstar's director
nominees, selected by Qualstar for their extensive governance
experience and outstanding qualifications," said Lawrence D.
Firestone, Qualstar's President and Chief Executive Officer. "We are
also gratified that the Glass Lewis report supports the decision of
our Board, after careful consideration, to adopt a rights plan so as
to protect our shareholders against BKF's and Mr. Bronson's
unsolicited, coercive, partial tender offer. This Board and our
nominees remain committed to taking the actions necessary to protect
our shareholders against abusive or coercive tactics used by a
potential acquirer seeking to gain control of Qualstar without paying
all shareholders a fair price for their shares." 
To protect the value of their investment, Qualstar strongly
recommends that all shareholders vote for their Board's highly
qualified nominees on the WHITE proxy card TODAY -- by telephone,
Internet, or by signing, dating and returning the WHITE proxy card.  
Shareholders that need assistance in voting their shares or have any
questions are urged to call Qualstar's proxy solicitor, Mackenzie
Partners, Inc., at (800) 322-2885 (Toll Free) or at (212) 929-5500. 
About Qualstar Corporation 
Qualstar, founded in 1984, is a diversified electronics manufacturer
specializing in data storage and power supplies. Qualstar's products
are known throughout the world for high quality and Simply Reliable
designs that provide years of trouble-free service. More information
is available at www.qualstar.com or www.n2power.com or by phone at
805-583-7744. 
Cautionary Statement Concerning Forward-Looking Statements
 This
press release contains forward-looking statements relating to
expectations, plans or prospects for Qualstar Corporation that are
based upon the current expectations and beliefs of Qualstar's
management and are subject to certain risks and uncertainties that
could cause actual results to differ materially from those expressed
or implied by such forward-looking statements. Notwithstanding
changes that may occur with respect to matters relating to any
forward looking statements, Qualstar does not expect to, and
disclaims any obligation to, publicly update any forward-looking
statements whether as a result of new information, future events or
otherwise. Qualstar, however, reserves the right to update such
statements or any portion thereof at any time for any reason. In
particular, the following factors, among others, could cause actual
or future results to differ materially from those suggested by the
forward-looking statements: Qualstar's ability to successfully
execute on its strategic plan and meet its long-term financial goals;
Qualstar's ability to successfully implement and recognize cost
savings; Qualstar's ability to develop and commercialize new
products; industry and customer adoption and acceptance of Qualstar's
new products; Qualstar's ability to increase sales of its products;
the rescheduling or cancellation of customer orders; unexpected
shortages of critical components; unexpected product design or
quality problems; adverse changes in market demand for Qualstar's
products; increased global competition and pricing pressure on
Qualstar's products; and the risks related to actions of activist
shareholders, including the amount of related costs.  
For further information on these and other and other cautionary
statements, please refer to the risk factors discussed in Qualstar's
filings with the U.S. Securities and Exchange Commission including,
but not limited to, Qualstar's Annual Report on Form 10-K for the
fiscal year ended June 30, 2012, the "Management's Discussion and
Analysis of Financial Condition and Results of Operations" sections
of such Form 10-K, and any subsequently filed reports. All documents
also are available without charge through the SEC's website
(www.sec.gov) or from Qualstar's website (www.qualstar.com).  
Additional Information and Where To Find It 
In connection with its 2013 Annual Meeting of Shareholders, Qualstar
has filed a definitive proxy statement and a WHITE proxy card with
the SEC on June 4, 2013, and has mailed the definitive proxy
statement and WHITE proxy card to its shareholders. WE URGE INVESTORS
AND SHAREHOLDERS TO READ THE DEFINITIVE PROXY STATEMENT AND WHITE
PROXY CARD FOR THE 2013 ANNUAL MEETING OF SHAREHOLDERS (INCLUDING ANY
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT QUALSTAR
WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. Shareholders will be able to obtain,
free of charge, copies of the definitive proxy statement and any
other documents filed by Qualstar with the SEC in connection with the
2013 Annual Meeting at the SEC's website (www.sec.gov), at Qualstar's
website (www.qualstar.com) or by writing to Mr. Lawrence D.
Firestone, President and Chief Executive Officer, Qualstar
Corporation, 3990-B Heritage Oak Court, Simi Valley, CA 93063. In
addition, copies of the definitive proxy materials may be requested
from the Company's proxy solicitor, MacKenzie Partners, Inc., 105
Madison Avenue, New York, NY 10016 or toll-free at (800) 322-2885. 
Certain Information Regarding Participants in the Solicitation 
Qualstar, its directors, nominees for director and certain officers,
employees and other persons are deemed to be participants in the
solicitation of proxies from shareholders in connection with the 2013
Annual Meeting of Shareholders. Information regarding the interests
of such participants is included in the definitive proxy statement
and other relevant documents filed and to be filed by Qualstar with
the SEC in connection with the proxy solicitation. 
For more information, contact: 
Mark H. Harnett / Paul Schulman 
MacKenzie Partners, Inc. 
(212) 929-5500  
Vanessa Lehr / Annie Leschin
Investor Relations
StreetSmart Investor Relations
(415) 775-1788  
 
 
Press spacebar to pause and continue. Press esc to stop.