Item 5. Other Information
Item
5. Other Information
On
August 10, 2020, the Board of Directors of Reliability Incorporated (the “Company”) appointed Louis Parks to the Board
of Directors. Generally, Mr. Parks will serve as an independent director under the Company’s criteria for determining director
independence. Mr. Parks was also appointed as a member of each of the Company’s Compensation Committee and Audit Committee.
Louis
A. Parks is Managing Member at Tyro Capital Management LLC, serving as the firm’s COO, CFO and CCO. Mr. Parks has spent
over 30 years on Wall Street in various capacities of senior management. In addition, he is an investor who focuses on providing
capital and expertise to small companies. Mr. Parks was previously Senior Managing Director, Head of Equities at CL King &
Associates as well as Senior Managing Director, Head of Equity Trading at Raymond James Financial. Mr. Parks began his career
as an institutional equity sales trader covering both domestic and international accounts for Morgan Stanley & Company and
Sanford C. Bernstein & Company. Mr. Parks holds Master of Business Administration and Master of Arts degrees from Columbia
University, as well as Bachelor of Arts degrees from Columbia University, magna cum laude, Phi Beta Kappa and New York University,
cum laude. He serves on several not-for-profit boards and was the recipient of Columbia University’s 2018 Alumni Medal.
26
There
are no arrangements or understandings between Mr. Parks and any other person pursuant to which Mr. Parks was appointed to serve
as a director, nor are there related party transactions requiring disclosure pursuant to Item 404(a) of Regulation S-K under the
Securities Exchange Act of 1934, as amended.
Mr.
Parks will receive the same compensation for service on the Board as that of the other non-employee directors of the Company.
Non-employee directors, including Mr. Parks, are entitled to receive $5,000 per quarter as compensation for their Board service.
Upon
his appointment to the Board, the Company intends to enter into its standard form of indemnification agreement for directors with
Mr. Parks, which indemnification agreement, among other matters, is intended to provide indemnification rights to the fullest
extent permitted under applicable law, including the applicable indemnification rights statutes in the State of Texas, and is
in addition to any rights a director may have under the Company’s organizational documents. The Company’s form of
indemnification agreement is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on December 20, 2019 and incorporated herein by reference.
Item
6.
Exhibits :
The
following exhibits are filed as part of this report:
31.1
CEO
Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
31.2
CFO
Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
32.1
CEO
and CFO Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
101
Interactive
data files pursuant to Rule 405 of Regulation S-T: (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements
of Cash Flows and (iv) the Notes to Consolidated Financial Statements, tagged as blocks of text and in detail (XBRL).
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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.
RELIABILITY
INCORPORATED
(Registrant)
August
13, 2020
/s/
Nick Tsahalis
Reliability
President and Maslow Chief Executive Officer
/s/
Mark Speck
Secretary
and Chief Financial Officer
28
Index
to Exhibits
Exhibit
No.
Description
31.1
CEO
Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
31.2
CFO
Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
32.1
CEO
and CFO Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
101
Interactive
data files pursuant to Rule 405 of Regulation S-T: (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements
of Cash Flows and (iv) the Notes to Consolidated Financial Statements, tagged as blocks of text and in detail (XBRL).
**
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or
prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections
29
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.