Filed by the Registrant

Filed by a Party other than the Registrant

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Preliminary Proxy Statement

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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

QUALSTAR CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

(202) 239-3679

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No fee required.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

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Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

June 12, 2013

●

BKF is a south Florida-based publicly-held, thinly-traded, shell company controlled by Mr. Bronson with three employees (including Mr. Bronson, who is not a full-time employee, and an intern).

●

BKF has no operating business and no revenues from operations. BKF’s principal assets consist of cash and investments, along with sizable net operating tax losses.

●

BKF has publicly warned its shareholders and other investors that it is currently facing the risk of being deemed an investment company and subjected to related restrictions.

●

BKF has also publicly warned its shareholders and other investors that were it to be deemed an investment company, it could face material adverse consequences if it were not able to comply with the applicable regulatory requirements.

●

BKF needs to consummate an acquisition, merger or other business combination with a viable business entity (such as Qualstar) to avoid such material adverse consequences. For that reason, BKF has publicly stated that it is seeking to arrange an acquisition of a viable operating business having at least three years of operating history. BKF has also publicly stated that it is looking to acquire companies with unique value opportunities and/or acquiring a controlling position in such companies through equity purchases or debt financing.

●

BKF has publicly reported in its filings with the SEC that one of the purposes of its unsolicited, opportunistic, coercive, partial tender offer was to obtain a “controlling influence” over Qualstar.

BKF AND MR. BRONSON WANT YOU TO BELIEVE THAT THEY ARE NOT SEEKING ANY RIGHTS OR BENEFITS THAT ARE DIFFERENT FROM THE RIGHTS OF ALL OTHER SHAREHOLDERS.

o

Can that really be the case, when BKF and Mr. Bronson are, for the third time in 12 months, seeking control of your company without paying you an appropriate control premium?

o

Can that really be the case if, as your Board believes, BKF and Mr. Bronson are pursuing control of Qualstar as a first step in facilitating the acquisition of Qualstar by BKF?

o

Can that really be the case given BKF’s stated goal that it is looking to acquire companies with unique value opportunities and/or acquiring a controlling position in such companies through equity purchases or debt financing?

■

We believe that Qualstar represents the “unique value opportunity” that BKF has indicated it is looking for.

o

Can that really be the case when BKF needs to consummate an acquisition of a viable operating entity (such as Qualstar) to avoid the material adverse consequences BKF has publicly announced could result from being deemed a regulated investment company?

o

Can that really be the case given the recent unsolicited, coercive, opportunistic partial tender offer made by BKF and Mr. Bronson where they publicly announced that they were seeking a “controlling influence” over Qualstar and were seeking to acquire Qualstar shares at the lowest possible price consistent with their objectives?

BKF AND MR. BRONSON WANT YOU TO BELIEVE THAT THEIR INTERESTS ARE FULLY ALLIGNED WITH THE INTERESTS OF ALL OTHER SHAREHOLDERS.

o

Can that really be the case if the ultimate goal of BKF and Mr. Bronson is to acquire your shares at the lowest possible price which was their publicly stated goal when they launched their unsolicited, coercive, opportunistic, partial tender offer and made it clear the offer price was set consistent with the “objectives” of BKF and Mr. Bronson?

o

Can that really be the case if the ultimate goal of BKF and Mr. Bronson is to deprive you of the ability to benefit from the future growth and value potential of Qualstar (as BKF and Mr. Bronson attempted to do to any shareholders who would have tendered into their unsolicited, coercive, opportunistic, partial tender offer)?

■

We believe that BKF and Mr. Bronson are attempting to opportunistically take control of Qualstar, without paying shareholders a control premium, before the market recognizes Qualstar’s potential for growth and value creation as Qualstar’s transformation continues.

■

We can also appreciate why BKF and Mr. Bronson might view it to be in their best interest to take control of Qualstar now before the investments we are making, under our new Chief Executive Officer, new management team and our strong, independent Board leadership, are reflected in our financial results and stock price.

BKF AND MR. BRONSON WANT YOU TO BELIEVE THAT THEY ARE CONCERNED WITH QUALSTAR’S PROFITABILITY.

o

Then why do BKF and Mr. Bronson refuse to support your Board in its efforts to transform Qualstar from being a high overhead, low margin, manufacturing-based company to a highly scalable, high margin, low overhead business that is positioned to expand its presence significantly in both the big data storage and distributed power supply markets and, thereby, create a platform for long-term growth, sustainable profitability, market leadership and increasing returns for investors?

o

Then why, last June, did BKF and Mr. Bronson launch a costly, distracting, and disruptive proxy contest to take control of Qualstar at a special meeting of shareholders, just as Qualstar’s transformation was getting under way, that caused Qualstar to spend more than $500,000 before BKF and Mr. Bronson were rebuffed by shareholders?

o

Then why did BKF and Mr. Bronson launch an unsolicited, coercive, partial tender offer against Qualstar, which not only disrupted Qualstar’s business and revenues but caused Qualstar to spend over $600,000 before BKF abruptly abandoned it, just hours before your Board would have filed documents with the SEC informing you why it believed this coercive, partial tender offer was inadequate and not in the best interests of shareholders?

o

Then why have BKF and Mr. Bronson initiated yet another costly, distracting, and disruptive proxy contest that will cause Qualstar to spend approximately $500,000 more this year for its annual meeting than it normally would spend in the absence of a proxy contest?

o

Then why have BKF and Mr. Bronson indicated in their proxy statement that, if they are successful in having their hand-picked nominees elected to your Board, they expect Qualstar to reimburse them for their expenses incurred in bringing their costly, distracting, and disruptive proxy contest that only serves to advance their self-interested agenda of taking control of Qualstar?

BKF AND MR. BRONSON WANT YOU TO BELIEVE THAT THEIR GOAL IS TO ENHANCE VALUE FOR ALL SHAREHOLDERS.

o

Can that really be the case given the recent attempt by BKF and Mr. Bronson to engage in a coercive, opportunistic, partial tender offer at an inadequate price which would have left the holders of more than half of Qualstar’s shares with a less liquid security and limited trading market for their shares (a fact which BKF disclosed in its tender offer filings with the SEC)?

o

Can that really been the case when, despite the numerous attempts that Qualstar made to reach a reasonable settlement and avoid a proxy contest, BKF and Mr. Bronson have refused to drop their disruptive and costly proxy contest so that Qualstar’s management can move beyond this unnecessary distraction and return its full attention to delivering on Qualstar’s very significant potential and enhancing value for ALL Qualstar shareholders?

o

Can that really be the case given the adamant opposition that the BKF Group has expressed to the shareholder-friendly rights plan adopted by Qualstar’s Board, which is intended to, among other purposes, preserve the ability of a Board to enhance value for the benefit of ALL shareholders and ensure that ALL shareholders receive the highest price for their shares?

BKF AND MR. BRONSON WANT YOU TO BELIEVE THAT THEY WANT TO ENHANCE THE COMPOSITION OF YOUR BOARD WITH THEIR HANDPICKED NOMINEES.

o

Then why did BKF and Mr. Bronson include, in their slate of handpicked nominees, two nominees, Sean Leder and David Wolenski, who have long-standing relationships with Mr. Bronson?

o

Then why did BKF and Mr. Bronson include, in their slate of handpicked nominees, Mr. Bronson, given the potential conflicts of interest he would need to address if BKF was to pursue an acquisition of Qualstar, taking into consideration his stated goal to have BKF acquire Qualstar shares at the lowest possible price consistent with his objectives?

o

Can that really be the case given that, over the last year, your Board has already been significantly enhanced with the addition of three highly-qualified and experienced independent directors – Allen H. Alley, Gerald J. (“Bud”) Laber and Daniel C. Molhoek, all of whom have been recommended by your Board for re-election at the 2013 Annual Meeting?

o

Can that really be the case given that, over the past year, your Board has appointed Allen H. Alley, who brings to Qualstar over 30 years of experience with private and public companies, including previous service as the Chairman of the Board of a publicly-held technology company, to serve as your Board’s independent, non-executive Chairman and provide your Board with strong new, independent leadership?

o

Can that really be the case given that, if you elect your 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 your Board, other than Mr. Firestone, our Chief Executive Officer, will have been replaced since the 2012 Annual Meeting?

BKF AND MR. BRONSON WANT YOU TO BELIEVE THAT THEIR NOMINEES ARE COMMITTED TO EXPLORING ALL STRATEGIC ALTERNATIVES AND WILL CHOOSE THE ONES THAT WILL ACHIEVE THE BEST AND HIGHEST VALUE FOR SHAREHOLDERS.

o

Can that really be the case if the ultimate goal of BKF and Mr. Bronson is to acquire your shares at the lowest possible price which was their publicly stated goal when they launched their unsolicited, coercive, opportunistic, partial tender offer and made it clear the offer price was set consistent with the “objectives” of BKF and Mr. Bronson?

o

If Qualstar is correct in its belief that BKF has an undisclosed plan to acquire Qualstar to avoid being deemed a regulated investment company, shareholders should ask themselves how a Board composed of BKF’s handpicked nominees would respond in the event that BKF was to again make a partial tender offer or even an offer for all Qualstar shares. In the proxy statement you will receive from BKF, BKF’s nominees and the other participants make it abundantly clear that they disagree with the “paternalistic” actions your Board took to protect the interests of shareholders against the actions of BKF’s unsolicited, opportunistic, coercive, partial tender offer.

o

Then why have BKF and Mr. Bronson, despite their numerous discussions with Qualstar (including the numerous attempts made by Qualstar to settle the proxy contest), never suggested or recommended to Qualstar that it initiate a competitive process to explore the sale of the company to a third party (particularly, a party other than BKF)?

o

Shareholders should consider whether they believe BKF’s nominees, if elected to the Qualstar Board, would conduct a review of strategic alternatives in a manner intended to result in a competitive sales process prior to the signing of any definitive acquisition agreement (as opposed to a post-signing market-check) and require BKF, as a potential bidder for Qualstar, to compete on a level-playing field with other potential bidders for Qualstar.

Qualstar’s highly-qualified and very experienced Board nominees who are completely aligned with the best interests of ALL shareholders, are committed to ensuring that ALL shareholders have the ability to participate in, and benefit from, the future growth and value potential of Qualstar and have a proven record of protecting ALL Qualstar’s shareholders from abusive or coercive takeover tactics such as those previously used by BKF and Mr. Bronson;

The hand-picked nominees of BKF and Mr. Bronson, taking into consideration the stated objectives of BKF and Mr. Bronson to obtain control of Qualstar and acquire Qualstar’s shares at the lowest price possible consistent with their objectives.

Sincerely,

/s/ Lawrence D. Firestone 

/s/ Allen H. Alley

Lawrence D. Firestone

Allen H. Alley

Chief Executive Officer and President   

Chairman of the Board of Directors

IMPORTANT!

PROTECT YOUR INVESTMENT!

YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY

OR HOW FEW SHARES YOU OWN.

If you have questions about how to vote your shares, or need additional assistance, please contact the firm assisting us in the solicitation of proxies, MacKenzie Partners, Inc., at the address and phone number below:

105 Madison Avenue

New York, New York 10016

(212) 929-5500 (Call Collect)

or

Call Toll-Free (800) 322-2885

WE URGE YOU NOT TO SIGN ANY GOLD PROXY CARD

SENT TO YOU BY BKF CAPITAL GROUP

Mark H. Harnett / Paul Schulman

Vanessa Lehr/Annie Leschin

MacKenzie Partners, Inc.

Investor Relations

(212) 929-5500

StreetSmart Investor Relations

(415) 775-1788

June 12, 2013

●

BKF is a south Florida-based publicly-held, thinly-traded, shell company controlled by Mr. Bronson with three employees (including Mr. Bronson, who is not a full-time employee, and an intern).

●

BKF has no operating business and no revenues from operations. BKF’s principal assets consist of cash and investments, along with sizable net operating tax losses.

●

BKF has publicly warned its shareholders and other investors that it is currently facing the risk of being deemed an investment company and subjected to related restrictions.

●

BKF has also publicly warned its shareholders and other investors that were it to be deemed an investment company, it could face material adverse consequences if it were not able to comply with the applicable regulatory requirements.

●

BKF needs to consummate an acquisition, merger or other business combination with a viable business entity (such as Qualstar) to avoid such material adverse consequences. For that reason, BKF has publicly stated that it is seeking to arrange an acquisition of a viable operating business having at least three years of operating history. BKF has also publicly stated that it is looking to acquire companies with unique value opportunities and/or acquiring a controlling position in such companies through equity purchases or debt financing.

●

BKF has publicly reported in its filings with the SEC that one of the purposes of its unsolicited, opportunistic, coercive, partial tender offer was to obtain a “controlling influence” over Qualstar.

BKF AND MR. BRONSON WANT YOU TO BELIEVE THAT THEY ARE NOT SEEKING ANY RIGHTS OR BENEFITS THAT ARE DIFFERENT FROM THE RIGHTS OF ALL OTHER SHAREHOLDERS.

o

Can that really be the case, when BKF and Mr. Bronson are, for the third time in 12 months, seeking control of your company without paying you an appropriate control premium?

o

Can that really be the case if, as your Board believes, BKF and Mr. Bronson are pursuing control of Qualstar as a first step in facilitating the acquisition of Qualstar by BKF?

o

Can that really be the case given BKF’s stated goal that it is looking to acquire companies with unique value opportunities and/or acquiring a controlling position in such companies through equity purchases or debt financing?

■

We believe that Qualstar represents the “unique value opportunity” that BKF has indicated it is looking for.

o

Can that really be the case when BKF needs to consummate an acquisition of a viable operating entity (such as Qualstar) to avoid the material adverse consequences BKF has publicly announced could result from being deemed a regulated investment company?

o

Can that really be the case given the recent unsolicited, coercive, opportunistic partial tender offer made by BKF and Mr. Bronson where they publicly announced that they were seeking a “controlling influence” over Qualstar and were seeking to acquire Qualstar shares at the lowest possible price consistent with their objectives?

►

BKF AND MR. BRONSON WANT YOU TO BELIEVE THAT THEIR INTERESTS ARE FULLY ALLIGNED WITH THE INTERESTS OF ALL OTHER SHAREHOLDERS.

o

Can that really be the case if the ultimate goal of BKF and Mr. Bronson is to acquire your shares at the lowest possible price which was their publicly stated goal when they launched their unsolicited, coercive, opportunistic, partial tender offer and made it clear the offer price was set consistent with the “objectives” of BKF and Mr. Bronson?

o

Can that really be the case if the ultimate goal of BKF and Mr. Bronson is to deprive you of the ability to benefit from the future growth and value potential of Qualstar (as BKF and Mr. Bronson attempted to do to any shareholders who would have tendered into their unsolicited, coercive, opportunistic, partial tender offer)?

■

We believe that BKF and Mr. Bronson are attempting to opportunistically take control of Qualstar, without paying shareholders a control premium, before the market recognizes Qualstar’s potential for growth and value creation as Qualstar’s transformation continues.

■

We can also appreciate why BKF and Mr. Bronson might view it to be in their best interest to take control of Qualstar now before the investments we are making, under our new Chief Executive Officer, new management team and our strong, independent Board leadership, are reflected in our financial results and stock price.

►

BKF AND MR. BRONSON WANT YOU TO BELIEVE THAT THEY ARE CONCERNED WITH QUALSTAR’S PROFITABILITY.

o

Then why do BKF and Mr. Bronson refuse to support your Board in its efforts to transform Qualstar from being a high overhead, low margin, manufacturing-based company to a highly scalable, high margin, low overhead business that is positioned to expand its presence significantly in both the big data storage and distributed power supply markets and, thereby, create a platform for long-term growth, sustainable profitability, market leadership and increasing returns for investors?

o

Then why, last June, did BKF and Mr. Bronson launch a costly, distracting, and disruptive proxy contest to take control of Qualstar at a special meeting of shareholders, just as Qualstar’s transformation was getting under way, that caused Qualstar to spend more than $500,000 before BKF and Mr. Bronson were rebuffed by shareholders?

o

Then why did BKF and Mr. Bronson launch an unsolicited, coercive, partial tender offer against Qualstar, which not only disrupted Qualstar’s business and revenues but caused Qualstar to spend over $600,000 before BKF abruptly abandoned it, just hours before your Board would have filed documents with the SEC informing you why it believed this coercive, partial tender offer was inadequate and not in the best interests of shareholders?

o

Then why are BKF and Mr. Bronson pursuing yet another costly, distracting, and disruptive proxy contest, despite our numerous attempts to reach an amicable settlement, that will cause Qualstar to spend approximately $500,000 more this year for its annual meeting than it normally would spend in the absence of a proxy contest, resources that could have been better devoted to our ongoing efforts to transform Qualstar?

o

Then why have BKF and Mr. Bronson indicated in their proxy statement that, if they are successful in having their hand-picked nominees elected to your Board, they expect Qualstar to reimburse them for their expenses incurred in bringing their costly, distracting, and disruptive proxy contest that only serves to advance their self-interested agenda of taking control of Qualstar?

►

BKF AND MR. BRONSON WANT YOU TO BELIEVE THAT THEIR GOAL IS TO ENHANCE VALUE FOR ALL SHAREHOLDERS.

o

Can that really be the case given the recent attempt by BKF and Mr. Bronson to engage in a coercive, opportunistic, partial tender offer at an inadequate price which would have left the holders of more than half of Qualstar’s shares with a less liquid security and limited trading market for their shares (a fact which BKF disclosed in its tender offer filings with the SEC)?

o

Can that really been the case when, despite the numerous attempts that Qualstar made to reach a reasonable settlement and avoid a proxy contest, BKF and Mr. Bronson have refused to drop their disruptive and costly proxy contest so that Qualstar’s management can move beyond this unnecessary distraction and return its full attention to delivering on Qualstar’s very significant potential and enhancing value for ALL Qualstar shareholders?

o

Can that really be the case given the adamant opposition that the BKF Group has expressed to the shareholder-friendly rights plan adopted by Qualstar’s Board, which is intended to, among other purposes, preserve the ability of a Board to enhance value for the benefit of ALL shareholders and ensure that ALL shareholders receive the highest price for their shares?

►

BKF AND MR. BRONSON WANT YOU TO BELIEVE THAT THEY WANT TO ENHANCE THE COMPOSITION OF YOUR BOARD WITH THEIR HANDPICKED NOMINEES.

o

Then why did BKF and Mr. Bronson include, in their slate of handpicked nominees, two nominees, Sean Leder and David Wolenski, who have long-standing relationships with Mr. Bronson?

o

Then why did BKF and Mr. Bronson include, in their slate of handpicked nominees, Mr. Bronson, given the potential conflicts of interest he would need to address if BKF was to pursue an acquisition of Qualstar, taking into consideration his stated goal to have BKF acquire Qualstar shares at the lowest possible price consistent with his objectives?

o

Can that really be the case given that, over the last year, your Board has already been significantly enhanced with the addition of three highly-qualified and experienced independent directors – Allen H. Alley, Gerald J. (“Bud”) Laber and Daniel C. Molhoek, all of whom have been recommended by your Board for re-election at the 2013 Annual Meeting?

o

Can that really be the case given that, over the past year, your Board has appointed Allen H. Alley, who brings to Qualstar over 30 years of experience with private and public companies, including previous service as the Chairman of the Board of a publicly-held technology company, to serve as your Board’s independent, non-executive Chairman and provide your Board with strong new, independent leadership?

o

Can that really be the case given that, if you elect your 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 your Board, other than Mr. Firestone, our Chief Executive Officer, will have been replaced since the 2012 Annual Meeting?

►

BKF AND MR. BRONSON WANT YOU TO BELIEVE THAT THEIR NOMINEES ARE COMMITTED TO EXPLORING ALL STRATEGIC ALTERNATIVES AND WILL CHOOSE THE ONES THAT WILL ACHIEVE THE BEST AND HIGHEST VALUE FOR SHAREHOLDERS.

o

Can that really be the case if the ultimate goal of BKF and Mr. Bronson is to acquire your shares at the lowest possible price which was their publicly stated goal when they launched their unsolicited, coercive, opportunistic, partial tender offer and made it clear the offer price was set consistent with the “objectives” of BKF and Mr. Bronson?

o

If Qualstar is correct in its belief that BKF has an undisclosed plan to acquire Qualstar to avoid being deemed a regulated investment company, shareholders should ask themselves how a Board composed of BKF’s handpicked nominees would respond in the event that BKF was to again make a partial tender offer or even an offer for all Qualstar shares. In the proxy statement you will receive from BKF, BKF’s nominees and the other participants make it abundantly clear that they disagree with the “paternalistic” actions your Board took to protect the interests of shareholders against the actions of BKF’s unsolicited, opportunistic, coercive, partial tender offer.

o

Then why have BKF and Mr. Bronson, despite their numerous discussions with Qualstar (including the numerous attempts made by Qualstar to settle the proxy contest), never suggested or recommended to Qualstar that it initiate a competitive process to explore the sale of the company to a third party (particularly, a party other than BKF)?

o

Shareholders should consider whether they believe BKF’s nominees, if elected to the Qualstar Board, would conduct a review of strategic alternatives in a manner intended to result in a competitive sales process prior to the signing of any definitive acquisition agreement (as opposed to a post-signing market-check) and require BKF, as a potential bidder for Qualstar, to compete on a level-playing field with other potential bidders for Qualstar.

►

Qualstar’s highly-qualified and very experienced Board nominees who are completely aligned with the best interests of ALL shareholders, are committed to ensuring that ALL shareholders have the ability to participate in, and benefit from, the future growth and value potential of Qualstar and have a proven record of protecting ALL Qualstar’s shareholders from abusive or coercive takeover tactics such as those previously used by BKF and Mr. Bronson;

►

The hand-picked nominees of BKF and Mr. Bronson, taking into consideration the stated objectives of BKF and Mr. Bronson to obtain control of Qualstar and acquire Qualstar’s shares at the lowest price possible consistent with their objectives.

Sincerely,

/s/ Lawrence D. Firestone 

/s/ Allen H. Alley

Lawrence D. Firestone

Allen H. Alley

Chief Executive Officer and President   

Chairman of the Board of Directors