Blueprint
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549-1004
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): November 28,
2016
INSIGNIA SYSTEMS, INC.
(Exact
name of registrant as specified in its chapter)
|
Minnesota
|
|
1-13471
|
|
41-1656308
|
|
(State
or other jurisdiction of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer Identification No.)
|
|
8799
Brooklyn Blvd., Minneapolis, Minnesota
|
|
55445
|
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code
(763)
392-6200
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers.
On
November 28, 2016, the Board of Directors of Insignia Systems, Inc.
(the “Company”) approved an amendment to Section 7 of
the Company’s 2003 Incentive Stock Option Plan (the
“2003 Plan”) to permit equitable adjustments to
outstanding stock options in the event of an extraordinary cash
dividend. Also on November 28, 2016, the Board of Directors of the
Company approved an amendment to Section 4(c) of the
Company’s 2013 Omnibus Stock and Incentive Plan (the
“2013 Plan”) to permit equitable adjustments to
outstanding equity awards in the event of an extraordinary cash
dividend. The Board of Directors did not make any further
amendments to the 2003 Plan or 2013 Plan. The amendments to the
2003 Plan and 2013 Plan were effective immediately upon approval by
the Board of Directors.
The
descriptions of the amendments to the 2003 Plan and 2013 Plan in
this Current Report on Form 8-K are qualified by reference to the
full texts of the 2003 Plan and 2013 Plan, each as amended, filed
as Exhibits 10.1 and 10.2 hereto, respectively, which are
incorporated by reference herein.
Item 8.01. Other
Events.
On
November 28, 2016, the Company announced that its Board of
Directors declared a special dividend of $0.70 per share, payable
on January 6, 2017 to shareholders of record on December 16, 2016.
NASDAQ has established January 9, 2017 as the ex-dividend date for
the special dividend, which is the first business day following the
payment date for the special dividend, in accordance with NASDAQ
Listing Rule 11140(b)(2) due to the size of the special
dividend.
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 hereunto duly authorized.
|
|
|
INSIGNIA
SYSTEMS, INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated:
December 2, 2016
|
By:
|
/s/
Kristine A. Glancy
|
|
|
|
|
Kristine
A. Glancy
|
|
|
|
|
President
and Chief Executive Officer
|
|
|
|
|
(on
behalf of registrant)
|
|
EXHIBIT INDEX
|
Exhibit
Number
|
Description
|
|
|
|
|
10.1
|
Insignia Systems,
Inc. 2003 Incentive Stock Option P
lan, as amended through November 28,
2016
|
|
|
|
|
10.2
|
Insignia Systems,
Inc. 2013 Omnibus Stock and Incentive Plan, as amended through
November 28, 2016
|