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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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May 17, 2018
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Date of
Report (Date of Earliest Event Reported)
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Insignia Systems,
Inc.
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(Exact
Name of Registrant as Specified in its Charter)
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Minnesota
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001-13471
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41-1656308
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(State
of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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8799 Brooklyn
Blvd.Minneapolis, Minnesota
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55445
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(763) 392-6200
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(Registrant’s
Telephone Number, Including Area Code)
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(Former
Name or Former Address, if Changed Since Last Report.)
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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 (see General Instruction
A.2):
☐
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))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§ 230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§ 240.12b-2 of this
chapter):
☐ Emerging growth
company
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01. Entry into a Material Definitive
Agreement.
On May
17, 2018, Insignia Systems, Inc. (the “Company”)
entered into a Cooperation Agreement (the “Agreement”)
with Nick Swenson (“Swenson”), Air T, Inc. (“Air
T”), and Groveland Capital LLC (together with Swenson and Air
T, the “Shareholder Group”).
On the
same date, pursuant to the terms of the Agreement, the Company: (i)
increased the size of the Company’s board of directors (the
“Board”) to six and (ii) appointed Suzanne L. Clarridge
and Loren A. Unterseher (collectively, the “New
Directors”) to serve as additional directors. F. Peter
Zaballos retired from the Board and all committees. Steven Zenz
announced his retirement from the Board to be effective as of the
Company’s 2019 annual meeting of shareholders. The Company
and the Shareholder Group have agreed to collaboratively identify
and appoint a replacement for Mr. Zenz in 2019, should the Board
decide to do so.
With
respect to the 2018 Annual Meeting, the Shareholder Group agreed
to, among other things, vote in favor of the Company’s
director nominees and in accordance with the Board’s
recommendation on all other proposals, unless Institutional
Shareholder Services recommends otherwise. Pursuant to the
Agreement, the Company will submit a proposal for disinterested
shareholders to determine, under Minnesota’s Control Share
Acquisition Act, whether to restore voting rights to those shares
held by the Shareholder Group and its affiliates above 20% of the
Company’s outstanding shares.
The
Shareholder Group has agreed to certain customary standstill
provisions, effective as of the date of the Agreement through 60
days prior to the expiration of the applicable notice period
specified in the Company’s Bylaws related to the nominations
of directors at its 2020 annual meeting of
shareholders.
The
foregoing does not purport to be a complete summary of the terms of
the Agreement and is qualified by reference to the full text of the
Agreement, which is provided as Exhibit 10.1 to this report and is
incorporated herein by reference.
Item
5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
The
disclosure in Item 1.01 regarding the retirement of Mr. Zaballos,
pending retirement of Mr. Zenz and elections of Ms. Clarridge and
Mr. Unterseher is incorporated into this Item 5.02. Ms. Clarridge
will initially serve as a member of the Board’s Governance,
Compensation and Nominating Committee and Mr. Unterseher will
initially serve as a member of the Board’s Audit
committee.
Other
than as described in Item 1.01 above, there are no arrangements or
understandings between any of the New Directors and any other
person pursuant to which they were selected as
directors.
Item
7.01. Regulation FD
Disclosure.
On May
18, 2018, the Company issued a press release announcing the
foregoing actions, the text of which is furnished as Exhibit 99.1
to this report and is incorporated herein by
reference.
The
information contained in this Item 7.01 and Exhibit 99.1 is
being furnished, and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject
to the liabilities under Section 18. Furthermore, the
information contained in Exhibit 99.1 shall not be deemed to
be incorporated by reference into our filings under the Securities
Act of 1933, as amended, or the Exchange Act.
Item
9.01. Financial Statements and
Exhibits.
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Exhibit No.
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Description
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Method of Filing
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10.1
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Filed
Electronically
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99.1
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Furnished
Electronically
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SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this Current Report to be signed on its behalf by
the undersigned hereunto duly authorized.
INSIGNIA SYSTEMS,
INC.
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Date: May 18,
2018
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By:
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/s/ Kristine A.
Glancy
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Kristine A. Glancy
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President and Chief Executive
Officer
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