Blueprint
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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August 10,
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 5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers.
Executive Compensatory Arrangements
On
August 10, 2018, the Governance, Compensation and Nominating
Committee (the
“Committee”) of the Board of Directors
(the
“Board”) of Insignia Systems, Inc. (the
“Company”),
recommended, and the Board approved, long-term
incentive (“LTI”)
awards for our named executive officers in the form of (i)
non-qualified stock options
(“Options”)
to purchase up to 53,985 shares of Company common stock to Kristine
Glancy, our President and Chief Executive Officer, and up to 13,570
shares of Company common stock to Jeffrey Jagerson, our Chief
Financial Officer and Treasurer, and (ii) restricted stock units
(“RSUs”)
representing a contingent right to receive 53,985 shares of Company
common stock to Ms. Glancy and 13,570 shares of Company common
stock to Mr. Jagerson. The Options and RSUs were granted pursuant
to the Company’s 2018 Equity Incentive Plan (the “2018
Plan”), and vest in three substantially equal installments on
August 10, 2020, 2021 and 2022, subject to possible acceleration in
accordance with the terms of the 2018 Plan.
The
awards to Ms. Glancy and Mr. Jagerson reflect our Board and the
Committee’s objective of designing LTI awards intended
to:
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retain
and motivate the Company’s senior executives most able to
influence strategy and performance to drive transformational change
and sustainable long-term shareholder value creation in a rapidly
evolving industry;
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align
the interests of our executives and our shareholders by selecting a
vesting schedule intended to provide a reasonable time frame to
measure sustainable value creation
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place
a significant portion of the LTI compensation opportunity “at
risk” and linked directly to an increase in share price
through stock options; and
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provide
a competitive level of compensation to enable the Company to
recruit and retain high-quality executives in a Company and
industry experiencing transformational change.
In
connection with the grants of Options and RSUs, the Committee also
approved forms of award agreement for issuances of non-qualified
stock options and time-vested restricted stock units to employees
pursuant to the 2018 Plan. The text of the forms of award
agreements is filed as Exhibit 10.1 and Exhibit 10.2 to this
Current Report on Form 8-K and is incorporated herein by
reference.
Cautionary Statement Regarding Forward-Looking
Statements
Certain
statements made in this Form 8-K that are not statements of
historical or current facts, are “forward-looking
statements.” Such forward-looking statements involve known
and unknown risks, uncertainties and other factors which may cause
the actual results or performance of the Company to be materially
different from the results or performance expressed or implied by
such forward-looking statements. The words
“anticipates,” “believes,”
“expects,” “seeks, “intends” and
similar expressions identify forward-looking statements.
Forward-looking statements include statements expressing the
intent, belief or current expectations of the Company and members
of our management team regarding, for instance: (i) our belief that
our compensation program will create a substantial incentive for
executives to execute the Company’s turn-around strategy;
(ii) that our compensation program will cause the Company to
realize dramatic growth in its value with shareholders; and (iii)
that as the value delivered to our shareholders increases, so does
the compensation of our executives. Readers are cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the date of this statement was made. These
forward-looking statements are based on current information, which
we have assessed and which by its nature is dynamic and subject to
rapid and even abrupt changes.
Factors
that could cause our estimates and assumptions as to future
performance, and our actual results, to differ materially include
the following: (i) the risk that management may be unable to fully
or successfully implement its business plan to achieve and maintain
increased sales and resultant profitability in the future; (ii) the
risk that the Company will not be able to develop and implement new
product offerings, including mobile, digital or other new
offerings, in a successful manner; (iii) prevailing market
conditions, including pricing and other competitive pressures, in
the in-store advertising industry and, intense competition for
agreements with retailers and consumer packaged goods
manufacturers; (iv) potentially incorrect assumptions by management
with respect to the financial effect of current strategic
decisions, the effect of current sales trends on fiscal year 2018
results and the benefit of our relationship with News America; (v)
termination of all or a major portion of, or a significant change
in terms and conditions of, a material agreement with a consumer
packaged goods manufacturer, retailer, or News America; (vi) other
economic, business, market, financial, competitive and/or
regulatory factors affecting the Company’s business
generally; (vii) our ability to successfully implement our new IT
operating infrastructure; and (viii) our
ability
to attract and retain highly qualified managerial, operational and
sales personnel. Our risks and uncertainties also include, but are
not limited to, the risks presented in our Annual Report on Form
10-K for the year ended December 31, 2017, any additional risks
presented in our Quarterly Reports on Form 10-Q and our Current
Reports on Form 8-K. We undertake no obligation (and expressly
disclaim any such obligation) to update forward-looking statements
made in this Form 10-Q to reflect events or circumstances after the
date of this Form 10-Q or to update reasons why actual results
would differ from those anticipated in any such forward-looking
statements, other than as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Description
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Method of Filing
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10.1
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Filed
Herewith
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10.2
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Filed
Herewith
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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 hereunto duly authorized.
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INSIGNIA
SYSTEMS, INC.
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Date: August 14, 2018
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By:
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/s/
Jeffrey A. Jagerson
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Name: Jeffrey A. Jagerson
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Title: Chief Financial Officer and Treasurer
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