United
States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (date of earliest event reported):
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| Item 5.03. | Amendment to Articles of Incorporation. |
Effective March 18, 2022, Communications Systems, Inc. (the "Company") amended its articles of incorporation to implement a 1-for-4 reverse stock split.
As a result of the reverse stock split, at 5:00 p.m. Central Time on March 18, 2022, every four shares of common stock then issued and outstanding automatically were combined into one share of common stock, with no change in the $0.05 par value per share. No fractional shares will be outstanding following the reverse stock split. The articles of amendment provide that no fractional shares will be issued; the Company will settle any fractional share resulting from the reverse stock split in cash.
Through the articles of amendment, the total number of shares of common stock authorized for issuance was reduced to 7,500,000 in proportion to the reverse stock split. The articles of amendment did not change the authorized number of shares of preferred stock, $1.00 par value, which remains at 3,000,000. The text of the articles of amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.
The Company's common stock will begin trading on a post-split basis when the market opens on March 21, 2022.
| Item 7.01. | Regulation FD Disclosure. |
On March 18, 2022, the Company issued a press release announcing the reverse stock split, the text of which is furnished as Exhibit 99.1 attached hereto.
| Item 8.01. | Other Events. |
Immediately prior to the reverse stock split, the Company had 9,720,627 shares outstanding, which will be proportionately reduced for the 1-for-4 reverse stock split.
The CUSIP identifier for the Company's common stock following the reverse stock split is 203900 204. Following the reverse stock split, the Company's common stock will be uncertificated and will be registered on the Direct Registration System (also known as DRS or book entry).
| Section 9.01. | Financial Statements and Exhibits. |
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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.
| COMMUNICATIONS SYSTEMS, INC. | ||
| By: | /s/ Mark D. Fandrich | |
| Mark D. Fandrich, Chief Financial Officer | ||
| Date: March 18, 2022 | ||
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