8-K

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

Date of Report (Date of earliest event reported): April 22, 2016

Cartesian, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 001-34006 (Commission File Number) 48-1129619 (I.R.S. Employer Identification No.)

7300 College Boulevard, Suite 302

Overland Park, Kansas 66210

(Address of principal executive office)(Zip Code)

(913) 345-9315

(Registrant's telephone number, including area code)

Not Applicable

(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)

x 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.

(b)           At a meeting of the Board of Directors ("Board") of Cartesian, Inc. (the "Company") held on April 22, 2016, Donald E. Klumb and David C. Mahoney informed the directors that they intended to resign from the Board effective upon the election of their successors. To the Company's knowledge, the decision of Mr. Klumb and Mr. Mahoney to resign did not involve any disagreement with the Company on any matter relating to its operations, policies or practices.  

(d)           Effective April 25, 2016, the Board appointed Donald J. Tringali and Thomas A. Williams as independent directors to fill the two vacancies on the Board, each to serve until the 2016 annual meeting of stockholders and until his successor is duly elected and qualified or until his earlier resignation or removal. The Board also appointed Mr. Tringali to serve as Chairman of the Compensation Committee and a member of the Audit Committee of the Board and appointed Mr. Williams to serve as Chairman of the Audit Committee and a member of the Nominating and Corporate Governance Committee of the Board.]

As members of the Board, Mr. Tringali and Mr. Williams will receive cash compensation for their services as directors as described under the heading "Non-Employee Director Compensation" in the Company's Proxy Statement for its 2015 annual meeting of stockholders held on June 16, 2015, filed with the Securities and Exchange Commission on May 1, 2015. In addition, each new director is expected to receive a grant of 20,000 shares of restricted stock of the Company, which restricted stock awards have not yet been granted. Each restricted stock award will have a one-year vesting period.

The Company will also enter into Indemnification Agreements with each of Mr. Tringali and Mr. Williams. The Indemnification Agreements provide for indemnification of, and advancement of litigation and other expenses to, each of Mr. Tringali and Mr. Williams to the fullest extent permitted by law for claims relating to his service to the Company or its subsidiaries, subject to the terms and conditions contained in the form of Indemnification Agreement incorporated by reference hereto as Exhibit 10.1. The Indemnification Agreements are identical in all material respects to the indemnification agreements entered into with certain of the directors and officers of the Company.

There are no understandings or arrangements between Mr. Tringali or Mr. Williams and any other person pursuant to which he was selected to serve as a director of the Company. The Company is not aware of any transactions involving Mr. Tringali or Mr. Williams that are reportable under Item 404(a) of Regulation S-K.

The foregoing description of the Indemnification Agreements is qualified in its entirety by reference to the full text of the form of Indemnification Agreement incorporated by reference herein as Exhibit 10.1.

Item 8.01 Other Events

On April 27, 2016, the Company issued a press release announcing the changes to the Board, as described under Item 5.02 above. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit No.	Description
10.1	Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.2 to the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 20, 1999).
99.1	Press Release dated April 27, 2016.

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.

CARTESIAN, INC.
By:	/s/ Peter H. Woodward
	Peter H. Woodward Chief Executive Officer

Date: April 27, 2016

EXHIBIT INDEX

Exhibit No.	Description
10.1	Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.2 to the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 20, 1999).
99.1	Press Release dated April 27, 2016.

EX-99.1

Exhibit 99.1

Cartesian Appoints Thomas Williams and Donald Tringali to Board of Directors

Overland Park, KS – April 27, 2016 – Cartesian® (NASDAQ: CRTN), a specialist provider of consulting services and managed solutions to the global communications, technology and digital media sector, has appointed Thomas Williams and Donald Tringali to the board of directors. The two new directors will replace resigning directors David Mahoney and Donald Klumb, effective on April 25, 2016. With these changes, Cartesian’s board is now comprised of four independent directors and one inside director.

Williams brings to Cartesian’s board of directors more than 30 years of executive and financial experience. He has served in various senior leadership roles, including most recently as CFO of HRG Group (NYSE: HRG), a multi-billion dollar diversified holding company whose principal operations are conducted through businesses that: offer branded consumer products; offer life insurance and annuity products; provide asset-backed loans; and own energy assets.

Prior to HRG, Williams was President and CEO of Reader’s Digest Inc., and spent more than 21 years with AT&T and Alcatel-Lucent, where he held senior financial and officer positions, including CFO of AT&T Networks and AT&T Laboratories.

Williams has significant corporate governance and board experience, including currently serving as a director on the board of Fidelity & Guaranty Life (NYSE: FGL). He also served as a director of RDA Holding Co., Front Street Re Ltd., FS Hold Co II LTD., Zap.Com, and Frederick's of Hollywood Group.

Williams received a BA in Economics from the University of South Florida and attended the Executive Leadership Program, Competing Strategically in Telecommunications, at Duke University, Fuqua School of Business.

Tringali is an experienced corporate director, C-level operating executive and corporate attorney. He currently serves as CEO of Augusta Advisory Group, a boutique financial and business advisory firm that provides consulting services to businesses in transition. Prior to Augusta Advisory Group, Tringali was EVP and COO of Telemundo, responsible for all business operations and strategic initiatives, including leading its sale to Sony Corporation in 1998. He began his career as a corporate attorney representing Fortune 100 companies in media and other industries.

Tringali currently serves on the board of Caribbean Broadcasting Company and has served on other public and private boards, including National Technical Systems and Bank of Tucson.

Tringali received an A.B. in Economics from UCLA and J.D. from Harvard Law School. He is a member of the State Bar of California.

“I would like to thank David Mahoney and Don Klumb for their many years of service and leadership while at Cartesian,” said company CEO, Peter Woodward. “Also, on behalf of the board, and everyone within our organization, I would like to welcome Tom and Don, both of whom share a palpable desire to elevate Cartesian to new and promising heights. We look to benefit from their collective guidance as we work to expand our global capabilities and capitalize on several key growth opportunities that will scale our business moving forward.”

Cautionary Statement Regarding Forward Looking Statements

Any statements made in this press release that do not relate to historical facts constitute forward looking statements, including any statements that concern the Company or its management's intentions, expectations, or predictions of future performance. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which are beyond the Company’s control, which may cause actual results to differ materially from those projected or implied in such forward-looking statements. Factors that might affect actual results include, among other things, the conditions in the telecommunications industry, overall economic and business conditions, the demand for the Company’s services, technological advances and competitive factors in the markets in which the Company competes, and the factors described in the Company's filings with the SEC, including the risks described in Item 1A “Risk Factors” of its Annual Report on Form 10-K for the fiscal year ended January 2, 2016 and subsequent periodic reports containing updated disclosures of such risks. These filings are available at the SEC’s web site at www.sec.gov. Any forward-looking statements made in this press release speak only as of the date of this press release. The Company does not intend to update these forward-looking statements and undertakes no duty to any person to provide any such update under any circumstances.

Additional Information and Where to Find It

Cartesian, Inc. will file with the Securities and Exchange Commission (the "SEC") a definitive proxy statement in connection with the election of nominees nominated by the Board of Directors for election as directors, and certain other matters to be considered by the stockholders, at the 2016 Annual Meeting of Stockholders. The definitive proxy statement will contain important information about the proposed nominees for election as directors and the other matters to be considered at the Annual Meeting. The definitive proxy statement for the Annual Meeting and any other relevant documents (when they become available) may be obtained free of charge at the SEC's web site at www.sec.gov and at the Company's web site at www.cartesian.com or by directing a written request to: Cartesian, Inc., 7300 College Boulevard, Suite 302, Overland Park, Kansas 66210, attention Corporate Secretary.

BEFORE MAKING ANY VOTING DECISION, CARTESIAN'S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY AND IN ITS ENTIRETY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE NOMINEES FOR ELECTION AS DIRECTORS AND CERTAIN OTHER MATTERS TO BE CONSIDERED AT THE 2016 ANNUAL MEETING. This press release does not constitute a solicitation of any vote or approval.

Participants in the Solicitation

Cartesian and its directors and executive officers may be deemed "participants" in the solicitation of proxies from stockholders in connection with the matters to be considered at the Annual Meeting. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the stockholders in connection with such matters will be set forth in the definitive proxy statement to be filed with the SEC.

About Cartesian, Inc.

Cartesian, Inc. (NASDAQ: CRTN) is a specialist provider of consulting services and managed solutions to leaders in the global communications, technology and digital media industries. Cartesian provides consulting in strategy, execution and managed solutions to clients worldwide. The company has offices in Boston, Kansas City, London, New York, Paris, Philadelphia and Washington. For more information, visit www.cartesian.com.

Contact Information:

Matt Glover or Najim Mostamand

Liolios Group, Inc.

949-574-3860

CRTN@liolios.com