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): August
14, 2012
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.
(d) Election
of New Director.
On August 15, 2012, Insignia Systems,
Inc. (“Insignia” or the “Company”) announced that Mr. Edward A. Corcoran, 48, has been appointed a member
of the Company’s Board of Directors (the “Board”), effective August 14, 2012. Mr. Corcoran’s election expands
the Board to seven directors, six of whom are independent.
On August 14, 2012, Mr. Corcoran
received the automatic non-qualified stock option grant made to all new board members pursuant to the Company’s 2003 Incentive
Stock Option Plan subject to the standard terms and conditions of such grants. The option allows for the purchase of 10,000 shares
of the Company’s common stock at $1.62 per share, the closing price on the date of the grant. The options are immediately
exercisable and must be exercised within: i) ten (10) years from the date of grant; or ii) ninety (90) days after the director
ceases to be a member of the Board for any reason, whichever is earlier.
In addition, Mr. Corcoran will receive
a pro-rata portion of the standard $10,000 annual retainer paid to board members from the date of his appointment through the date
of the Company’s next annual shareholders’ meeting. Finally, he will receive standard fees for attendance at board
and committee meetings and conference calls of $1,000, $500 and $250, respectively.
The information contained in this
Current Report on Form 8-K, including Exhibit 99.1 attached hereto and incorporated herein, shall not be deemed "filed"
for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that
Section, and shall not be incorporated by reference, or deemed incorporated by reference, in any registration statement pursuant
to the Securities Act of 1933, as amended, except as expressly set forth by specific reference in any such filing
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description |
| |
|
| 99.1 |
Press release issued August 15, 2012 and entitled, “Insignia Systems, Inc. Appoints New Board Member” |
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. |
|
| |
(Registrant) |
|
| |
|
|
|
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|
|
| Date: August 15, 2012 |
By: |
/s/ John C. Gonsior |
|
| |
|
John C. Gonsior, Vice President, Finance
and Chief Financial Officer |
|
EXHIBIT INDEX
| Exhibit Number |
Description |
| |
|
| 99.1 |
Press release issued August 15, 2012 and entitled, “Insignia Systems, Inc. Appoints New Board Member” |
