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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
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FORM 8-K |
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CURRENT REPORT Pursuant to Section 13 Or 15(d) of The Securities Exchange Act of 1934 |
Date of Report (Date of earliest event reported) November 01, 2016
Image Sensing Systems, Inc.
(Exact name of registrant as specified in its charter)
Minnesota 000-26056 41-1519168
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
500 Spruce Tree Centre, 1600 University Avenue West, St. Paul, Minnesota 55104
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (651) 603-7700
(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 (see General Instructions A.2. below):
[ ] 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))
Section 5 – Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On November 01, 2016, Melissa B. Fisher resigned from the Board of Directors of Image Sensing Systems, Inc. (the “Company”) for personal reasons. Ms. Fisher stated she had no disagreements with the Board or management. Ms. Fisher has served on the Board of Directors since 2014.
James W. Bracke was appointed as Chair of the Audit Committee.
(d) On November 01, 2016, the Board of Directors of the Company appointed Geoffrey C. Davis to the Company’s Board of Directors. Mr. Davis, age 58, is a principal at Republic Consulting, LLC. From 2005 to 2012, Mr. Davis served as a U.S. Congressman from the Commonwealth of Kentucky, and he represented the Fourth District in the United States House of Representatives. During his tenure in Congress, Davis earned a leadership role within the Republican Conference as a Deputy Whip, which is a close advisor to Congressional Leadership. Davis also served on the House and Finance Services and Armed Services Committees from 2005 to 2008. Late in 2008, Davis was appointed to the Ways and Means Committee. Prior to serving in Congress, Davis owned and operated a consulting firm specializing in lean manufacturing and systems integrations. Davis graduated from the U.S. Military Academy at West Point, NY.
Mr. Davis will be compensated as a non-employee director in accordance with the Company’s existing non-employee director compensation program. Under the program, for 2016, he will receive a pro-rata portion of the $50,000 annual retainer paid to all non-employee directors, of which half will be paid in cash and half as a stock award.
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Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following document is are hereby filed as an exhibit to this Current Report on Form 8-K:
Exhibit No.
99.1 Press Release dated November 02, 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.
Image Sensing Systems, Inc.
Date: November 02, 2016
By /s/ Richard A. Ehrich
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
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Contact: Richard Ehrich
Image Sensing Systems
651.603.7706
rehrich@imagesensing.com
Image Sensing Systems Names Geoffrey Davis as a Director and Accepts Resignation of Melissa Fisher as Director
ST. PAUL, MN (November 02, 2016) – Image Sensing Systems, Inc. (NASDAQ: ISNS) today announced that Geoffrey Davis has been appointed to its Board of Directors and Melissa Fisher has resigned as a Director for personal reasons. Ms. Fisher stated she had no disagreements with the Board or management and further stated, “I have enjoyed the opportunity to work with the talented and hardworking team at Image Sensing Systems, and I am proud of where we have positioned the Company for its future."
“I’d like to thank Melissa for her contributions to Image Sensing Systems,” said Andrew Berger, Executive Chairman of Image Sensing Systems, Inc. (“ISS”). “Melissa provided invaluable guidance over her tenure and was instrumental in positioning ISS for growth in the years ahead. We wish her the best in her future endeavors.”
Geoffrey Davis is a principal at Republic Consulting, LLC. From 2005 to 2012, Mr. Davis served as a U.S. Congressman from the Commonwealth of Kentucky, and he represented the Fourth District in the United States House of Representatives. During his tenure in Congress, Davis earned a leadership role within the Republican Conference as a Deputy Whip, which is a close advisor to Congressional leadership. Davis also served on the House and Finance Services and Armed Services Committees from 2005 to 2008. Late in 2008, Davis was appointed to the Ways and Means Committee. Prior to serving in Congress, Davis owned and operated a consulting firm specializing in lean manufacturing and systems integrations. Davis graduated from the U.S. Military Academy at West Point, NY.
Mr. Berger commented, “We are very pleased to announce the appointment of Geoffrey to the Board of Directors. With his breadth of experience in both the private and public sectors, we are confident he will be extremely valuable as ISS continues to build sustainable revenue and profitability,” concluded Mr. Berger.
About Image Sensing Systems
Image Sensing Systems, Inc. is a global company dedicated to helping improve safety and efficiency for cities and highways by developing and delivering above-ground detection technology, applications and solutions. We give Intelligent Transportation Systems (ITS) professionals more precise and accurate information – including real-time reaction capabilities and in-depth analytics – to make more confident and proactive decisions. We are headquartered in St. Paul, Minnesota. Visit us on the web at imagesensing.com.
This release contains “forward-looking statements” made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995 that are subject to certain risks and uncertainties, as well as assumptions, that could cause actual results to differ materially from historical results and those presently anticipated or projected. Statements made under the heading “Outlook” are forward-looking statements, and words such as “may,” “will,” “should,” “expects,” “intends,” “projects,” “plans,” “believes,” “estimates,” “targets,” “anticipates,” and similar expressions identify forward-looking statements in other parts of the release.
Forward-looking statements are based on our current expectations and assumptions, which may not prove to be accurate. Many factors could cause actual results to differ materially and adversely from these forward-looking statements. Among these factors are risks related to: government contracting; the Company’s international business including but not limited to currency value fluctuations, difficulty enforcing agreements and collecting receivables, import and export matters, higher danger of terrorist activity, difficulty in staffing and compliance with laws; volatility in the global economy; competition; failure to achieve the Company’s growth plans for the expansion of its business because the Company’s long-term success depends on its ability to expand its business through new product development, mergers and acquisitions, geographic expansion and service offerings, all of which are subject to inherent risks including but not limited to market demand, market acceptance of products and the ability to advance technology; costs related to development and manufacture of first-of-its-kind products; difficulties obtaining the services of skilled employees; the implementation of business process changes and associated restructuring of the Test business; failure to protect its intellectual property effectively or infringement upon the intellectual property of others; product liability claims and commercial litigation; difficulty obtaining materials or components for its products; government regulation; the irregularity and development of sales, delivery and acceptance cycle for the Company’s products; the Company’s customers are in cyclical industries; interest rate fluctuations; the Company may be required to recognize impairment charges for long-lived assets; and cost, reputational and other risks associated with disclosing use of conflict minerals. For a more thorough discussion of the risks associated with our business, see the “Risk Factors” section in the Company’s most recent SEC Annual Report on Form 10-K. Except as required by law, the Company does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
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