-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OIw5xksLSiIfH7wZkkQqLY+rQHGNppRwcbaEFlqIIsyQ9K6r+F/l/uviRapf7BN2 un789nt4mZNpO2C8GYSIUQ== 0000897101-07-001320.txt : 20070622 0000897101-07-001320.hdr.sgml : 20070622 20070622161903 ACCESSION NUMBER: 0000897101-07-001320 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070621 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070622 DATE AS OF CHANGE: 20070622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMUNICATIONS SYSTEMS INC CENTRAL INDEX KEY: 0000022701 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 410957999 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31588 FILM NUMBER: 07936737 BUSINESS ADDRESS: STREET 1: 213 S MAIN ST CITY: HECTOR STATE: MN ZIP: 55342 BUSINESS PHONE: 3208486231 MAIL ADDRESS: STREET 1: 213 MAIN STREET STREET 2: P O BOX 777 CITY: HECTOR STATE: MN ZIP: 55342 8-K 1 csi072600_8k.htm FORM 8-K DATED JUNE 21, 2007 Communications Systems, Inc. Form 8-K dated June 21, 2007


 
 


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):   June 21, 2007

 

COMMUNICATIONS SYSTEMS, INC.

(Exact name of Registrant as specified in its charter)

Minnesota

001-31588

41-0957999

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

 
 

213 South Main Street
Hector, MN

55342

(Address of principal executive offices)

(Zip Code)


Registrant’s telephone number, including area code     (320) 848-6231

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. below):

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-2)

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 
 




Sections 1-4, 6-8 are not applicable and therefore omitted

 

ITEM 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

(a)

Not applicable

 

(b)

Curtis A. Sampson, the Company’s Chief Executive Officer from its incorporation, retired as Chief Executive Officer on June 21, 2007. Mr. Curtis A Sampson will continue as a director of the Company and as Chairman of the Board. In addition, Wayne E. Sampson, brother of Curtis A. Sampson, retired as a director as of the close of business on June 21, 2007.

 

(c)

Jeffrey K. Berg was appointed by the Board of Directors as the Chief Executive Officer of the Company effective June 21, 2007. Mr. Berg has served the Company in various executive capacities since 1990 and since March 2002 has been the Company’s President and Chief Operating Officer.

 

(d)

Jeffrey K. Berg was appointed as a director of the Company to fill the position vacated by Wayne E. Sampson effective as of June 22, 2007.

 

ITEM 9.01

Financial Statements and Exhibits

 

(d)

Exhibits

 

The following are filed as exhibits to this Current Report:

 

Exhibit No.

 

Description of Exhibit

99.1

 

Press Release issued June 21, 2007

 

 

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/   Paul N. Hanson

 

 

Paul N. Hanson
Its:   Chief Financial Officer

 

Dated:   June 22, 2007

 

 



EX-99.1 2 csi072600_ex99-1.htm PRESS RELEASE ISSUED JUNE 21, 2007 Exhibit 99.1 to Communications Systems, Inc. Form 8-K dated June 21, 2007

 

Exhibit 99.1

 

For Immediate Release

 

Contact:

Curtis A. Sampson, Chairman

Jeffrey K. Berg, President and Chief Operating Officer

Paul N. Hanson, Vice President – Finance

Telephone – (320) 848-6231

 

JEFFREY BERG NAMED AS COMMUNICATIONS SYSTEMS, INC. CEO

 

Hector, MN — June 21, 2007 — The Board of Directors of Communications Systems, Inc. (AMEX: JCS) today announced the appointment of Jeffrey K. Berg as Chief Executive Officer of the Company, effective immediately. Mr. Berg succeeds Curtis A. Sampson who has been the Company’s Chief Executive Officer since it was founded in 1969. Mr. Sampson will continue as the Chairman of the Board.

 

The Company also announced that Wayne E. Sampson, the Chairman’s brother, who has served on the CSI Board since 1981, has retired as a director effective today, and that Mr. Berg has been appointed by the Board of Directors to fill the director position vacated by Wayne Sampson’s retirement.

 

Mr. Sampson stated that: “I am please that CSI’s 37 years of operations have resulted in several stock splits, stock dividends, and regular cash dividends, as well as two major spin-offs, that provided shareholders with $32.75 for each share of CSI stock held prior to the two spin-offs. CSI’s current financial position is very strong, with cash in excess of $30,000,000 and no debt. President and Chief Operating Officer Jeff Berg and I have worked together with others for 17 years to achieve the goals set for CSI and its shareholders. Shareholders will be well served by Jeff Berg as CSI’s new Chief Executive Officer.”

 

Mr. Berg stated: “Curt is a great leader who has set the bar very high for all of us at CSI. With his vision, he created a long lasting, prosperous company and we are committed to continuing that legacy into the future. CSI has been and is a very financially strong company. With Curt’s direction and guidance, we have never lost sight of our employees and customers. Speaking personally, Curt has been a role model and mentor. I am honored and excited with this appointment. On behalf of all CSI employees, we thank Curt for his past and future leadership and caring.”

 

Communications Systems, Inc. also announced that at its annual meeting of shareholders today, Curtis Sampson and Gerald D. Pint were reelected to the Board of Directors for three year terms.

 

 




About Communications Systems, Inc.

 

Communications Systems, Inc. (“CSI”) provides physical connectivity infrastructure and services for cost-effective broadband solutions and is a leading supplier of voice grade connecting devices and wiring systems. CSI serves the broadband market as the world’s leading supplier of media conversion technology, which permits networks to deploy fiber optic technology while retaining the copper-based infrastructure already embedded in the network. CSO also supplies copper wire and fiber optic structured wiring systems for broadband networks and line filters for digital subscriber line (“DSL”) service. CSI also provides network design, training and management services.

 

Cautionary Statement: From time to time, in reports filed with the Securities and Exchange Commission, in press releases, and in other communications to shareholders or the investing public, the Company may make forward-looking statements concerning possible or anticipated future financial performance, business activities, plans, pending claims, investigations or litigation which are typically preceded by the words “believes”, “expects”, “anticipates”, “intends” or similar expressions. For such forward-looking statements, the Company claims the protection of the safe harbor for forward-looking statements contained in federal securities laws. Shareholders and the investing public should understand that such forward looking statements are subject to risks and uncertainties which could cause actual performance, activities or plans to differ significantly from those indicated in the forward-looking statements.

 

 















-----END PRIVACY-ENHANCED MESSAGE-----