-----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, IJP1SXrjHAG75sFGBSyrgu+4fBmAJ8SQSfe4pBDPyfe1S/iryb2ObjdC5eL/Nz0D SwELFfPduKLh1SHemh+/9Q== 0000897101-08-001496.txt : 20080708 0000897101-08-001496.hdr.sgml : 20080708 20080708170230 ACCESSION NUMBER: 0000897101-08-001496 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080702 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080708 DATE AS OF CHANGE: 20080708 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: 08943308 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 csi082899_8k.htm FORM 8-K DATED JULY 2, 2008 CSI Form 8-K dated July 2, 2008

 
 

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): July 2, 2008

 


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.)

 

 

 

10900 Red Circle Drive, Minnetonka, MN

55343

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code (952) 996-1674

 


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)

Not applicable

 

(c)

Not applicable

 

(d)

Roger H.D. Lacey was appointed as a director of the Company at a meeting of the Company’s Board of Directors held on July 2, 2008. Mr. Lacey is Vice President, Corporate Strategy and Marketing Development for 3M, a diversified technology company based in St. Paul, Minnesota. Further information regarding Mr. Lacey is provided in Exhibit 99.1 hereto.

 

ITEM 5.03   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

(a)

In connection with the election of Mr. Roger Lacey to the Company’s Board of Directors discussed under Item 5.02 above, the Board of Directors amended Section 3.2 of the Company’s bylaws to increase the authorized number of directors to eight (8).

 

(b)

Not applicable.

 

ITEM 9.01   Financial Statements and Exhibits

 

(a)

Not applicable

 

(b)

Not applicable

 

(c)

Not applicable

 

(d)

Exhibits

 

The following are filed as exhibits to this Current Report:

 

Exhibit No.

 

Description of Exhibit

99.1

 

Press Release issued July 8, 2008

 

 




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/ David T. McGraw

 

 

David T. McGraw

 

 

Its: Chief Financial Officer

 

Dated: July 8, 2008

 

















EX-99.1 2 csi082899_ex99-1.htm PRESS RELEASE DATED JULY 8, 2008 Exhibit 99.1 to CSI Form 8-K dated July 2, 2008

Exhibit 99.1

 

For Immediate Release:

 

Contact:

Jeffrey K. Berg, President and Chief Executive Officer

 

David T. McGraw, Vice President – Finance, Chief Financial Officer

 

Telephone 952-996-1674

 

Communications Systems, Inc. Announces 3M Executive Roger Lacey

To Join Its Board of Directors

 

Minnetonka, MN — July 8, 2008 — Communications Systems, Inc. (NASDAQ Global Market: JCS) today announced the appointment of Roger H. D. Lacey to its Board of Directors. Mr. Lacey is Vice President, Corporate Strategy and Marketing Development for 3M, a diversified technology company based in St. Paul, Minnesota.

 

Mr. Lacey began his career with 3M in 1975 and between 1989 and 2000 held various positions with the 3M Telecom division in Austin, Texas, including Division Vice President. Mr. Lacey also serves on the Corporate Strategy Board based in Washington, D.C. and The Conference Board – Council of Strategic Planning Executives based in New York, New York.

 

“We are delighted that Roger accepted our invitation to join CSI’s Board,” commented Jeffrey K. Berg, the Company’s President and Chief Executive Officer. “He will bring a wealth of general business experience, as well as expertise in telecommunications. His background and experience will be invaluable to CSI, particularly as it pursues opportunities for growth and profitability in the global market for telecommunications products.”

 

About Communications Systems

Communications Systems, Inc. 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 network market as the world’s leading supplier of media conversion technology that permits networks to deploy fiber optic technology while retaining the copper-based infrastructure already embedded in the network. In addition, CSI supplies copper wire and fiber optic structured wiring systems for broadband networks, as well as line filters for digital subscriber line 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 Communications Systems Inc. may make forward-looking statements concerning possible or anticipated future financial performance, business activities or plans which are typically preceded by the words “believes,” “expects,” “anticipates,” “intends” or similar expressions. For these 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 these forward-looking statements are subject to risks and uncertainties which could cause actual performance, activities or plans after the date the statements are made to differ significantly from those indicated in the forward-looking statements when made.

 

 

 



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