0001654954-17-001337.txt : 20170222 0001654954-17-001337.hdr.sgml : 20170222 20170222161644 ACCESSION NUMBER: 0001654954-17-001337 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170216 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170222 DATE AS OF CHANGE: 20170222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INSIGNIA SYSTEMS INC/MN CENTRAL INDEX KEY: 0000875355 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 411656308 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13471 FILM NUMBER: 17628579 BUSINESS ADDRESS: STREET 1: 8799 BROOKLYN BLVD. CITY: MINNEAPOLIS STATE: MN ZIP: 55445 BUSINESS PHONE: 7633926200 MAIL ADDRESS: STREET 1: 8799 BROOKLYN BLVD. CITY: MINNEAPOLIS STATE: MN ZIP: 55445 8-K 1 isig_form8k20170222ns.htm FORM 8-K Blueprint
 

 
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
 
 
February 16, 2017
Date of Report (Date of Earliest Event Reported)
 
 
Insignia Systems, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
 
 
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)
 
(763) 392-6200
(Registrant’s Telephone Number, Including Area Code)
 
 
(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.
On February 16, 2017, the Board of Directors (the “Board”) of Insignia Systems Inc. (the “Company”) received a letter from Nicholas J. Swenson pursuant to which he resigned from the Board, effective as of the end of the day on February 17, 2017. In his resignation letter, Mr. Swenson expressed concerns about the Board. A copy of Mr. Swenson’s correspondence is attached as Exhibit 17.1 to this current report on Form 8-K and the description of the correspondence contained herein is qualified by the full text of the correspondence. The Company and the Board disagree with several of the statements made by Mr. Swenson in the resignation letter.
As previously disclosed, on March 13, 2016 six members of the Board delivered a letter to Mr. Swenson, stating their personal view as directors of the Company that it would be in the best interest of the Company and its shareholders for Mr. Swenson to resign as a director of the Company.
As disclosed in the Company's current report on Form 8-K dated August 10, 2016, during the period following the delivery of the March 13, 2016 letter, Mr. Swenson's conduct toward each and every other member of the Board, both in the boardroom and elsewhere, remained consistently destructive and Mr. Swenson's interactions with Company management, employees and other members of the Board carried a high potential for interfering with management's conduct of its duties and regularly disrupting the established processes and deliberations of the Board and its committees. On August 10, 2016, the Board passed a resolution stating its determination that is it in the best interests of the Company and its shareholders for Mr. Swenson to submit his resignation as a director of the Company, effective immedately. In connection with that action, five of the six members of the Board delivered a letter to Mr. Swenson, the text of which is furnished as Exhibit 99.1 to the August 10, 2016 current report on Form 8-K.
The Board has accepted Mr. Swenson's resignation and is unanimous in its view that Mr. Swenson's resignation from the Board is in the best interests of the Company and its shareholders.
Item 9.01. 
Financial Statements and Exhibits.
(d)            
Exhibits
 
Exhibit Number
 
 
Description
 
 
 
 
 
  17.1 
 
Correspondence dated February 16, 2017
 
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
INSIGNIA SYSTEMS, INC.
 
 
 
 
 
 
 
 
 
Dated: February 22, 2017
By:    
/s/ Kristine A. Glancy
 
 
 
Kristine A. Glancy
 
 
 
President and Chief Executive Officer
 
 
 
(on behalf of registrant)
 
 
 
 
 
 
EXHIBIT INDEX
 
Exhibit No.
 
Description
 
Method of Filing
17.1
 
Correspondence dated February 16, 2017
 
Filed Electronically
 
 
 
 
 
 
 
 EX-17.1 2 isig_ex17120170222.htm CORRESPONDENCE ON DEPARTURE OF DIRECTOR Blueprint
 
EXHIBIT 17.1
February 16, 2017
Insignia Systems, Inc.
8799 Brooklyn Blvd.
Minneapolis, MN 55445
Dear Fellow Board Members,
I am grateful shareholders elected me to the Insignia Systems, Inc. Board of Directors. Their faith in my role as a Director is very much appreciated. Shareholders awarded me the largest number of votes at this past year’s annual meeting. I appreciate their confidence in me and have taken my duties seriously. Over the years, I have quietly (and loudly) acted in instrumental ways to drive our company forward. As a member of the board prior to the departure of certain independent directors referenced below, I and the other independent directors were instrumental in ensuring that the company either took the following actions or began a process to effect the following actions:
a. 
Replacement of an ineffective Chairman of the Board (July 2015)
b. 
Hire of Kristine Glancy as CEO (May 2016)
c. 
Special Dividend of $0.70 per share (January 2017)
Most of these value-creating steps were made possible by independent directors who worked diligently for all shareholders. Sadly, many of these wise and effective directors have left the Insignia Board. To replace a highly qualified and independent director is never an easy task, and to fill multiple vacancies is even more difficult. Sadly, in my opinion, these vacancies have not been filled by Directors with deep industry experience and selfless motivation. and in my mind this constitutes a step backwards for the interests of all shareholders.
Shareholders may be experiencing anxiety about the structure of the current Board of Directors. In my opinion, such concerns are valid. I too am concerned about the path that Insignia’s Board is currently taking.
All is not lost but time is short. So, I will continue to work diligently to represent the best interests of the company and all its shareholders and employees. At this time, however, because I cannot in good conscience continue to serve on a Board of Directors that I do not believe has a sufficient number of well qualified independent directors, I hereby resign from my position as a director of Insignia Systems, Inc., effective as of the end of the day on February 17, 2017.
Sincerely,
/s/ Nick Swenson
Nick Swenson