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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
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February 16, 2017
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Date of
Report (Date of Earliest Event Reported)
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Insignia Systems,
Inc.
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(Exact
Name of Registrant as Specified in its Charter)
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Minnesota
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1-13471
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41-1656308
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS Employer Identification No.)
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8799
Brooklyn Blvd., Minneapolis, Minnesota
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55445
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(Address
of principal executive offices)
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(Zip
Code)
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(763)
392-6200
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(Registrant’s
Telephone Number, Including Area Code)
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(Former
Name or Former Address, if Changed Since Last Report.)
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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.
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17.1
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Correspondence
dated February 16, 2017
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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.
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INSIGNIA
SYSTEMS, INC.
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Dated:
February 22, 2017
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By:
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/s/
Kristine A. Glancy
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Kristine
A. Glancy
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President
and Chief Executive Officer
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(on
behalf of registrant)
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EXHIBIT
INDEX
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Exhibit No.
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Description
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Method of Filing
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17.1
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Correspondence
dated February 16, 2017
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Filed
Electronically
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