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): December 12, 2013
INSIGNIA SYSTEMS, INC.
(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) |
Registrant’s telephone number, including area code: (763) 392-6200
(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 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-12)
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))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements
Board of Directors Annual Compensation Package and 2013 Stock Grant
Effective on December 12, 2013, the Board of Directors of Insignia Systems, Inc. (the “Company”) approved a new annual compensation package for its non-employee directors. Under the new compensation arrangement, each non-employee director will continue to receive the same cash payments of an annual cash retainer of $10,000, $1,000 per Board meeting attended, $250 per Board meeting held via conference call and $500 per committee meeting attended on days separate from Board meetings. Committee chairs will continue to receive $1,000 per committee meeting. Under the new arrangement, the annual cash retainer for the non-employee Chair of the Board will increase to $15,000.
The Company’s previous Board of Directors compensatory arrangement also called for each non-employee director to receive an annual fully-vested stock option to acquire 5,000 shares of the Company’s common stock but did not occur in 2013. The annual stock option grant was eliminated on December 12, 2013 and replaced with an annual grant of unrestricted shares of Company common stock equivalent to $15,000 to each non-employee director. The non-employee Chair will receive an amount of unrestricted shares equivalent to $30,000 annually. The estimated total annual compensation for non-employee directors and the non-employee Chair is $30,000 and $50,000, respectively.
On December 12, 2013, the 2013 equity grants were made pursuant to the Insignia Systems, Inc. 2013 Omnibus Stock and Incentive Plan (the “2013 Stock Plan”) approved by shareholders on May 22, 2013 and the standard form of Stock Grant Agreement for Non-Employee Directors (the “Stock Grant Agreement”). The Stock Grant Agreement generally provides that the grant is subject to the terms and conditions of the 2013 Stock Plan and compliance with state and federal securities law. Each non-employee director was granted 5,576 vested shares, and the non-employee Chair was granted 11,152 vested shares, based on a closing price of $2.69 for the Company’s common stock on December 12, 2013.
The foregoing description of the Stock Grant Agreement is intended to be in summary only and is qualified in its entirety by reference to the Stock Grant Agreement attached to this Current Report as Exhibit 10.1 and incorporated by reference as if fully set forth herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number |
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Description |
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10.1 |
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Form of Stock Grant Agreement for Non-Employee Directors under Insignia Systems, Inc. under 2013 Omnibus Stock and Incentive Plan |
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.
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INSIGNIA SYSTEMS, INC. |
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Date: December 16, 2013 |
By |
/s/ John C. Gonsior |
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John C. Gonsior |
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Vice President, Finance and CFO |
Exhibit 10.1
FORM OF
STOCK GRANT AGREEMENT
FOR NON-EMPLOYEE DIRECTORS
INSIGNIA SYSTEMS, INC.
2013 OMNIBUS STOCK AND INCENTIVE PLAN
You have been granted shares of the Company, subject to the terms and conditions of the Company’s 2013 Omnibus Stock and Incentive Plan (the “Plan”) and the Stock Grant Agreement set forth below, as follows:
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Name: |
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Date of Grant: |
, 20 |
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Total number of Shares: |
Shares of Common Stock(1) |
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Price per share: |
$ [ Fair Market Value on Date of Grant ] |
THIS AGREEMENT , made effective as of this day of , 20 , by and between Insignia Systems, Inc., a Minnesota corporation (the “Company”), and (“Director”).
W I T N E S S E T H :
WHEREAS , the Company wishes to grant to Director, a non-employee director of the Company or one of its Subsidiaries, shares of the Company’s Common Stock pursuant to the Company’s 2013 Omnibus Stock and Incentive Plan (the “Plan”); and
WHEREAS , the Compensation Committee of the Board of Directors (“Committee”) has authorized the grant of shares to Director;
NOW, THEREFORE , in consideration of the premises and of the mutual covenants herein contained, the parties hereto agree as follows:
1. Grant of Shares . Insignia Systems, Inc., a Minnesota corporation (together with all successors thereto, the “Company”), hereby grants to the Director, who is not an employee of the Company, the number of shares indicated above (the “Shares”) of the Company’s common stock, $.01 par value (the “Common Stock”), at the per Share price specified above, which shall be the Fair Market Value on the date of grant (the “Price”), subject to the terms and conditions set forth in this Stock Grant Agreement (the “Agreement”) and in the Company’s 2013 Omnibus Stock and Incentive Plan, as may be amended from time to time (the “Plan”). All capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Plan.
2. Acceptance . Your execution of this Agreement will indicate your acceptance of and your willingness to be bound by its terms.
(1) Per Section 4(d)(iv) of the Plan, non-employee directors may not be granted Awards in the aggregate that exceed 25% of Shares available under the Plan.
3. This Grant Subject to Plan . The Share grant evidenced by this Agreement is granted pursuant to the Plan, a copy of which Plan has been made available to Director and is hereby incorporated into this Agreement. This Agreement is subject to and in all respects limited and conditioned as provided in the Plan. The Plan governs this grant and, in the event of any questions as to the construction of this Agreement or in the event of a conflict between the Plan and this Agreement, the Plan shall govern, except as the Plan otherwise provides.
4. Securities and Tax Matters .
a. Securities Law Compliance . Director hereby agrees that all Common Stock to be acquired pursuant to this grant (i) shall be held until such time as the Common Stock, in the opinion of Company counsel, is registered and freely tradable under applicable state and federal securities laws, and (ii) will be held for Director’s own account without a view to any further distribution thereof and that such shares will be not transferred or disposed of except in compliance with applicable state and federal securities laws.
b. Stock Legend . The Board may require that the certificates or evidence for the Shares of Common Stock granted to Director in connection with this Agreement shall bear an appropriate legend to reflect the restrictions of Section 4(a) of this Agreement.
c. Tax Consequences . You acknowledge that there are tax consequences that may be adverse to you with respect to this grant of Shares and that you should consult a tax adviser. The Company makes no representations with respect to tax consequences.
5. Miscellaneous .
a. Binding Effect . This Agreement shall be binding upon the heirs, executors, administrators and successors of the parties hereto.
b. Governing Law . This Agreement and all rights and obligations hereunder shall be construed in accordance with the Plan and governed by the laws of the State of Minnesota.
c. Entire Agreement . This Agreement and the Plan set forth the entire agreement and understanding of the parties hereto with respect to the grant of the Shares hereunder and the administration of the Plan and supersede all prior agreements, arrangements, plans and understandings relating to the grant of the Shares hereunder and the administration of the Plan.
d. Amendment and Waiver . This Agreement may be amended, waived, modified or canceled by the Committee at any time, provided that all such amendments, waivers, modifications or cancellations shall comply with and not be prohibited by the provisions of the Plan, and any amendment, waiver, modification or cancellation that has an adverse effect on your rights under this Agreement shall be with your consent in a written instrument executed by you and the Company.
e. Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.