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
Date of Report:
December 8, 2011
INSIGNIA SYSTEMS, INC.
(Exact name of registrant as specified in its chapter)
| 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) | |
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:
| ☐ | 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-4c under the Exchange Act (17 CFR 240.13e-4c) |
Item 8.01. Other Events.
Insignia Systems, Inc. (the “Company”) has agreed to purchase shares from certain employees and one Executive Officer in privately negotiated transactions under the Company’s Share Repurchase Plan. The employees and the Executive Officer asked the Company to purchase these shares because of significant and complex Alternative Minimum Tax (“AMT”) issues resulting from their option exercises. A total of 205,874 shares were purchased from the employees and the Executive Officer as follows:
Alan Jones, Senior Vice President, CPG and Retail Sales:
60,432 shares
Other employees: 145,442 shares
The shares were purchased at $2.04 per share, which is the lower of (i) the closing price of the Company stock on December 8, 2011 or (ii) the average closing price for the Company stock for the previous five business days preceding the purchase. The Company’s Board of Directors has reviewed and approved these share repurchases. The decision by the employees and the Executive Officer to sell the shares was reached after consultation with a tax adviser. In approving the share repurchases, the Board of Directors determined it was in the best interest of all Insignia shareholders to have the Company repurchase the shares as opposed to having the employees and the Executive Officer sell the shares on the open market.
Together with these purchases, the Company has now purchased approximately 3,731,000 shares totaling approximately $17,264,000. No further purchases from employees or Executive Officers are anticipated by the Company at this time under the Share Repurchase Plan. As previously announced, the Share Repurchase Plan authorizes the Company to purchase up to $20,000,000 of its common stock on or before January 31, 2012.
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.
| Insignia Systems, Inc. | ||
| (Registrant) | ||
| Date: December 13, 2011 | By | /s/ John C. Gonsior |
| John C. Gonsior, Vice President of Finance and Chief Financial Officer | ||