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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
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November 9, 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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001-13471
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41-1656308
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(State
of Incorporation)
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(Commission
File Number)
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(I.R.S.
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 (see General Instruction
A.2):
☐
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
1.01.
Entry
into a Material Definitive Agreement.
On
November 9, 2017, Insignia Systems, Inc. (the
“Company”) entered into a registration and standstill
agreement (the “Agreement”) with Sardar Biglari
(“Biglari”), The Lion Fund II, L.P. (the “Lion
Fund”), and Biglari Capital Corp. (“BCC” and,
collectively with Biglari and the Lion Fund, the “Biglari
Group”).
Pursuant
to the Agreement, the Company has agreed to prepare and file a
registration statement with the Securities and Exchange Commission
for purposes of registering the sale of 2,313,200 shares of common
stock (the “Shares”) beneficially owned by one or more
members of the Biglari Group. The Company has agreed, among other
things, to indemnify each member of the Biglari Group from certain
liabilities, fees and expenses for errors and omissions in the
registration statement.
Under
the Agreement, the registration period continues until the earliest
to occur of certain events, including the third anniversary of the
effective date of the Agreement, and the disposition of Shares
under the registration statement is subject to a specified price
requirement as set forth in the Agreement.
Under
the Agreement, the standstill period continues under the earliest
to occur of certain events, including the third anniversary of the
effective date of the Agreement. The Biglari Group has agreed
during the standstill period to vote all shares of the Company
common stock beneficially owned by them (i) in favor of all
directors nominated by the Company’s board of directors (the
“Board”) for election at any annual meeting of
shareholders of the Company and (ii) for approval with respect to
the advisory vote to approve executive compensation, in accordance
with the Board’s recommendation on any advisory vote on the
frequency of future advisory votes to approve executive
compensation, and for the ratification of the Company’s
independent auditors.
The
Biglari Group has also agreed during the standstill period to abide
by certain standstill provisions as described in the Agreement.
During the standstill period, the Biglari Group is restricted,
subject to certain limited exceptions, from: (i) submitting,
inducing or encouraging the submission of any shareholder proposal
or notice of nomination or other business for consideration; (ii)
nominating any candidate for election to the Board or opposing the
directors nominated by the Board; (iii) participating in any
“group” within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, other than a group consisting of
members of the Biglari Group and their affiliates or any group
deemed to arise from the Agreement; (iv) participating in the
solicitation of any proxy other than in support of the
Board’s
nominees; (v) calling a special meeting of shareholders;
(vi) seeking, other than as a director of the Company, to
control or influence the governance or policies of the Company;
(vii) effecting or facilitating the acquisition of any
material assets or business of the Company, any business
combination involving the Company, or any other extraordinary
transaction with respect to the Company, and (vii) disclosing
or pursuing certain intentions with respect to the
Agreement.
The
foregoing description does not purport to be a complete summary of
the terms of the Agreement and is qualified by reference to the
full text of the Agreement, which is attached as Exhibit 10.1 to
this report and is incorporated herein by reference.
Item
9.01.
Financial
Statements and Exhibits.
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Exhibit No.
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Description
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Method of Filing
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Registration
and Standstill Agreement with Sardar Biglari, The Lion Fund II,
L.P. and Biglari Capital Corp, dated November 9, 2017
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Filed
Electronically
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4382394-2
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:
November 13, 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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4382394-2