Insignia Systems, Inc., Form 8-K dated April 11, 2005
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:
April 11, 2005
| INSIGNIA SYSTEMS, INC. |
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| (Exact name of registrant as specified in its chapter)
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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 | |
(Commission | |
(IRS Employer |
| of incorporation) | |
File Number) | |
Identification No.) |
| 6470 Sycamore Court North, Maple Grove, Minnesota |
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55369 |
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| (Address of principal executive offices) | |
(Zip Code) |
| Registrant’s telephone number, including area code |
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(763) 392-6200 |
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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:
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| 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. Appointment
of Principal Officer.
Effective
April 11, 2005, Mr. Justin W. Shireman, age 54, was appointed to serve as the
Company’s Vice President of Finance, Chief Financial Officer and Treasurer. He will
serve as an officer until his successor is appointed, or until his prior resignation,
removal, or death.
Since
April 2003 Mr. Shireman has been the Company’s Controller. From 2000 to 2002 he was
the Controller for Learningbyte International, Inc., a developer of e-learning solutions.
From 1994 to 2000 Mr. Shireman held several positions, including Controller and Director
of Finance, with LecTec Corporation, a medical device manufacturer.
Upon
employment at the Company, Mr. Shireman signed the Company’s standard Employment
Agreement which includes confidentiality and non-compete provisions. On May 5, 2003, Mr.
Shireman signed a Change In Control Severance Agreement which entitles him to nine months
severance following a change of control of the Company if he is terminated without cause
or if he voluntarily terminates for “good reason,” defined in the agreement to
include demotion, reduction in salary or benefits, relocation, and certain other events.
Item 9.01. Financial
Statements and Exhibits.
(c) Exhibits
None.
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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(Registrant) |
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| Date: April 11, 2005 |
By /s/ Scott F. Drill |
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Scott F. Drill, President and Chief Executive Officer |