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): September 19, 2019

 

 

Communications Systems, Inc.

(Exact name of Registrant as Specified in its Charter)

 

Minnesota

(State Or Other Jurisdiction Of Incorporation)

 

001-31588 41-0957999
(Commission File Number) (I.R.S. Employer Identification No.)
   

10900 Red Circle Drive

Minnetonka, MN

553437
(Address Of Principal Executive Offices) (Zip Code)

 

(952) 996-1674

Registrant’s Telephone Number, Including Area Code

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class  

Trading

Symbol

  Name of each exchange on which registered
Common stock, par value $0.05   JCS  

NASDAQ Global Market

 

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)::

 

        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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 
 
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 19, 2019, Scott Otis, Group Business President and General Manager, Transition Networks, Inc. and Net2Edge, informed Communications Systems, Inc. (the “Company), that he will be retiring as an officer and employee of the Company effective October 4, 2019. Although the Company has not yet determined who will replace Mr. Otis, Mr. Otis has agreed to serve as a consultant to the Company through December 31, 2019 to assist in the transition of his responsibilities. Until a successor is appointed, the Transition Networks and Net2Edge businesses will be managed by Roger Lacey the Company’s Chair and Chief Executive Officer, and Mark Fandrich, the Company’s current Chief Financial Officer, who will be also be taking on the newly created role of Interim Chief Operating Officer.

Item 9.01Financial Statements and Exhibits

(d) Exhibits

Exhibit Number Exhibit Name
99.1   Communications Systems, Inc. Press Release dated September 19, 2019 announcing retirement of Scott Otis.

 

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, thereunto duly authorized.

 

COMMUNICATIONS SYSTEMS, INC.

 

By: /s/ Mark D. Fandrich

Mark D. Fandrich

 

Date: September 20, 2019