United
States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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of Report (date of earliest event reported):
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| Item 5.07. | Submission of Matters to Vote of Security Holders |
Communications Systems, Inc. ("CSI" or the "Company") held a reconvened special meeting of shareholders on March 25, 2022, continuing a meeting that had been adjourned on March 16 and March 23, 2022. The sole proposal considered at the reconvened special meeting was Proposal #1, the Pineapple Merger Proposal, as described in the Company's proxy statement/prospectus dated February 3, 2022.
The following describes the sole proposal considered by the Company's shareholders at the Special Meeting and the final results of the votes cast on that proposal.
Proposal No. 1; Pineapple Merger Proposal.
To approve the Agreement and Plan of Merger dated as of March 1, 2021, as amended (the ''merger agreement'') by and among Communications Systems, Inc., Helios Merger Co., a wholly owned subsidiary of CSI (''Merger Sub''), Pineapple Energy LLC (''Pineapple''), Lake Street Solar LLC, as the Pineapple Members' Representative (the ''Members' Representative''), and Randall D. Sampson, as the CSI Shareholders' Representative (the ''Shareholders' Representative'') pursuant to which Merger Sub will merge with and into Pineapple with Pineapple surviving the merger as a wholly owned subsidiary of CSI (The "Pineapple Merger Proposal").
| For | Withhold | Abstain | ||||
| 6,586,849 | 1,352,768 | 6,655 |
As a result, the Pineapple Merger Proposal was approved.
| Item 8.01. | Other Events. |
On March 25, 2022, the Company issued a press release announcing that the Company's shareholders had approved the Pineapple Merger Proposal and CSI expected the merger transaction with Pineapple to close on Monday, March 28, 2022. Assuming that closing date:
| • | CSI shareholders as of the close of business on Friday, March 25, 2022, will receive one contractual non-transferable Contingent Value Right (CVR) per share of CSI common stock held, which will entitle the CVR holder to a portion of the proceeds of dispositions of CSI's pre-merger assets after the effective time of the merger; | |
| • | CSI will change its corporate name to "Pineapple Holdings, Inc." on the closing date; and | |
| • | Pineapple Holdings, Inc. common stock will begin to trade on the Nasdaq Capital Market under the new symbol "PEGY" as of the opening of the stock market on Tuesday, March 29, 2022. |
A copy of that press release is attached as Exhibit 99.1.
| Section 9.01. | Financial Statements and Exhibits. |
| 99.1 | Communications Systems, Inc. press release dated March 25, 2022 |
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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, Chief Financial Officer | ||
| Date: March 25, 2022 | ||
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