8-K
BLOOMIA HOLDINGS, INC. (TULP)
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
| July 13, 2023 | ||
|---|---|---|
| Date of Report (Date of Earliest Event Reported) | ||
| Insignia Systems, Inc. | ||
| --- | ||
| (Exact Name of Registrant as Specified in its Charter) | ||
| Minnesota | 001-13471 | 41-1656308 |
| --- | --- | --- |
| (State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 212 Third Avenue N, Suite 356 Minneapolis, Minnesota | 55401 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| (763) 392-6200 | ||
| --- | ||
| (Registrant’s Telephone Number, Including Area Code) |
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)) |
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 $0.01 per share | ISIG | The Nasdaq Stock Market LLC |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 13, 2023, Insignia Systems, Inc. (the “Company”) determined to terminate the employment of Kristine A. Glancy, its current President and Chief Executive Officer, effective as of August 31, 2023 (the “Termination Date”).
Pursuant to her existing compensatory arrangements, including the employment agreement dated April 8, 2016, and the change in control severance agreement dated April 8, 2016, as amended April 28, 2018, and a new letter agreement dated July 13, 2023, and subject to their respective terms and conditions, including Ms. Glancy’s execution, delivery, and non-revocation of a release of claims agreement, Ms. Glancy is eligible to receive up to the following payments depending on whether a Closing (as defined in the Asset Purchase Agreement, dated May 24, 2023, between the Company and TIMIBO LLC) occurs on or prior to the Termination Date: (i) 200% of her annual base salary, which is $[629,200]; (ii) the remaining 50% of her target incentive bonus for 2023, which is $78,650; (iii) a lump sum payment equal to current COBRA premiums for twelve months, which is $18,075; (iv) reimbursement for up to $5,000 of outplacement services, and (v) an additional lump sum payment equal to $200,000. The foregoing amounts are in addition to the previously announced cash payment of $78,650, representing 50% of Mr. Glancy’s target incentive bonus for 2023, which is eligible for payment at the same time as all other current employee’s first-half target incentive bonuses within fifteen calendar days after a Closing. All cash amounts will be subject to applicable withholding tax.
The foregoing description of the material terms of the letter agreement are qualified by the full text thereof, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | Method of Filing |
|---|---|---|
| 10.1 | Letter Agreement with Kristine A. Glancy dated as of July 13, 2023* | Filed Electronically |
| 104 | Cover Page Interactive Data File | Filed Electronically |
| * | Redacted in compliance with Regulation S-K Item 601(a)(6) and certain exhibits and schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request. | |
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Additional Information and Where to Find It; Participants in the Solicitation
In connection with the proposed transaction, Insignia Systems, Inc. intends to file relevant materials with the United States Securities and Exchange Commission (the “SEC”), including a proxy statement. Following the filing of the definitive proxy statement with the SEC, Insignia will distribute the definitive proxy statement and a proxy card to each shareholder entitled to vote at the shareholder meeting relating to the proposed transaction. The proxy statement, any other relevant documents, and all other materials filed with the SEC concerning Insignia are (or, when filed, will be) available free of charge at http://www.sec.gov and https://insigniasystems.com/investors/. Shareholders should read carefully the proxy statement and any other relevant documents that Insignia files with the SEC when they become available before making any voting decision because they will contain important information.
This communication does not constitute a solicitation of proxy, an offer to purchase, or a solicitation of an offer to sell any securities. Insignia’s directors and executive officers are deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed transaction. Information regarding the names of such persons and their respective interests in the transaction, by securities holdings or otherwise, will be set forth in the definitive proxy statement when it is filed with the SEC. Additional information regarding these individuals is set forth in its annual report on Form 10-K for the fiscal year ended December 31, 2022, as amended. To the extent Insignia directors and executive officers or their holdings of Insignia securities have changed from the amounts disclosed in those filings, to Insignia’s knowledge, such changes have been reflected on initial statements of beneficial ownership on Form 3 or statements of change in ownership on Form 4 on file with the SEC. These materials are (or, when filed, will be) available free of charge at https://insigniasystems.com/investors/.
Cautionary Statement for the Purpose of Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995
Statements in this report that are not statements of historical or current facts are considered forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. The words “anticipate,” “continue,” “expect,” “intend,” “plan,” “remain,” “seek,” “will” and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these or any forward-looking statements, which speak only as of the date of this report. Statements made in this report regarding, for instance, the pending disposition, ongoing exploration of strategic alternatives, and plans with respect to our non-bank lending business, are forward-looking statements. These forward-looking statements are based on current information, which we have assessed and which by its nature is dynamic and subject to rapid and even abrupt changes. As such, actual results may differ materially from the results or performance expressed or implied by such forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors, including (1) risks related to the consummation of the pending disposition, including the risks that (a) the asset sale may not be consummated within the anticipated time period, or at all, (b) Insignia may fail to obtain shareholder approval of the underlying agreement, (c) other conditions to the consummation of the asset sale under the agreement may not be satisfied, and (d) the significant limitations on remedies contained in the underlying agreement may limit or entirely prevent a party from specifically enforcing another party’s obligations or recovering damages for any breach; (2) the effects that any termination of the asset purchase agreement may have on Insignia or its business; (3) the effects that the announcement or pendency of the disposition may have on Insignia and its businesses, including the risks that as a result (a) the operating results or stock price of Insignia may suffer, (b) its current plans and operations may be disrupted, (c) the ability of Insignia to retain or recruit key employees may be adversely affected, (d) management and employee attention may be diverted from other important matters, or (e) the circumstances of the pending disposition may have a chilling effect on other potential strategic alternatives; (5) the risk that the transaction may involve unexpected costs, liabilities or delays; and (6) those other factors set forth in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2022 and additional risks, if any, identified in our subsequent Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K filed with the SEC. Such forward-looking statements should be read in conjunction with Insignia’s filings with the SEC. Insignia assumes no responsibility to update the forward-looking statements contained in this report or the reasons why actual results would differ from those anticipated in any such forward-looking statement, other than as required by law.
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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.
| INSIGNIA SYSTEMS, INC. | ||
|---|---|---|
| Date: July 19, 2023 | By: | /s/ Zackery A. Weber |
| Zackery A. Weber | ||
| Vice President of Finance | ||
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isig_ex101.htm
EXHIBIT 10.1
[***] Portions of this exhibit have been redated in compliance with Regulation S-K Item 601(a)(6).
July 14, 2023
BY PERSONAL DELIVERY AND CERTIFIED MAIL, RETURN RECEIPT REQUESTED
Kristine Glancy
[***]
| Re: | Notice of Termination of Employment and Amendment to CIC Agreement |
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Dear Kristine:
In accordance with Section 7(d), Section 8, and Section 16(e) of the Employment Agreement entered into by and between you and Insignia Systems, Inc. (“Insignia”) as of April 8, 2016 and effective as of May 9, 2016 (the “Employment Agreement”), Insignia hereby notifies you of the termination of the Employment Term (as defined in the Employment Agreement) and your employment with Insignia without Cause (as defined in the Employment Agreement) effective as of August 31, 2023 (the “Termination Date”). This letter constitutes a “Notice of Termination” as contemplated by Section 8 of the Employment Agreement. In addition, if a Change in Control (as defined in the Change in Control Agreement entered into by and between you and Insignia as of April 8, 2016 and effective as of May 9, 2016, as amended (the “CIC Agreement”)) occurs prior to the Termination Date, then this letter also constitutes a “Notice of Termination” of your employment with Insignia without Cause (as defined in the CIC Agreement) effective as of the Termination Date, as contemplated by, and in accordance with, Section 4, Section 7 and Section 10 of the CIC Agreement, and the Termination Date shall be the “Date of Termination” for purposes of the CIC Agreement.
Any benefits provided under the Employment Agreement will be deducted from benefits provided under this Notice of Termination or the CIC Agreement, and where payments are due in two installments, the offset will be deducted equally from both installments.
As previously approved by the Company’s Board of Directors, if a Closing (as defined in the Asset Purchase Agreement between the Company and TIMIBO LLC dated May 24, 2023) occurs on or prior to the Termination Date, then in place of any other incentive bonus-related payment provided for in the Employment Agreement, the CIC Agreement, or any Insignia annual incentive plan, you will receive a cash payment of $78,650.00 (which equals fifty percent (50%) of your target incentive bonus for 2023), less applicable withholdings, payable within fifteen (15) calendar days after the Closing. The foregoing payment would be in addition to any amount payable under Section 4.1(B) of the CIC Agreement, as modified below.
In accordance with Section 11 of the CIC Agreement, and subject to your termination of employment effective as of the Termination Date constituting a Qualifying Termination or Pre-Change in Control Termination (as such terms are defined in the CIC Agreement), you and Insignia agree that Sections 4.1(A)-(D), Section 4.3(A), and the last sentence of Section 15(E) of the CIC Agreement shall be superseded and replaced in their entirety as follows:
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4.1 If a Qualifying Termination shall occur, in addition to any payments and benefits to which the Executive is entitled under Section 3 hereof, the Company shall pay the Executive the payments described in this Section 4.1 (the “Severance Payments”); provided, however, that, in the case of clauses (A), (B), (C), (D) and (F) below, the Executive shall have executed and not revoked a release of claims in the form set forth in Exhibit A hereto. The Executive shall also be entitled to the Severance Payments (and any payments and benefits under Section 3) if the Executive’s employment is terminated by the Company other than (x) for Cause or (y) by reason of death or Disability within the six (6) month period immediately preceding a Change in Control and the Executive reasonably demonstrates that such termination is otherwise in connection with or in anticipation of a Change in Control that actually occurs during the term of the Agreement (a “Pre-Change in Control Termination”); provided, however, that, in the case of clauses (A), (B), (C), (D) and (F) below, Executive shall have executed and not revoked a release of claims in the form set forth in Exhibit A hereto; and provided further, however, that any such payments shall be offset by the amount of severance previously paid to the Executive under any employment agreement between the Executive and the Company and, to the extent permitted by Section 409A of the Code, any other severance policy, plan or program of the Company.
(A) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive, the Company shall pay to the Executive a severance payment, in cash, equal to two hundred (200%) of the Executive’s annual base salary then in effect (or immediately prior to any reduction resulting in a termination for Good Reason, if applicable), payable in accordance with Section 4.3(A) (the “Change in Control Salary”),
(B) Notwithstanding any provision of any annual incentive plan to the contrary, and in lieu of any payment of any additional amount Executive may be entitled to receive under any annual incentive plan of the Company, the Company shall pay to the Executive an amount, in cash, of $78,650.00 (which equals fifty percent (50%) of the Executive’s target incentive bonus for 2023), payable in accordance with Section 4.3(A),
(C) Pay the Executive an amount of $18,075.00, payable in accordance with Section 4.3(A),
(D) Pay the Executive an amount of $200,000.00, payable in accordance with Section 4.3(A),
***
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4.3 Payment of Severance Payments.
(A) Each payment provided for in Section 4.1 hereof is intended to constitute a separate payment within the meaning of Section 409A of the Code. The payments provided for in Section 4.1(A) hereof shall be made in two (2) equal installments, with one installment payable on the sixtieth (60th) day following the Date of Termination, subject to Section 4.3(B) below, and the other installment payable between January 1 and March 15, 2024, subject to Section 4.3(B) below. Each of the payments provided for in Sections 4.1(B), (C) and (D) shall be payable on the sixtieth (60th) day following the Date of Termination, subject to Section 4.3(B) below. Notwithstanding the foregoing, in the event the Executive becomes entitled to Severance Payments pursuant to the second sentence of Section 4.1, the first payment provided for in Sections 4.1(A) and the payments provided for in Sections 4.1(B), (C) and (D) shall be made on the sixtieth (60th) day following the actual Change in Control that triggered the Severance Payments.
The last sentence of Section 15(E) of the CIC Agreement shall read as follows:
Notwithstanding anything to the contrary herein, a Change in Control shall not be deemed to occur under this Agreement unless the events that have occurred would also constitute a “Change in the Ownership or Effective Control of a Corporation or in the Ownership of a Substantial Portion of the Assets of a Corporation” under Treasury Department Final Regulation 1.409A-3(i)(5), or any successor provision.
Except as provided above, all terms of the Employment Agreement and the Change in Control Agreement remain in effect in accordance with their terms.
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Please confirm your agreement to the terms included in this letter by signing and dating the acknowledgment below.
| At the direction of the Governance, Compensation and Nominating Committee of the Board of Directors, |
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| /s/ Jacob J. Berning |
| Jacob J. Berning |
| Director |
| Acknowledged by: | /s/ Kristine A. Glancy | July 14, 2023 |
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| | Kristine A. Glancy (signature) | |
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