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EX-10.1 - AGREEMENT - PLANAR SYSTEMS INC | d288295dex101.htm |
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): January 27, 2012
PLANAR SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
OREGON | 0-23018 | 93-0835396 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
1195 NW Compton Drive
Beaverton, Oregon 97006
(503) 748-1100
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
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:
¨ | 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 January 27, 2012, Planar Systems, Inc. (the Company) entered into an agreement (the Agreement) with Red Oak Partners, LLC, a New York limited liability company, and certain of its affiliates named in the Agreement (Red Oak). The Agreement reflects the agreement of the parties with respect to: the Companys nominees for election to the Companys Board of Directors (the Board) at the Companys 2012 Annual Meeting of Shareholders (the 2012 Annual Meeting), which such nominees will be Gerald K. Perkel, an incumbent Board member and the Companys President and CEO, and David Sandberg, an affiliate of Red Oak; certain matters relating to the Boards committees, including the appointment of Mr. Sandberg to certain Board committees; and, a proposed amendment to the Companys Articles of Incorporation to eliminate the classified structure of the Companys Board (the Articles Amendment) to be considered for approval by shareholders at the 2012 Annual Meeting. Red Oak has agreed to vote in favor of all of the matters to be acted upon at the 2012 Annual Meeting, as have each of the Companys directors and executive officers. Subject to approval of the Articles Amendment at the 2012 Annual Meeting, each director and nominee whose current or prospective term extends beyond the 2013 Annual Meeting of Shareholders (the 2013 Annual Meeting) has agreed to resign from the remainder of his term effective at the 2013 Annual Meeting in order to permit each person elected to the Board at the 2013 Annual Meeting to be elected for a one-year term. The Agreement also provides that during the period ending immediately after the Companys 2013 Annual Meeting of Shareholders, except under certain circumstances and with respect to certain matters, Red Oak will refrain from taking certain actions with respect to the Company, including, offering, proposing or participating in any acquisition, business combination or other extraordinary transaction, or engaging in any proxy solicitation, other than with respect to the election of directors. The foregoing description of the Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 9.01. | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits.
10.1 | Agreement by and among Planar Systems, Inc. and Red Oak Partners, LLC, a New York limited liability company, and certain of its affiliates named in the Agreement, dated January 27, 2012. |
SIGNATURE
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.
Dated: January 27, 2012.
PLANAR SYSTEMS, INC. | ||
(Registrant) | ||
By | /s/ Gerald K. Perkel | |
Gerald K. Perkel, | ||
President and Chief Executive Officer |