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):  April 17, 2015

Cartesian, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation)
001-34006
(Commission
File Number)
48-1129619
(I.R.S. Employer
Identification No.)

7300 College Boulevard, Suite 302
Overland Park, Kansas 66210
(Address of principal executive office)(Zip Code)

(913) 345-9315
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

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

(b)           On April 17, 2015, Cartesian, Inc. (the "Company") received notice from A. Reza Jafari that he will not stand for re-election to the Board of Directors (the "Board") at the Company's 2015 Annual Meeting of Stockholders.  Mr. Jafari's decision not to stand for re-election to the Board did not involve any disagreement with the Company on any matter relating to its operations, policies or practices.  In connection with the foregoing, the Company currently intends to reduce the size of the Board from six to five members, effective immediately prior to the Company's 2015 Annual Meeting of Stockholders.

 
 
 
 

 

 
 
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.


 
CARTESIAN, INC.
   
     
 
By:
/s/ Donald E. Klumb
   
Donald E. Klumb
Chief Executive Officer, President and Chief Financial Officer

Date: April 23, 2015