Attached files
| file | filename |
|---|---|
| EX-24.1 - EXHIBIT 24.1 - INSIGNIA SYSTEMS INC/MN | isig_form10kexh241.htm |
| EX-31.2 - EXHIBIT 31.2 - INSIGNIA SYSTEMS INC/MN | isig_form10kexh312.htm |
| EX-23.1 - EXHIBIT 23.1 - INSIGNIA SYSTEMS INC/MN | isig_ex231.htm |
| EX-31.1 - EXHIBIT 31.1 - INSIGNIA SYSTEMS INC/MN | isig_form10kexh311.htm |
| EX-10.18 - EXHIBIT 10.18 - INSIGNIA SYSTEMS INC/MN | isig_form10kexh1018.htm |
| EX-10.19 - EXHIBIT 10.19 - INSIGNIA SYSTEMS INC/MN | isig_form10kexh1019.htm |
| EX-32 - EXHIBIT 32 - INSIGNIA SYSTEMS INC/MN | isig_form10kexh32.htm |
| 10-K - ANNUAL REPORT ON FORM 10-K - INSIGNIA SYSTEMS INC/MN | isig_form10k2019.htm |
DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
Insignia Systems, Inc., a Minnesota corporation (the
“Corporation,” “we,” “us” and
“our”), has one class of securities registered under
Section 12 of the Securities Exchange Act of 1934, as amended,
namely its common stock, par value $.01 per share (“common
stock”).
The following description of the common stock is a summary and does
not purport to be complete. It is subject to and qualified by
reference to our Articles of Incorporation, as amended (the
“Articles”), and Bylaws, as amended (the
“Bylaws”). You are encouraged to read the Articles,
Bylaws, and applicable law, including the Minnesota Business
Corporation Act (“MBCA”).
Authorized Shares
The Corporation’s authorized capital stock consists solely of
40,000,000 shares of common stock.
Common Stock
No outstanding share of common stock is entitled to preference over
any other share, and each share is equal to any other share in all
respects. Holders of shares of common stock are entitled to one
vote for each share held of record at each meeting of shareholders.
Holders of shares of common stock are not entitled to any
preemptive, subscription, conversion, redemption or sinking fund
rights. The absence of preemptive rights could result in a dilution
of the interest of shareholders should additional common shares be
issued.
Holders of common stock are entitled to receive dividends in the
form of cash, property or shares of capital stock of the
Corporation, when and as declared by the Board, provided there are
sufficient earnings or surplus legally available for that purpose.
In any distribution of capital assets, such as liquidation, whether
voluntary or involuntary, holders of shares of common stock are
entitled to receive pro rata the assets remaining after creditors
have been paid in full. All of the issued and outstanding shares of
common stock are non-assessable.
Anti-Takeover Provisions
Statutory Provisions
Section 302A.671 of the MBCA applies, with certain exceptions,
to any acquisitions of our voting stock from a person other than
us, and other than in connection with certain mergers and exchanges
to which we are a party and certain tender offers or exchange
offers approved in advance by a disinterested board committee,
resulting in the beneficial ownership of 20% or more of the voting
power of our then-outstanding stock.
Section 302A.671 requires approval of the granting of voting
rights for the shares received pursuant to any such acquisitions by
a vote of our shareholders holding a majority of the voting power
of our outstanding shares and a majority of the voting power of our
outstanding shares that are not held by the acquiring person, our
officers or those non-officer employees, if any, who are also our
directors. Similar voting requirements are imposed for acquisitions
resulting in beneficial ownership of 33⅓% or more or a
majority of the voting power of our then-outstanding stock. In
general, shares acquired without this approval are denied voting
rights in excess of the 20%, 33⅓% or 50% thresholds and, to
that extent, can be called for redemption at their then fair market
value by us within 30 days after the acquiring person has failed to
deliver a timely information statement to us or the date our
shareholders voted not to grant voting rights to the acquiring
person’s shares. At a meeting held on July 20, 2018, our
shareholders approved voting rights for shares held by Air T, Inc.,
Groveland Capital LLC, and Nicholas J. Swenson constituting up to
an aggregate of 33⅓% of our outstanding shares.
Section 302A.673 of the MBCA generally prohibits any business
combination by us, or any subsidiary of ours, with any shareholder
that beneficially owns 10% or more of the voting power of our
outstanding shares (an “interested shareholder”) within
four years following the time the interested shareholder crosses
the 10% stock ownership threshold, unless the business combination
is approved by a committee of disinterested members of our board of
directors before the time the interested shareholder crosses the
10% stock-ownership threshold.
Section 302A.675 of the MBCA generally prohibits an offeror
from acquiring our shares within two years following the
offeror’s last purchase of our shares pursuant to a takeover
offer with respect to that class, unless our shareholders are able
to sell their shares to the offeror upon substantially equivalent
terms as those provided in the earlier takeover offer. This statute
will not apply if the acquisition of shares is approved by a
committee of disinterested members of our board of directors before
the purchase of any shares by the offeror pursuant to the earlier
takeover offer.
Nomination and Proposal Procedures
Our Bylaws establish advance-notice procedures with regard to the
nomination by shareholders of candidates for election as directors.
A shareholder of record must provide a written request of its
candidate to our secretary not less than 60 nor more than 90 days
before the first anniversary date of the preceding year’s
annual meeting of shareholders, which notice must include certain
information and representations regarding the shareholder and the
candidate and the consent of such candidate to serve as a director
if elected.
Our Bylaws establish procedures, including advance-notice
procedures, with regard to shareholder proposals to be considered
at an annual meeting of shareholders. In general, a shareholder
must submit a written notice of the proposal to our secretary not
less than 60 nor more than 90 days before the first anniversary
date of the preceding year’s annual meeting of shareholders,
which notice must include certain information and representations
regarding the shareholder and the proposal.
Special Meetings of Shareholders; Shareholder Action by Written
Consent
Section 302A.433 of the MBCA and our Bylaws provide that special
meetings of the Company’s shareholders may be called by the
Company’s Chairman of the Board, Chief Executive Officer,
Chief Financial Officer, two or more directors, or shareholders
holding 10% or more of the voting power of all shares entitled to
vote, except that a special meeting called by shareholders for the
purpose of considering any action to directly or indirectly
facilitate or effect a business combination, including any action
to change or otherwise affect the composition of our board of
directors for that purpose, must be called by 25% or more of the
voting power of all shares entitled to vote. Section 302A.441 of
the MBCA also provides that action may be taken by shareholders
without a meeting only by unanimous written consent.
Amendment of Bylaws
Our board of directors can adopt, amend or repeal our Bylaws,
subject to limitations under the MBCA. Under the MBCA, our
shareholders also have the power to change or repeal our
Bylaws.