Current Report Filing (8-k)
October 31 2012 - 8:30AM
Edgar (US Regulatory)
|
|
|
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)
October 30, 2012
Image Sensing Systems, Inc.
(Exact name of
registrant as specified in its charter)
|
|
|
|
|
|
Minnesota
|
000-26056
|
41-1519168
|
|
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
|
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
|
|
|
|
|
|
500 Spruce Tree Centre, 1600 University Avenue West, St.
Paul, Minnesota
|
55104
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
|
Registrants
telephone number, including area code
(651)
603-7700
|
|
(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 (see General
Instructions A.2. below):
|
|
o
|
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
o
|
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Section 5 Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(e) On
October 30, 2012, Image Sensing Systems, Inc. (the Company) entered into an
Employment Agreement with Kris B. Tufto as the President and Chief Executive
Officer of the Company. He previously served as interim President and Chief
Executive Officer of the Company. Under the Employment Agreement, Mr. Tufto
will receive an annual base salary of $260,000.00. On April 30, 2013, he will
be eligible for a bonus of up to $50,000.00 based on criteria established by
the Companys Board of Directors. The Employment Agreement contains standard
confidentiality, non-competition, non-solicitation and invention assignment
provisions.
In
addition, on October 30, 2012, the Company granted to Mr. Tufto a 10-year
incentive stock option to purchase 50,000 shares of the Companys common stock
at an exercise price of $4.77 per share, which is equal to the closing price of
the Companys common stock on October 26, 2012 as quoted on The NASDAQ Capital
Market. The option becomes exercisable in four equal installments on each of the
first, second, third and fourth anniversary dates of the date of grant.
The
foregoing description of the terms of the Employment Agreement is qualified in
its entirety by reference to the copy of the Employment Agreement, which will
be filed as an exhibit to the Companys Quarterly Report on Form 10-Q for the
quarter ended September 30, 2012.
Section 9 Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
|
|
(d)
|
Exhibits.
The following document is hereby filed as
an exhibit to this Current Report on Form 8-K:
|
|
|
|
Exhibit No.
|
|
|
|
99.1 Press release of the
Company dated October 31, 2012 announcing the appointment of Kris B. Tufto as
President and Chief Executive Officer.
|
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.
|
|
|
|
Image Sensing Systems,
Inc.
|
Date: October 31, 2012
|
|
|
|
By
|
/s/ Gregory R. L. Smith
|
|
|
Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)
|
2
Exhibit Index
|
|
|
|
Exhibit No.
|
|
|
|
|
99.1 Press
release of the Company dated October 31, 2012 announcing the appointment of
Kris B. Tufto as President and Chief Executive Officer.
|
3
Image Sensing Systems (NASDAQ:ISNS)
Historical Stock Chart
From Jun 2024 to Jul 2024
Image Sensing Systems (NASDAQ:ISNS)
Historical Stock Chart
From Jul 2023 to Jul 2024