Current Report Filing (8-k)
November 05 2020 - 10:58AM
Edgar (US Regulatory)
0000022701
false
COMMUNICATIONS SYSTEMS INC
0000022701
2020-10-29
2020-10-29
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 29, 2020
Communications
Systems, Inc.
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(Exact
name of Registrant as Specified in its Charter)
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Minnesota
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(State Or Other Jurisdiction Of Incorporation)
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001-31588
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41-0957999
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(Commission
File Number)
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(I.R.S.
Employer Identification
No.)
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10900
Red Circle Drive
Minnetonka,
MN
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55343
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(Address of Principal Executive Offices)
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(Zip
Code)
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952-
996-1674
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Registrant’s Telephone Number, Including Area Code
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Securities
Registered Pursuant to Section 12(b) of the Act
Title
of Each Class
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Trading
Symbol
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Name
of each exchange on which registered
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Common
Stock, par value, $.05 per share
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JCS
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Nasdaq
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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. below):
☐
Written communications pursuant to Rule 425 under the Securities Act
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
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Item
1.01
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Entry
Into a Material Definitive Agreement
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On
October 29, 2020, Communications Systems, Inc. (the “Company”) entered into a First Amendment to the Credit Agreement
governing its $5.0 million credit facility with Wells Fargo Bank, National Association. Under Credit Agreement, as amended, the
Company has the ability to obtain one or more letters of credit in an aggregate amount up to $2.0 million, subject to the general
terms of the Credit Agreement. A copy of the First Amendment is filed as Exhibit 10.1.
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Item
2.02
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Results
of Operations and Financial Condition
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On
October 30, 2020, the Company issued a press release announcing the results of its third quarter ended September 30, 2020. A copy
of that press release is furnished as Exhibit 99.1.
On
November 4, 2020, the Company issued a press release announcing that its JDL Technologies, Inc. subsidiary had acquired the operating
assets of privately held IVDesk. The transaction was structured as an asset purchase under which the Company paid $950,000 cash
at closing with up to an additional $550,000 payment contingent on an earn-out tied to customer retention. The Company provided
the seller a $550,000 letter of credit to secure its obligation to pay the earn-out under the asset purchase agreement. The press
release is filed as Exhibit 99.2.
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Item
9.01
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Financial Statements and Exhibits
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(d)
Exhibits
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, thereunto duly authorized.
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COMMUNICATIONS
SYSTEMS, INC.
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By:
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/s/
Mark D. Fandrich
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Mark
D. Fandrich, Chief Financial Officer
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Date:
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November
5, 2020
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