United
States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (date of earliest event reported):
Communications Systems, Inc. | ||||
(Exact name of Registrant as Specified in its Charter) | ||||
(State Or Other Jurisdiction Of Incorporation) | ||||
(Commission File Number) | (I.R.S. Employer Identification No.) | |||
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(Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s Telephone Number, Including Area Code | ||||
Securities Registered Pursuant to Section 12(b) of the Act
Title of Each Class | Trading Symbol | Name of each exchange on which registered |
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):
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. ☐
Item 1.01 | Entry Into a Material Definitive Agreement |
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.
Item 2.02 | Results of Operations and Financial Condition |
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.
Item 8.01 | Other Events |
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.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
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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.
COMMUNICATIONS SYSTEMS, INC. | |||
By: | /s/ Mark D. Fandrich | ||
Mark D. Fandrich, Chief Financial Officer | |||
Date: | November 5, 2020 |
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