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Home›Stock split›COMMUNICATIONS SYSTEMS INC: Amendments to Articles or Regulations; Fiscal Year Change, FD Regulation Disclosure, Other Events (Form 8-K)

COMMUNICATIONS SYSTEMS INC: Amendments to Articles or Regulations; Fiscal Year Change, FD Regulation Disclosure, Other Events (Form 8-K)

By Edith Waits
March 18, 2022
5
0

Section 5.03. Modification of the statutes.

Effective March 18, 2022, Communication Systems, Inc. (the “Company”) amended its articles of association to implement a 1 for 4 reverse stock split.

Following the reverse stock split, 5:00 p.m. central time to March 18, 2022all four common shares then issued and outstanding were automatically combined into one common share, without change in the $0.05 par value per share. No fractional shares will be outstanding after the reverse stock split. The articles of amendment provide that no fractional shares will be issued; the Company will pay in cash any fractional share resulting from the reverse stock split.

By the Articles of Amendment, the total number of common shares authorized to be issued has been reduced to 7,500,000 on a pro rata basis of the reverse stock split. The articles of amendment did not change the authorized number of preferred shares, $1.00 par value, which remains at 3,000,000. The text of the Articles of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.

The common shares of the Company will begin trading after the split when the market opens on March 21, 2022.

Section 7.01. FD Regulation Disclosure.

At March 18, 2022the Company issued a press release announcing the reverse stock split, the text of which is provided in Exhibit 99.1 attached.

Item 8.01. Other events.

Immediately prior to the stock consolidation, the Company had 9,720,627 shares outstanding, which will be reduced proportionately for the 1 for 4 stock consolidation.

The CUSIP identifier for the common shares of the Company following the stock consolidation is 203900 204. Following the stock consolidation, the common shares of the Company will not be certified and will be registered on the system of direct registration (also known as DRS or book entry).

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