Insignia Systems, Inc. (Nasdaq: ISIG) today announced that
Sardar Biglari and Philip L. Cooley have been appointed as independent
members of the board of directors of the company. With the addition of
Mr. Biglari and Dr. Cooley, the board was expanded from seven to nine
directors, all of whom are independent.
In connection with their appointment to the board, Mr. Biglari and Dr.
Cooley have entered into an agreement with the company whereby they, as
well as The Lion Fund II, L.P., Biglari Capital Corp., Nicholas J.
Swenson, Air T, Inc., Groveland Capital, LLC, Groveland Hedged Credit
Fund, LLC and their respective affiliates, have agreed to vote their
shares in favor of all of the board’s director nominees at the 2016
annual meeting, which will include Mr. Biglari and Dr. Cooley, two
existing directors: Mr. Swenson and Jacob J. Berning, and additional
nominees, and to abide by certain standstill provisions until the
conclusion of the company’s 2016 annual meeting of shareholders.
About Insignia Systems, Inc.
Insignia Systems, Inc. is a developer and marketer of innovative
in-store products, programs and services that help consumer goods
manufacturers and retail partners drive sales at the point of purchase.
Insignia provides at-shelf media solutions in approximately 13,000
retail supermarkets, 2,000 mass merchants and 8,000 dollar stores. With
a client list of over 200 major consumer goods manufacturers, including
General Mills, Kellogg Company, Kraft Foods, Nestlé and P&G, Insignia
helps major brands deliver on their key engagement, promotion, and
advertising objectives right at the point-of-purchase. For additional
information, contact (800) 874-4648, or visit the Insignia website at www.insigniasystems.com.
Cautionary Statement for the Purpose of Safe Harbor Provisions of the
Private Securities Litigation Reform Act of 1995
Statements in this press release that are not statements of historical
or current facts are forward-looking statements within the meaning of
the safe harbor provisions of the Private Securities Litigation Reform
Act of 1995, as amended. The words “believe,” “expect,” “will” and
similar expressions aid in identifying forward-looking statements.
Readers are cautioned not to place undue reliance on these or any
forward-looking statements, which speak only as of the date of this
press release. Statements made in this press release regarding, for
instance: potential nominees for election at the 2016 annual meeting of
shareholders, and future actions by our board of directors or any of the
parties to the Agreement are examples of forward-looking statements.
These forward-looking statements are based on current information, which
we have assessed and which by its nature is dynamic and subject to rapid
and even abrupt changes. As such, actual results may differ materially
from the results or performance expressed or implied by such
forward-looking statements. Forward-looking statements involve known and
unknown risks, uncertainties and other factors, including: (i) the risk
that management may be unable to fully or successfully implement its
business plan to achieve and maintain profitability in the future; (ii)
the risk that the company will not be able to expand core product
offerings or to develop and implement new product offerings in a
successful manner, including our ability to gain retailer acceptance of
new product offerings; (iii) the unexpected loss of a major consumer
packaged goods manufacturer relationship or retailer agreement, or
termination of the company’s relationship with News America; (iv)
prevailing market conditions in the in-store advertising industry,
including intense competition for agreements with retailers and consumer
packaged goods manufacturers and the effect of any delayed or cancelled
customer programs; (v) potentially incorrect assumptions by management
with respect to the financial effect of cost containment or reduction
initiatives, current strategic decisions, current sales trends for
fiscal year 2015; and (vi) other economic, business, market, financial,
competitive and/or regulatory factors affecting the company’s business
generally, including those set forth in our Annual Report on Form
10-K for the year ended December 31, 2014 and additional risks, if any,
identified in our Quarterly Reports on Form 10-Q and our Current Reports
on Forms 8-K filed with the SEC. Such forward-looking statements should
be read in conjunction with the company’s filings with the SEC. The
company assumes no responsibility to update the forward-looking
statements contained in this press release or the reasons why actual
results would differ from those anticipated in any such forward-looking
statement, other than as required by law.
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