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: June 6, 1996
ELECTRONIC SYSTEMS TECHNOLOGY INC.
(A Washington Corporation)
Commission File no. 2-92949-S
IRS Employer Identification no. 91-1238077
415 N. Quay St. #4
Kennewick WA 99336
(Address of principal executive offices)
Registrant's telephone number, including area code:(509) 735-9092
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ITEM 5. OTHER EVENTS
A. Stock Repurchase Plan
On June 6, 1996, the Company's Board of Directors authorized the
establishment of a plan for the repurchase of the Company's common stock.
Pursuant to the plan, the Company may repurchase shares of its common stock
from time to time in open market transactions through brokers and dealers, up
to the amount allocated by the Plan of $100,000. Repurchase transactions may
commence as soon as July 1, 1996, and may continue through September 30, 1996.
The Stock Repurchase Plan, as approved by the Board of Directors on
June 6, 1996, is attached hereto as Exhibit 99.10.
B. Annual Stockholder Meeting
At the Company's Annual Stockholder Meeting on June 7, 1996, in
Kennewick, Washington the following items were voted on by the
stockholders with the following outcomes:
Item #1: Election of Directors:
Election of Tom L. Kirchner as a Director of the Company.
Votes for: 3,199,035 Votes against: 2,100 Abstaining: 10,700
Election of John H. Rector as a Director of the Company.
Votes for: 3,157,935 Votes against: 18,900 Abstaining: 35,000
Item #2: Ratification of Robert Moe & Associates, P.S. as independent
auditors of the Corporation for the fiscal year ending
December 31, 1996.
Votes for: 3,192,585 Votes against: 5,500 Abstaining: 13,750
Item #3: Ratification and approval of issuance of stock option bonuses
to certain officers, directors and employees.
Votes for: 1,797,195 Votes against: 425,510 Abstaining: 97,150
Item #4: Ratification and approval of adoption of the 1996 Stock
Option Plan.
Votes for: 1,811,095 Votes against: 413,310 Abstaining: 95,450
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND
EXHIBITS.
Exhibit 99.9 - Press release issued June 19, 1996.
Exhibit 99.10 - Stock Repurchase Plan, as approved by the
Electronic Systems Technology, Inc. Board of
Directors on June 6, 1996.
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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 hereunto duly authorized.
ELECTRONIC SYSTEMS TECHNOLOGY, INC.
T.L. KIRCHNER
By: T.L. Kirchner
President
Date: JUNE 20, 1996
EXHIBIT 99.9 - PRESS RELEASE ISSUED MAY 17, 1996
PRESS RELEASE
ELECTRONIC SYSTEMS TECHNOLOGY
415 N. QUAY STREET
KENNEWICK, WA 99336
509-735-9092 (O)
509-783-5475 (FAX)
EST ANNOUNCES ELECTION RESULTS AND
STOCK REPURCHASE DETAILS
KENNEWICK, WASHINGTON --- June 20, 1996 --- Electronic Systems Technology Inc.
(EST) (OTC:ELST), a manufacturer of wireless modems, today announced the
reelection of two members of the Company's Board of Directors, and a stock
repurchase plan.
As part of the annual shareholder voting issues, both T. L. Kirchner and
J. H. Rector were reelected to positions on the Company's Board of Directors.
John H. Rector, 79, a director of the Company since 1992, founded Western
Sintering, Inc., a powdered metal part manufacturer located in Richland,
Washington. Mr. Rector has retired from Western Sintering, but remains
active in an advisory capacity with the company. In June, Mr. Rector was named
1996 South Central Washington Small Business Person of the Year. "Mr. Rector
is a valuable member of the Company's Board of Directors. He brings a wealth of
business experience, the Company is very fortunate to have him on the Board,"
said Tom Kirchner, President and founder, of EST. Mr. Kirchner has been a
director of the Company since 1985, and was named 1992 South Central Washington
Small Business Person of the Year.
EST also announced that as of June 7th , the Company has repurchased 7,000
shares of its common stock through its stock repurchase program, scheduled to
end June 30, 1996, and that the Company's Board of Directors approved a similar
stock repurchase plan to take effect on July 1, 1996. Under the conditions of
the plan, the Company may acquire its common stock up to a total value of
$100,000 from open market purchases from brokers and dealers, with purchases
commencing as soon as July 1, 1996, and may continue through
September 30, 1996. The maximum number of shares the Company will repurchase
from any single shareholder during the duration of the stock repurchase plan
will be 10,000 shares. The results of the stock repurchase plan is dependent
upon market conditions, with no guarantee as to the exact number of share to
be repurchased by the Company. The repurchase plan is subject to other terms
and conditions, as are set forth in the plan.
Electronic Systems Technology, a publicly held Company since 1984, was the
first Company to develop the wireless modem and received the United States and
Canadian patent for this technology.
Contact EST for more details.
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APPENDIX:
Item no. 1: (graphic material not included in electronic filing format)
The press release was published showing at top left of the press release, the
Electronic Systems Technology, Inc. trademarked company logo, showing a black
square field containing the stylized letters E S T.
EXHIBIT 99.10 - Stock Repurchase Plan, as approved by the
Electronic Systems Technology, Inc. Board of Directors
on June 6, 1996.
ELECTRONIC SYSTEMS TECHNOLOGY, INC.
Plan for Stock Repurchase
June 6, 1996
On June 6, 1996, the following plan to repurchase the Company's stock is
approved for execution by resolution of the Board of Directors.
It is the plan and intent of Electronic Systems Technology, Inc.
("the Company") to repurchase the common stock of the Company from
"open market" sources, in a manner most advantageous to the Company, within
the amounts and time limitations described below. The purpose for the
repurchase of the Company's stock is to provide stability to, and increase
the value of, the Company's stock due to Management's belief that the
Company's stock is currently undervalued. It is not the intent of this stock
repurchase plan to repurchase the Company's stock in an effort to privatize the
Company, nor is the repurchase plan to be construed as a tender offer for
repurchase of the Company's outstanding stock.
During the duration of the Company's stock repurchase plan employees,
directors, and officers of the Company, as well as its affiliates, should not
purchase or sell any of their holdings of the Company's securities, nor
should there be any attempts to exercise existing stock options for the
Company's securities.
The maximum number of shares the Company will repurchase from any single
shareholder during the duration of the stock repurchase plan will not exceed
10,000 total shares.
The stock repurchase plan (the "Plan") shall be governed by all applicable
securities rules, regulations, and limitations, particularly Securities and
Exchange Commission Rule 10b-18. The Plan will be performed in accordance
with the following guidelines:
AMOUNT: The amount of $100,000 of the Company's available funds will be
allocated for the Plan. Of this amount $90,000 will be allocated for actual
repurchases of the Company's stock, and $10,000 will be allocated for
associated fees. For funds allocated for associated fees of the plan, any
amount not expended for fees will be available for actual stock repurchases of
the Company's stock.
DURATION: The Plan will commence at the discretion of the Company immediately
following June 30, 1996 and will continue until the Plan is discontinued at the
discretion of the Company or the occurrence of any of the following: 1) The
allocated funds are exhausted through repurchase, 2) The Company's stock
price reaches a bid price of $1.00 per share, or 3) the date of
September 30, 1996.
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The stock repurchase transactions of the Company will be governed by the
following guidelines:
OPEN MARKET PURCHASES:
BROKER: Bids and purchases of stock from or through only one broker or dealer
on any one day. The exception being for purchases not solicited by or on
behalf of the Company. Thus, purchases may be made from more than one
dealer, if the dealer is not directly or indirectly purchasing on behalf of the
Company. It will be the responsibility of the Broker-Dealer the Company has
engaged to repurchase the Company's stock to ensure the legitimacy, legality,
and compliance of the transaction with the guidelines stated in this Plan, as
well as any other securities regulations which may apply to such transaction.
TIME: No bid or purchase of stock until after a current independent bid is
reported in the Electronic Bulletin Board NASDAQ System.
PRICE: Purchase price may not be above lowest current independent offer
inclusive of any commissions paid to a Broker or Dealer.
AMOUNT: The amount purchased on any particular day, together with purchases
made through Broker-Dealers during the preceding five business days, may not
exceed 1/20th of one percent (0.0005) of the outstanding shares, exclusive of
shares owned by affiliates.
BLOCK PURCHASES:
In addition to the regular daily amount, the Company may repurchase "blocks" in
the market. A single purchase qualifies as a block by meeting either the
volume test or the price test, whichever is more favorable. Broker-Dealers
may not accumulate or sell short to "create" a block. It will be the
responsibility of the Broker-Dealer the Company has engaged to repurchase the
Company's stock to ensure the legitimacy, legality, and compliance of the
transaction with the guidelines stated in this Plan, as well as any other
securities regulations which may apply to such transaction.
VOLUME TEST: A minimum of 20 round lots and 1/10th of one percent (.001) of the
outstanding shares, exclusive of shares owned by affiliates.
or
PRICE TEST: At least: (1) $200,000 or (2) 5,000 shares; and a total price of at
least $50,000. (Therefore, if the share price is less than $10, a Block would
be $50,000 or more.)
PRICE: Purchase price may not be above lowest current independent offer
inclusive of any commissions paid to a Broker or Dealer.
DISCLOSURE: Officers of the Company are directed to make the appropriate and
timely disclosures of the above, including press releases as well as Form 8-K
Report. Such disclosures shall be made as of the approval of such Stock
Repurchase Plan, as well as reporting the progress of the Plan.
