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: MARCH 26, 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
On MARCH 26, 1996, the Company's Board of Directors authorized the
establishment of a plan for the repurchase of the Company's common stock.
Pursuant to 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 April 12, 1996, and may continue
through June 30, 1996. For more specific information regarding the stock
repurchase plan, reference is made to the Company's press release dated
APRIL 4, 1996, incorporated by reference and attached hereto as Exhibit
99.5, and the Plan for Stock Repurchase as approved by the Board of
Directors, incorporated by reference and attached hereto as Exhibit 99.6.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND
EXHIBITS.
Exhibit 99.5 - Press release issued APRIL 4, 1996.
Exhibit 99.6 --Plan for Stock Repurchase, as approved by the
Electronic Systems Technology, Inc. Board of
Directors.
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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.
TOM L. KIRCHNER
By: T.L. Kirchner
President
Date: MARCH 26, 1996
EXHIBIT 99.5 - PRESS RELEASE DATED APRIL 4, 1996
PRESS RELEASE
EST ANNOUNCES STOCK REPURCHASE PLAN
KENNEWICK, WASHINGTON --- April 4, 1996 --- Electronic Systems
Technology, Inc. (EST) (OTC: ELST), a manufacturer of wireless
communications hardware, today announced the commencement of a stock
repurchase plan to acquire the Company's common stock up to a total value
of $100,000 from open market purchases from brokers and dealers.
The Company's Board of Directors authorized the repurchase plan on March
26, 1996. Under the conditions of the plan, repurchases may commence as
soon as April 12, 1996, and may continue through June 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
shares 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 receive the United
States and Canadian patent for this technology.
Contact EST for more details.
www.esteem.com
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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 99.6 - PLAN FOR STOCK REPURCHASE.
STOCK REPURCHASE PLAN AS AUTHORIZED BY THE COMPANY BOARD OF DIRECTORS,
MARCH 26, 1996.
ELECTRONIC SYSTEMS TECHNOLOGY, INC.
PLAN FOR STOCK REPURCHASE
February 12, 1996
Pursuant to authorization granted to by the Electronic Systems
Technology, Inc. Board of Directors, on February 9, 1996, the following
plan to repurchase the Company's stock is being presented for approval.
It will be 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 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
June 30, 1996.
The stock repurchase transactions of the Company will be governed by the
following guidelines:
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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 $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 a
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.
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