UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

November 1227, 2015

Planar Systems, Inc.

(Exact name of registrant as specified in its charter)

Oregon

0-23018

93-0835396

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1195 NW Compton Drive

Beaverton, Oregon 97006

(Address of principal executive offices, including zip code)

(503) 748-1100

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

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):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Introductory ~~5.07~~Note ~~Submission of Matters to a Vote of Security Holders.~~

~~Planar~~Effective ~~Systems, Inc. (the “Company”) held a Special Meeting of Shareholders on~~ November 1227, 2015 (the “~~Special~~Effective ~~Meeting~~Time”)~~. At the Special Meeting~~, ~~the~~pursuant ~~Company’s~~to ~~shareholders approved~~ the ~~previously announced~~ Agreement and Plan of Merger, dated as of August 12, 2015 (the “~~merger~~Merger ~~agreement~~Agreement”), among Planar Systems, Inc. (the “Company”), Leyard American Corporation (“Parent”), Leopard Acquisition Corporation (“Merger Sub”), and Leyard Optoelectronic Co., Ltd. ~~(“Guarantor”)~~, ~~pursuant~~following the tocompletion ~~which Merger Sub will, upon satisfaction or waiver~~ of ~~certain~~the ~~conditions,~~merger becontemplated ~~merged~~thereby ~~with and into~~ (the ~~Company~~“Merger”), ~~and~~ the Company ~~will~~became ~~survive the merger as~~ a wholly owned subsidiary of Parent ~~(the “merger,” and collectively with the merger agreement, the “merger proposal”)~~.

~~The~~Item Company’s shareholders also approved, on a non-binding, advisory basis, certain compensation that will or may be paid by the Company to its named executive officers that is based on or otherwise relates to the merger (the “named executive officer merger-related compensation proposal”)2.01. ~~The~~Completion ~~Company’s shareholders also voted to approve the adjournment~~ of ~~the~~Acquisition ~~Special Meeting, if necessary~~ or ~~appropriate,~~Disposition ~~for the purpose~~ of soliciting additional votes for the approval of the merger proposal (the “adjournment proposal”). Adjournment of the Special Meeting was not necessary because there were sufficient votes at the time of the Special Meeting to approve the merger proposal. Assets

AtPursuant to the ~~Special~~terms ~~Meeting~~of the Merger Agreement, ~~holders~~at the Effective Time, by virtue of the 17Merger and without any action on the part of any shareholder,~~087,071~~ ~~shares~~each share of the Company’s common stock, no par value, issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive $6.58 ~~which~~in ~~represents~~cash, 74without interest (the “Merger Consideration”).~~73%~~ Upon the Effective Time, holders of the ~~outstanding~~Company’s ~~shares~~common ~~entitled~~stock immediately prior to ~~vote~~the asEffective ofTime ~~the~~ceased ~~record~~to ~~date~~have any rights as shareholders of ~~October 1,~~the ~~2015,~~Company ~~were~~(other ~~represented~~than intheir right ~~person~~to orreceive bythe ~~proxy~~Merger Consideration).

~~The~~Pursuant ~~final~~to ~~voting~~the ~~results~~Merger ~~for~~Agreement, ~~each~~at ~~proposal~~the Effective Time, each outstanding option to purchase one share of ~~which~~the isCompany’s ~~described~~common instock ~~greater~~was ~~detail~~cancelled and the holder thereof became entitled to receive a payment in cash, without interest, equal to the ~~Company’s~~product ~~definitive~~of ~~proxy~~the ~~statement~~number ~~filed~~of ~~with~~shares subject to such option and the excess, if any, of the ~~Securities~~Merger Consideration over the exercise price of the option. In addition, pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding restricted stock unit award and ~~Exchange~~each ~~Commission~~share onof ~~October 9~~common stock subject to forfeiture became fully vested (and any performance-based vesting conditions were eliminated) with respect to the maximum number of shares underlying such award and the grantee thereof became entitled to receive, ~~2015~~as soon as reasonably practicable, ~~follow~~an ~~below:~~amount in cash equal to the Merger Consideration for each share covered by such award.

~~Proposal~~The 1:foregoing description of the Merger ~~proposal:~~and the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference. The information included in Item 5.01 is incorporated by reference herein.

For		Against		Abstain		Broker Non-Votes
16,397,077		638,876		51,118		0

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

~~Proposal~~(d) 2:In ~~Named~~connection ~~executive~~with ~~officer~~the ~~merger-related~~completion ~~compensation~~of ~~proposal:~~the Merger on November 27, 2015, the Company notified the NASDAQ Global Market (“NASDAQ”) of the effectiveness of the Merger. In addition, the Company requested that NASDAQ file a notification of removal from listing on Form 25 with the Securities and Exchange Commission (the “SEC”) with respect to the common stock of the Company and suspend trading of the Company’s common stock on NASDAQ. As a result, trading in shares of the Company’s common stock on the NASDAQ was suspended as of the close of business on November 27, 2015.

For		Against		Abstain		Broker Non-Votes
9,768,593		7,138,189		180,289		0

Item 3.03. Material Modification to Rights of Security Holders

~~Proposal~~The information contained in Item 2.01 and Item 3:.01 ~~Adjournment~~is ~~proposal:~~incorporated into this Item 3.03 by reference.

For		Against		Abstain		Broker Non-Votes
16,066,843		832,426		187,802		0

Item 5.01. Changes in Control of Registrant

~~Forward-Looking~~As ~~Statements~~a result of the Merger, a change of control of the Company occurred and the Company became a wholly owned subsidiary of Parent.

~~This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.~~ The ~~forward-looking~~ ~~statements,~~information ~~which~~contained ~~include~~in the expected completion of the proposed merger between the Company and Parent, may be identified by the inclusion of words such as “expects,” “plans” and variations of such words and other similar expressions, and are based on current expectations, estimates, assumptions and projections that are subject to change, and actual results may differ materially from the forward-looking statementsItem 2.01 Many factors, including the following, could cause actual results to differ materially from the forward-looking statements: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the inability to complete the proposed merger due to the failure to satisfy conditions to completion of the proposed merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; and ~~other risks and uncertainties described under “~~Item 1A 5.02 ~~Risk~~below ~~Factors”~~is inincorporated ~~the~~into ~~Company’s~~this ~~Quarterly Report on Form 10-Q for the fiscal quarter ended June~~Item ~~26, 2015~~5.01 ~~Readers~~by ~~are~~reference.

~~cautioned~~Item ~~not~~5.02. toDeparture ~~place~~of ~~undue~~Directors ~~reliance on forward-looking statements because actual results may differ materially from those expressed in,~~ or ~~implied~~Certain ~~by,~~Officers; ~~the~~Election ~~statements. Any forward-looking statement that the Company makes speaks only as~~ of ~~the~~Directors; ~~date~~Appointment of ~~such~~Certain ~~statement,~~Officers; ~~and~~Compensatory ~~the~~Arrangements ~~Company undertakes no obligation to update any forward-looking statements, whether as a result~~ of ~~new~~Certain ~~information, future events or otherwise~~Officers.

~~SIGNATURE~~Effective as of the Effective Time, the directors of Merger Sub became the directors of the Company, and all of the former members of the Company’s Board of Directors ceased to be directors of the Company. This change was not a result of any disagreements between the Company and the directors on any matter relating to the Company’s operations, policies or practices.

~~Pursuant~~Item to5.03. ~~the~~Amendments ~~requirements~~to ofArticles ~~the Securities Exchange Act~~ of ~~1934,~~Incorporation ~~the~~or ~~registrant~~Bylaws; ~~has~~Change ~~duly~~in ~~caused~~Fiscal ~~this report to be signed on its behalf by the undersigned hereunto duly authorized~~Year.

~~PLANAR~~On ~~SYSTEMS~~November 27, ~~INC.~~2015, ~~(Registrant)~~in ~~By:~~connection ~~/s/~~with ~~Stephen~~the M.Merger, ~~Going~~the ~~Stephen~~Amended M.and ~~Going~~Restated ~~Senior~~Articles ~~Vice~~of ~~President,~~Incorporation ~~General~~of ~~Counsel~~the Company and ~~Secretary~~the Second Restated Bylaws of the Company were each amended in their entirety and as so amended became the Amended and Restated Articles of Incorporation of the Company and the Amended and Restated Bylaws of the Company.

~~Date:~~Copies ~~November 12~~of the Amended and Restated Articles of Incorporation of the Company and the Amended and Restated Bylaws of the Company are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, ~~2015~~respectively, and are incorporated herein by reference.

Item 8.01 Other Events.

On November 27, 2015, the Company issued a press release announcing completion of the Merger. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The following exhibits are furnished as part of this report:


Exhibit		Description

2.1		Agreement and Plan of Merger, dated August 12, 2015, by and among Planar Systems, Inc., Leyard American Corporation, Leopard Acquisition Corporation and Leyard Optoelectronic Co., Ltd. (incorporated herein by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K filed with the SEC on August 13, 2015).

3.1		Amended and Restated Articles of Incorporation of Planar Systems, Inc.

3.2		Amended and Restated Bylaws of Planar Systems, Inc.

99.1		Press release of Planar Systems, Inc., dated November 27, 2015.

SIGNATURE

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.


PLANAR SYSTEMS, INC. (Registrant)

By:		/s/ Stephen M. Going
		Stephen M. Going
		Senior Vice President, General Counsel and Secretary

Date: December 2, 2015

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