September 6, 2005
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Perry Hinden
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Re:
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Insignia Solutions plc (the Company) |
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Registration Statement on Form S-3, File No. 333-121299 |
Ladies and Gentlemen:
Pursuant to Rule 477 of the Securities Act of 1933, as amended (the Securities Act), we
hereby request the withdrawal of the Companys registration statement on Form S-3, together with
all exhibits and amendments thereto (the Registration Statement), which was initially filed with
the Securities and Exchange Commission on December 15, 2004 and was subsequently amended.
The Company desires to withdraw the Registration Statement because it is not eligible to use a
Form S-3 at this time due to a late filing of a required amendment to a current report on Form 8-K
to include financial statements of a business that the Company acquired in March 2005, and the
Company plans to file a registration statement on Form S-1 that includes the shares that had been
included in the Registration Statement. No securities have been sold pursuant to the Registration
Statement and all activity in connection with the Registration Statement has been discontinued.
Accordingly, we request an order granting the withdrawal of the Registration Statement to be issued
by the Securities and Exchange Commission as soon as possible.
Should the Staff have any comments or questions regarding the foregoing, please contact David
Michaels of Fenwick & West LLP at (415) 875-2455, or, in his absence, Sylvia Barboza of Fenwick &
West LLP at (650) 335-7107. Please provide a copy of the order granting the withdrawal of the
Registration Statement to Sylvia Barboza, Fenwick & West LLP, 801 California Street, Mountain View,
CA 94041, facsimile no. (650) 938-5200.
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Very truly yours,
Insignia Solutions plc
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/s/ Roger D. Friedberger
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Roger D. Friedberger |
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Interim Chief Financial Officer |
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