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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
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):
August 28, 2003
INSIGNIA SYSTEMS, INC.
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(Exact name of registrant as specified in its chapter)
Minnesota 1-13471 41-1656308
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6470 Sycamore Court North, Maple Grove, Minnesota 55369
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (763) 392-6200
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) On August 28, 2003, the Audit Committee of the Board of Directors of
Insignia Systems, Inc. (the "Registrant") dismissed the Registrant's
current independent public accountants, Ernst & Young LLP ("E&Y"). This
dismissal followed the Audit Committee's decision to seek proposals from
other independent auditors to audit the Registrant's financial statements
for its fiscal year ending December 31, 2003.
The audit reports of E&Y on the financial statements of the Registrant as
of and for the last two fiscal years ended December 31, 2002 neither
contained any adverse opinion or disclaimer of opinion, nor were these
opinions qualified or modified as to uncertainty, audit scope or accounting
principles. During the Registrant's two most recent fiscal years ended
December 31, 2002, and during the subsequent interim period preceding the
replacement of E&Y, there was no disagreement between the Registrant and
E&Y on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which, if not resolved
to E&Y's satisfaction, would have caused E&Y to make reference to the
subject matter of the disagreement in connection with its reports. During
the two most recent years and the subsequent interim period through August
28, 2003, there were no reportable events (as described in Regulation S-K
Item 304 (a)(1)(v)).
(b) On August 28, 2003, the Board of Directors, pursuant to the recommendation
of the Audit Committee, approved the retention of Grant Thornton LLP
("Grant Thornton") as the Registrant's independent auditors with respect to
the audit of the Registrant's financial statements for its fiscal year
ending December 31, 2003.
During the Registrant's two most recent fiscal years ended December 31,
2002, and during the subsequent interim period preceding the replacement of
E&Y, the Registrant has not consulted with Grant Thornton regarding the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered
on the Registrant's financial statements.
The Registrant requested that E&Y furnish it with a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the above
statements made by the Registrant. A copy of that letter, dated September
3, 2003, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following exhibit is filed with this document:
Item Exhibit
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16.1 Letter from Ernst & Young LLP to the Securities and Exchange
Commission dated September 3, 2003.
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.
INSIGNIA SYSTEMS, INC.
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(Registrant)
Date: September 3, 2003
By /s/ Denni J. Lester
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(Denni J. Lester, Vice President, Finance
and Chief Financial Officer)
EXHIBIT INDEX
Item
Number Description
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16.1 Letter from Ernst & Young LLP to the Securities and Exchange
Commission dated September 3, 2003.