UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
Date of Report:
December 1, 2004
INSIGNIA SYSTEMS, INC.
(Exact name of registrant as specified in its chapter)
| Minnesota | 1-13471 | 41-1656308 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 6470 Sycamore Court North, Maple Grove, Minnesota | 55369 | |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code | (763) 392-6200 | |
| (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: |
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On December 1, 2004, the Company entered into a Purchase Agreement with a group of investors for the sale of 2,490,000 shares of its Common Stock in a private placement at a price of $1.00 per share. The Company expects to close the transaction on Friday, December 3, 2004.
| The investors are: | Bear Stearns Securities Corp. Inc., FBO J. Steven Emerson Roth IRA
G. Tyler Runnels or Jasmine Niklas Runnels TTEES The Runnels Family Trust dtd 1-11-2000 High Tide, LLC JMG Capital Partners, LP JMG Triton Offshore Fund, Ltd. Bristol Investment Fund, Ltd. Potomac Capital Partners, LP Pleiades Investment Partners-R, L.P. Potomac Capital International Ltd. Hammond Holdings, LLC |
In accordance with the terms of the Registration Rights Agreement entered into by the Company and the investors in connection with this financing, the Company has agreed to register the shares to be sold to the investors for resale under the Securities Act of 1933.
| (c) | Exhibits |
| 4.1 | Purchase Agreement, dated December 1, 2004, between the Company and investors |
| 4.2 | Registration Rights Agreement, dated December 1, 2004, between the Company and investors |
| 4.3 | Escrow Agreement, dated December 1, 2004, between the Company and investors |
| 99.1 | Press release dated December 1, 2004 |
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. | |
| (Registrant) | |
| Date: December 2, 2004 | By /s/ Scott F. Drill |
| Scott F. Drill, President and Chief Executive Officer |