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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported: DECEMBER 10, 1999
INSIGNIA SOLUTIONS PLC
(Exact name of registrant as specified in this charter)
ENGLAND AND WALES
(State or Other Jurisdiction of Incorporation)
0-27012 NOT APPLICABLE
(Commission File Number) (I.R.S. Employer Identification Number)
41300 CHRISTY STREET, FREMONT, CALIFORNIA 94538 UNITED STATES OF AMERICA
THE MERCURY CENTRE, WYCOMBE LANE, HIGH WYCOMBE, BUCKS HP10 0HH UNITED KINGDOM
(Address of principal executive offices) (Zip Code)
(510) 360-3700
(44) 1628-539500
(Registrant's Telephone Numbers, Including Area Code)
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ITEM 5. OTHER EVENTS
This Amendment No. 1 to Current Report on Form 8-K is filed to amend
the disclosure under this item contained in Insignia's Form 8-K filed with
the Commission on December 15, 1999.
On December 9, 1999, Insignia Solutions closed a private placement
under a Securities Purchase Agreement dated December 9, 1999 with Castle
Creek Technology Partners LLC and a Securities Purchase Agreement of the same
date with four other investors consisting of two members of the board of
directors and two other individuals. These five investors purchased, at a per
share price of $4.23, a total of 1,063,515 American Depositary Shares (ADSs),
each representing one ordinary share, 20 pence par value per share. Insignia
also issued warrants to the purchasers to purchase a total of 319,054 ADSs at
a price of $5.29 per share. The warrants expire on December 9, 2004. In
addition, Insignia issued to the purchasers warrants to purchase additional
ADSs, at par value, if the market price of the ADSs on certain dates within
the twelve months following the closing is lower than the market price of the
ADSs on the date of the closing, which was December 9, 1999.
Insignia has also agreed to register the ADSs, including the ADSs
issuable upon exercise of the warrants, under the Securities Act of 1933 for
resale by the purchasers. The Registration Rights Agreement entered into
under the Securities Purchase Agreements provides that Insignia must file the
registration statement with the Securities and Exchange Commission by no
later than 30 days after the closing.
A copy of each Securities Purchase Agreement, Warrant and
Registration Rights Agreement was filed as an Exhibit to the Report filed on
December 15, 1999. These documents are incorporated herein by this reference.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits. The following exhibits are filed herewith:
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
<C> <S>
4.05* Registration Rights Agreement dated as of December 9, 1999,
between Insignia Solutions plc and Castle Creek Technology
Partners LLC.
4.06* ADSs Purchase Warrant issued to Castle Creek Technology
Partners LLC dated December 9, 1999.
4.07* ADSs Purchase Reset Warrant issued to Castle Creek
Technology Partners LLC dated December 9, 1999.
4.08* Registration Rights Agreement dated as of December 9, 1999,
between Insignia Solutions plc and the Purchasers named
therein.
4.09* ADSs Purchase Warrant issued to the Purchasers dated
December 9, 1999.
4.10* ADSs Purchase Reset Warrant issued to the Purchasers
dated December 9, 1999.
10.50* Securities Purchase Agreement dated as of December 9, 1999,
between Insignia Solutions plc and Castle Creek Technology
Partners LLC.
10.51* Securities Purchase Agreement dated as of December 9, 1999,
between Insignia Solutions plc and the Purchasers named
therein.
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* Filed with the Current Report on Form 8-K on December 15, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this amendment to Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated: January 10, 2000 Insignia Solutions plc
By: /s/ STEPHEN M. AMBLER
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Stephen M. Ambler,
Senior Vice President and Chief
Financial Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
<C> <S>
4.05* Registration Rights Agreement dated as of December 9, 1999,
between Insignia Solutions plc and Castle Creek Technology
Partners LLC.
4.06* ADSs Purchase Warrant issued to Castle Creek Technology
Partners LLC dated December 9, 1999.
4.07* ADSs Purchase Reset Warrant issued to Castle Creek
Technology Partners LLC dated December 9, 1999.
4.08* Registration Rights Agreement dated as of December 9, 1999,
between Insignia Solutions plc and the Purchasers named
therein.
4.09* ADSs Purchase Warrant issued to the Purchasers dated
December 9, 1999.
4.10* ADSs Purchase Reset Warrant issued to the Purchasers
dated December 9, 1999.
10.50* Securities Purchase Agreement dated as of December 9, 1999,
between Insignia Solutions plc and Castle Creek Technology
Partners LLC.
10.51* Securities Purchase Agreement dated as of December 9, 1999,
between Insignia Solutions plc and the Purchasers named
therein.
</TABLE>
* Filed with the Current Report on Form 8-K on December 15, 1999.
