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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 29, 2000
INSIGNIA SOLUTIONS PLC
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ENGLAND AND WALES
(STATE OF OTHER JURISDICTION OF INCORPORATION)
0-27012 NOT APPLICABLE
(Commission File Number) (I.R.S. employer
identification number)
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41300 CHRISTY STREET INSIGNIA HOUSE
FREMONT THE MERCURY CENTRE
CALIFORNIA 94538-3115 WYCOMBE LANE, WOOBURN GREEN
UNITED STATES OF AMERICA HIGH WYCOMBE, BUCKS HP10 0HH
UNITED KINGDOM
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND PRINCIPAL PLACES OF BUSINESS)
(510) 360-3700
(44) 1628-539500
(REGISTRANT'S TELEPHONE NUMBERS, INCLUDING AREA CODE)
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ITEM 5--OTHER EVENTS
On November 24, 2000, Insignia Solutions plc (the "Company") closed
a private placement of 3,600,000 of the Company's units to 23 accredited
investors at the purchase price of $5.00 per unit (the "Private Placement").
Each unit consisted of one American depositary share ("ADS"), representing
one ordinary share, nominal value 20 pence per share, of the Company, and a
warrant (the "Warrants") to purchase 0.5 ADS at an exercise price equal to
the lower of $6.00 per share and a 10% discount of the average closing sale
price of the Company's ADSs for the 10 trading days ending on the day
preceding the day the Company is informed of an intent to exercise. The
investors included several institutional investors, a director of the company
and members of his family, and strategic investors, Sun Microsystems, Inc.
and BSQUARE Corporation. The Warrants expire on November 24, 2003. However,
subject to certain conditions, if the closing sale price of the ADSs quoted
on the Nasdaq National Market System exceeds $9.00 per share for any thirty
(30) consecutive trading days, the Company may cancel the Warrants upon sixty
(60) days prior written notice.
As compensation for the Private Placement, the Company (i) issued
five-year warrants ("Placement Agent Warrant") to purchase 225,000 shares of
the Company's ADSs at an exercise price of $5.00 per share, and (ii) paid a
cash compensation equal to six percent (6%) of the gross proceeds received by
the Company in the Private Placement, to Jefferies & Company, Inc., the
placement agent (the "Placement Agent").
Pursuant to the Subscription Agreements between the Company and each
of the investors, dated November 22, 2000 (the "Subscription Agreement"), and
the Warrant Agreement between the Company and the Placement Agent, dated
November 24, 2000 (the "Warrant Agreement"), the Company has also agreed to
register the ADSs, including the ADSs issuable upon exercise of the Warrants
and the Placement Agent Warrants, under the Securities Act of 1933, as
amended, for the resale by the investors and the Placement Agent. The Company
has agreed to file the registration statement with the Securities and
Exchange Commission (the "SEC") by no later than 10 days after the closing.
In the event the registration statement is not declared effective by the SEC
by February 22, 2001, the Company shall issue to the investors for payment of
the nominal value, 0.07 ADS for each unit purchased in the Private Placement.
In addition, the Company shall issue to the investors for payment of the
nominal value 0.02 ADS for each unit purchased in the Private Placement for
each month thereafter until the registration statement is declared effective
by the SEC.
A form of the Subscription Agreement and Warrants and the Warrant
Agreement and the Placement Agent Warrant are filed as Exhibits to this
Report. These documents are incorporated herein by this reference.
ITEM 7--FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
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(c) Exhibits.
The following exhibits are filed as part of this Report:
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<CAPTION>
<S> <C>
EXHIBIT
NUMBER EXHIBIT TITLE
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4.11 --Form of ADSs Purchase Warrant issued to the Investors in the Private
Placement
4.12 --ADSs Purchase Warrant issued to Jefferies & Company, Inc., dated November
24, 2000
10.52 --Form of Subscription Agreement for the Purchase of units by the
investors in the Private Placement
10.53 --Warrant Agreement, dated as of November 24, 2000, between Insignia
Solutions plc and Jefferies & Company, Inc.
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Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated: November 29, 2000 Insignia Solutions plc
By: /s/ Stephen M. Ambler
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Stephen M. Ambler
Senior Vice President, Chief
Financial Officer and Secretary
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INDEX TO EXHBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
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<S> <C>
4.11 --Form of ADSs Purchase Warrant issued to the Investors in the Private
Placement
4.12 --ADSs Purchase Warrant issued to Jefferies & Company, Inc., dated November
24, 2000
10.52 --Form of Subscription Agreement for the Purchase of units by the
investors in the Private Placement
10.53 --Warrant Agreement, dated as of November 24, 2000, between Insignia
Solutions plc and Jefferies & Company, Inc.
</TABLE>
