SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Insignia System, Inc.
(Name of Issuer)
Common Stock, Par Value $0.01
(Title of Class of Securities)
45765Y 10 5
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 5 Pages
<PAGE>
CUSIP No. 917273 10 4 13G Page 2 of 5 Pages
1. NAME OF REPORTING PERSON G.L. Hoffman
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER 5. SOLE VOTING POWER 1,020,134
OF SHARES
BENEFICIALLY 6. SHARED VOTING POWER 0
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER 1,020,134
PERSON WITH
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,020,134
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.8%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1(a) Name of Issuer
Insignia Systems, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
10801 Red Circle Drive
Minnetonka, MN 55343
Item 2(a) Name of Person Filing:
G.L. Hoffman
Item 2(b) Address of Principal Business Office or, if none, residence:
10801 Red Circle Drive
Minnetonka, MN 55343
Item 2(c) Citizenship
U.S.A.
Item 2(d) Title of Class of Securities
Common Stock, $0.01 par value per share
Item 2(e) CUSIP No.
45765Y 10 5
Item 3 Not Applicable.
Item 4 Ownership
As of December 31, 1997, the ownership of Mr. Hoffman was as
follows:
Item 4(a) Amount Beneficially Owned - 1,020,134
Item 4(b) Percent of Class - 14.8%
Page 3 of 5 Pages
<PAGE>
Item 4(c) Of the shares owned by Mr. Hoffman, Mr. Hoffman has the power
to vote or dispose of the shares as follows:
(i) Sole power to vote or direct the vote - 1,020,134
(ii) Shared power to vote or to direct the vote - 0
(iii) Sole power to dispose or to direct the disposition
of - 1,020,134
(iv) Shared power to dispose or to direct the disposition
of - 0
Of the shares listed above as beneficially owned by Mr. Hoffman,
974,300 are outstanding shares which are directly owned and 45,834 are shares
deemed owned pursuant to options or warrants owned as of December 31, 1997 which
were exercisable within 60 days.
Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable.
Item 6 Ownership of More than Five Percent on Behalf of Another
Person:
Not Applicable.
Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent
Holding Company:
Not Applicable.
Item 8 Identification and Classification of Members of the Group:
Not Applicable.
Item 9 Notice of Dissolution of Group:
Not Applicable.
Item 10 Certification:
Not Applicable.
Page 4 of 5 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ G. L. Hoffman
_________________________________
G. L. Hoffman
February 10, 1998
Page 5 of 5 Pages
