As filed with the Securities and Exchange Commission on January 6, 1998
Registration No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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INSIGNIA SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1656308
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10801 RED CIRCLE DRIVE
MINNETONKA, MN 55343
(Address of Principal Executive Offices and zip code)
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INSIGNIA SYSTEMS, INC.
1990 STOCK PLAN
(Full title of the Plan)
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G. L. Hoffman Copy to:
President
Insignia Systems, Inc. Richard D. McNeil
10801 Red Circle Drive Kristin L. Johnson
Minnetonka, MN 55343 Lindquist & Vennum P.L.L.P.
(612) 553-3200 4200 IDS Center
(Name, address, including zip code and 80 South Eighth Street
telephone number of agent for service) Minneapolis, MN 55402
(612) 371-3211
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share(1) Price(1) Fee
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Common Stock, 300,000 shares(2) $1.31(1) $393,750 $117
$.01 par value
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(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) and based upon the closing price of the
Company's Common Stock on the Nasdaq National Market System on January 2,
1998.
(2) 520,000 shares were registered on Form S-8 (No. 33-47003) on April 6,
1992, 100,000 shares were registered on Form S-8 (No. 33-92376) on May 16,
1995 and 300,000 shares are being registered herewith.
<PAGE>
INCORPORATION OF CONTENTS OF REGISTRATION STATEMENT
BY REFERENCE
A Registration Statement on Form S-8 (File No. 33-47003) was filed with
the Securities and Exchange Commission on April 6, 1992 covering the
registration of 520,000 shares initially authorized for issuance under the
Company's 1990 Stock Plan (the "Plan"). A Registration Statement on Form S-8
(File No. 33- 92376) was filed with the Securities and Exchange Commission on
May 16, 1995 covering the registration of an additional 100,000 shares
authorized for issuance under the Plan. Pursuant to General Instruction E of
Form S-8, this Registration Statement is being filed to register the additional
300,000 shares authorized under the Plan. An amendment to the Plan to increase
the number of shares under the Plan by 300,000 shares was authorized by the
Company's Board of Directors and was approved by the shareholders on May 9,
1996. This Registration Statement should also be considered a post-effective
amendment to the prior Registration Statements. The contents of the prior
Registration Statements are incorporated herein by reference.
PART I
Pursuant to the Note to Part I of Form S-8, the information required by
Items 1 and 2 of Form S-8 is not filed as a part of this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
are hereby incorporated by reference herein:
(a) The Annual Report of the Company on Form 10-K for the year ended
December 31, 1996.
(b) The Definitive Proxy Statement dated April 5, 1997 for the Annual
Meeting of Shareholders held on May 8, 1997.
(c) The Quarterly Reports of the Company on Form 10-Q for the quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997.
(d) The description of the Company's capital stock as set forth in the
Company's Form S-18 Registration Statement dated June 17, 1991 (File
No. 33-40765-C), including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company's Bylaws provide that the Company shall indemnify its
officers, directors, committee members and employees in accordance with, and to
the fullest extent permitted by, the provisions of the Minnesota Business
Corporation Act, as it may be amended from time to time.
Section 302A.521 of the Minnesota Business Corporation Act provides that a
corporation shall indemnify a person made or threatened to be made a party to a
proceeding by reason of the former or present official capacity of the person
against judgments, penalties, fines, including, without limitation, excise taxes
assessed against the person with respect to an employee benefit plan,
settlements, and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the proceeding, if,
with respect to the acts or omissions of the person complained of in the
proceeding, the person:
(1) Has not been indemnified by another organization or employee benefit
plan for the same judgments, penalties, fines, including, without
limitation, excise taxes assessed against the person with respect to
an employee benefit plan, settlements, and reasonable expenses,
including attorneys' fees and disbursements, incurred by the person
in connection with the proceeding with respect to the same acts or
omissions;
(2) Acted in good faith;
(3) Received no improper personal benefit and section 302A.255 (Director
Conflicts of Interest), if applicable, has been satisfied;
(4) In the case of a criminal proceeding, had no reasonable cause to
believe the conduct was unlawful; and
(5) In the case of acts or omissions occurring in the official capacity
described in subdivision 1, paragraph (c), clause (1) or (2),
reasonably believed that the conduct was in the best interests of
the corporation, or in the case of acts or omissions occurring in
the official capacity described in subdivision 1, paragraph (c),
clause (3), reasonably believed that the conduct was not opposed to
the best interests of the corporation. If the person's acts or
omissions complained of in the proceeding relate to conduct as a
director, officer, trustee, employee, or agent of an employee
benefit plan, the conduct is not considered to be opposed to the
best interests of the corporation if the person reasonably believed
that the conduct was in the best interests of the participants or
beneficiaries of the employee benefit plan.
Item 7. Exemption from Registration Claimed.
Not applicable.
<PAGE>
Item 8. Exhibits.
Exhibit
4.1 Insignia Systems, Inc. 1990 Stock Plan, as amended
5.1 Opinion of Lindquist & Vennum P.L.L.P.
23.1 Consent of Lindquist & Vennum (included in Exhibit 5.1)
23.2 Consent of Ernst & Young, LLP independent public accountants
24.1 Power of Attorney (set forth on the signature page hereof)
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represents a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
<PAGE>
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer, or controlling person of the registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person connected with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on December 31,
1997.
INSIGNIA SYSTEMS, INC.
By /s/ G.L. Hoffman
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G.L. Hoffman, President
POWER OF ATTORNEY
The undersigned officers and directors of Insignia Systems, Inc. hereby
constitute and appoint G.L. Hoffman and John Whisnant, or either of them, with
power to act one without the other, our true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for us and in our
stead, in any and all capacities to sign any and all amendments (including
post-effective amendments) to this Registration Statement and all documents
relating thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing necessary or advisable to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities indicated on the 31st day of December, 1997.
Signature Title
- --------- -----
/s/ G.L. Hoffman Chief Executive Officer and
- ----------------------- Secretary
G.L. Hoffman
/s/ John Whisnant Vice President of Finance and Chief Financial
- ----------------------- Officer (Principal Financial and Accounting
John Whisnant Officer)
/s/ Erwin Kelen Director
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Erwin Kelen
/s/ Donald E. Schultz Director
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Donald E. Schultz
/s/ Gordon Stofer Director
- -----------------------
Gordon Stofer
/s/ Frank Trestman Director
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Frank Trestman
Exhibit 5.1
January 5, 1998
Insignia Systems, Inc.
10801 Red Circle Drive
Minnetonka, MN 55343
Re: OPINION OF COUNSEL AS TO LEGALITY OF 300,000 SHARES OF COMMON STOCK
TO BE REGISTERED UNDER THE SECURITIES ACT OF 1933
Ladies and Gentlemen:
This opinion is furnished in connection with the registration under the
Securities Act of 1933 on Form S-8 of 300,000 shares of Common Stock, $.01 par
value, of Insignia Systems, Inc. (the "Company") offered to officers,
consultants and other key employees of the Company pursuant to the Insignia
Systems, Inc. 1990 Stock Plan (the "Plan"). These shares are in addition to the
620,000 shares offered pursuant to the Plan and registered on previous
Registration Statements on Form S-8 (File Nos. 33-47003 and 33-92376).
As counsel for the Company, we advise you that it is our opinion, based
on our familiarity with the affairs of the Company and upon our examination of
pertinent documents, that the 300,000 shares of Common Stock to be offered by
the Company under the Plan, will, when paid for and issued, be validly issued
and lawfully outstanding, fully paid and nonassessable shares of Common Stock of
the Company.
The undersigned hereby consents to the filing of this opinion with the
Securities and Exchange Commission as an Exhibit to the Registration Statement
with respect to said shares of Common Stock under the Securities Act of 1933.
Very truly yours,
LINDQUIST & VENNUM P.L.L.P.
/s/ Lindquist & Vennum P.L.L.P.
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 and the related Prospectus pertaining to the 1990 Stock Plan, as
amended, of Insignia Systems, Inc. of our report dated January 24, 1997 with
respect to the financial statements and schedules of Insignia Systems, Inc.
included and incorporated by reference in its Annual Report on Form 10-K for the
year ended December 31, 1996, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
December 30, 1997
