As filed with the Securities and Exchange Commission on June 3, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
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.)
5025 Cheshire Lane
Plymouth, Minnesota 55446
(612) 392-6200
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive office)
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Scott F. Drill
President, Chief Executive Officer
Insignia Systems, Inc.
5025 Cheshire Lane
Plymouth, Minnesota 55446
(612) 392-6200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------
COPIES TO:
John Whisnant, Esq. Richard D. McNeil, Esq.
Chief Financial Officer Kristin L. Johnson, Esq.
Insignia Systems, Inc. Lindquist & Vennum P.L.L.P.
5025 Cheshire Lane 4200 IDS Center
Plymouth, Minnesota 55446 80 South Eighth Street
Telephone: (612) 392-6200 Minneapolis, Minnesota 55402
Telephone: (612) 371-3211
Approximate date of commencement of proposed sale to public: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earliest effective registration
statement for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box: [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================
Proposed Proposed
Maximum Maximum
Amount to be Offering Aggregate Amount of
Title of Each Class of Registered Price Offering Price Registration
Securities to be Registered Per Unit Fee
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value................. 75,000 $1.375(1) $103,125(1) $29
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</TABLE>
(1) Estimated solely for the purpose of determining the registration fee based
on the closing price of the Company's Common Stock on the Nasdaq SmallCap Market
on June 1, 1999 pursuant to Rule 457(c).
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES, AND IT IS NOT A SOLICITATION TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
PROSPECTUS
SUBJECT TO COMPLETION
JUNE 3, 1999
INSIGNIA SYSTEMS, INC.
75,000 SHARES OF
COMMON STOCK
These shares of our common stock are being sold by the three selling
shareholders listed on page 5, or their transferees, pledgees, donees or other
successors in interest. We will not receive any part of the proceeds from the
sale.
Our common stock is listed on the Nasdaq SmallCap Market under the
symbol "ISIG". The reported last sale price of the common stock on June 1, 1999,
was $1.375 per share.
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON
PAGE 3.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
JUNE __, 1999
<PAGE>
TABLE OF CONTENTS
PAGE
PROSPECTUS SUMMARY.............................................................2
RISK FACTORS...................................................................3
YEAR 2000 ISSUES...............................................................5
USE OF PROCEEDS................................................................5
SELLING SHAREHOLDERS...........................................................5
PLAN OF DISTRIBUTION...........................................................6
LEGAL MATTERS..................................................................6
EXPERTS ......................................................................6
INDEMNIFICATION................................................................6
WHERE YOU CAN FIND INFORMATION.................................................7
2
<PAGE>
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PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND FINANCIAL STATEMENTS APPEARING ELSEWHERE IN THIS PROSPECTUS AND
IN DOCUMENTS INCORPORATED HEREIN BY REFERENCE.
ABOUT INSIGNIA SYSTEMS
Insignia Systems markets software, services and supplies for production
of point-of-purchase signs by retailers. Our Stylus software is used by retail
stores to produce signs and posters by importing information from a computer
database and then electronically transmitting it to store-level printers. We
have recently developed and introduced a new service, called the Insignia
POPS(TM) program, in which we enter into agreements with manufacturers of brand
name consumer food products. These food manufacturers pay us to collect,
organize and format promotional messages and product clip-art provided by the
manufacturer. Insignia Systems combines this information with the store's logo,
designs, color and pricing information and produces point-of-purchase signs,
before forwarding the signs to the store. We pay the retailer a fee from the
food manufacturer's payment to us. The POPS(TM) program increases product sales
by the manufacturer and provides the retailer an additional revenue source.
Insignia Systems was incorporated in 1990 under the laws of the State
of Minnesota. Our principal executive offices are located at 5025 Cheshire Lane,
Plymouth, Minnesota 55446 and our telephone number is (612) 392-6200.
THE OFFERING
The selling shareholders are offering 75,000 shares of common stock. We
issued these shares to the selling shareholders under the terms of a settlement
agreement between Insignia Systems and Meta-4, Inc. on March 26, 1999. We are
registering the resale of these shares to permit the selling shareholders to
resell the shares in the public market.
Common stock offered by the selling shareholders.................... 75,000
Common stock outstanding as of June 1, 1999......................... 8,651,496
Nasdaq SmallCap Market Symbol....................................... ISIG
USE OF PROCEEDS
Insignia Systems will not receive any proceeds from the sale of the
common stock. See "Use of Proceeds."
RISK FACTORS
This offering involves certain investment risks. See "Risk Factors."
3
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<PAGE>
RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISKS BEFORE MAKING AN
INVESTMENT DECISION. THE RISKS DESCRIBED BELOW ARE NOT THE ONLY ONES THAT WE
FACE. OUR BUSINESS, OPERATING RESULTS OR FINANCIAL CONDITION COULD BE MATERIALLY
ADVERSELY AFFECTED BY ANY OF THE FOLLOWING RISKS. THE TRADING PRICE OF OUR
COMMON STOCK COULD DECLINE DUE TO ANY OF THESE RISKS, AND YOU MAY LOSE ALL OR
PART OF YOUR INVESTMENT. YOU SHOULD ALSO REFER TO THE OTHER INFORMATION INCLUDED
OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS, INCLUDING OUR FINANCIAL
STATEMENTS AND RELATED NOTES.
WE HAVE INCURRED OPERATING LOSSES IN EACH OF THE PAST FOUR YEARS.
Insignia Systems was incorporated in January 1990 and had an
accumulated deficit of ($13,029,958) as of March 31, 1999. For 1995, 1996, 1997,
1998 and the first three months of 1999 we experienced net losses of
($1,451,402), ($999,226), ($3,379,512), ($3,415,579) and ($259,731),
respectively. We anticipate that we will continue to experience losses through
the fourth quarter of 1999, and we can give no assurance that we will achieve
profitability thereafter.
OUR LIQUIDITY IS DEPENDENT UPON OUR LINE OF CREDIT AND ALL OF OUR ASSETS SECURE
OUR DEBT.
In September 1998, we amended our credit agreement with our asset based
lender to provide for a voluntary temporary suspension of our line of credit. We
anticipate, however, reinstating the line of credit in June 1999. Any and all
future indebtedness will be secured by a security interest in substantially all
of our assets and will be payable on demand. The credit line was also amended to
expire on approximately July 1, 2000. The lender has no obligation to make
additional advances to us, and all advances made must be supported by a
borrowing base of our accounts receivable and inventory. If the lender were to
demand repayment in full of our indebtedness to it, we would need to seek
replacement financing in order to avoid a substantial disruption of our business
and depletion of all our cash. We can give no assurance that such replacement
financing would be available, or that the terms on which it might be available
would be reasonable to us.
OUR RESULTS WILL DEPEND ON THE SUCCESS OF OUR INSIGNIA POPS PROGRAM.
In order to achieve and maintain profitability, our Insignia POPS
service program, which we introduced in early 1998, needs to achieve national
program status through a combination of use at approximately 3,500 retail
locations with 5 signs per cycle. In order to obtain participating manufacturers
and retailers at the rate we have anticipated, this service program must achieve
increases in food product sales that are comparable to the results to date. In
achieving these results, Insignia POPS will be competing for the marketing
expenditures of branded product manufacturers who use various forms of
point-of-purchase marketing methods, such as displays, coupons and in-store
samples. We can give no assurance that our Insignia POPS service will achieve
marketplace acceptance or profitability or that it will compete successfully
with these traditional marketing methods.
WE DEPEND SIGNIFICANTLY ON OUR SIGN CARD REVENUE.
We derive a significant portion of our revenue from the sale of the bar
coded sign cards required by the Impulse and SIGNright machines which we
formerly sold. If competitors are able to reproduce
4
<PAGE>
the barcode and successfully market sign cards bearing it or if a substantial
number of existing customers discontinue using the sign card, our revenue could
be materially adversely affected.
PRODUCTION OF OUR SIGN CARDS DEPENDS EXCLUSIVELY ON A SINGLE SOURCE.
The thermal paper we use in our sign cards is purchased exclusively
from one supplier. While we believes that an alternative supplier would be
available if necessary, any disruption in the relationship with or deliveries by
the current supplier could have a serious adverse effect on our results.
WE MAY NOT BE ABLE TO MAINTAIN OUR ELIGIBILITY FOR THE NASDAQ SMALLCAP MARKET
In order for our common stock to continue to be traded on the Nasdaq
SmallCap Market, we must maintain at least $2 million of "net tangible assets"
(defined as the book value of total assets, minus intangible assets, minus all
liabilities), have a bid price for our common stock of at least $1 per share,
have a public float of 500,000 shares, and meet certain other criteria. We can
give no assurance that we will be able to maintain continued eligibility for
inclusion on the Nasdaq SmallCap Market, and loss of eligibility would impair
the marketability of our common stock.
THIS PROSPECTUS CONTAINS AND INCORPORATES BY REFERENCE CERTAIN
FORWARD-LOOKING STATEMENTS BASED ON CURRENT EXPECTATIONS WHICH INVOLVE RISKS AND
UNCERTAINTIES. ACTUAL RESULTS AND THE TIMING OF CERTAIN EVENTS MAY DIFFER
MATERIALLY FROM THOSE PROJECTED IN SUCH FORWARD-LOOKING STATEMENTS DUE TO A
NUMBER OF RISK FACTORS, INCLUDING THOSE SET FORTH BELOW. WE HAVE TRIED, WHEREVER
POSSIBLE, TO IDENTIFY THESE FORWARD-LOOKING STATEMENTS BY USING WORDS SUCH AS
"BELIEVE," "ANTICIPATE," "ESTIMATE," "EXPECT" AND SIMILAR EXPRESSIONS. WE
UNDERTAKE NO OBLIGATION TO RELEASE PUBLICLY THE RESULTS OF ANY REVISIONS TO ANY
SUCH FORWARD-LOOKING STATEMENTS THAT MAY BE MADE TO REFLECT EVENTS OR
CIRCUMSTANCES AFTER THE DATE OF THIS PROSPECTUS OR TO REFLECT THE OCCURRENCE OF
UNANTICIPATED EVENTS.
5
<PAGE>
YEAR 2000 ISSUES
The Year 2000 issue is the result of computer programs being written
using two digits rather than four to define the applicable year. Our computer
equipment, software, devices and products with imbedded technology that are
time-sensitive may recognize a date using "00" as the year 1900 rather than the
year 2000. This could result in a system failure or miscalculations causing
disruptions of operations, including, among other things, a shut down in our
manufacturing operations, a temporary inability to process transactions, send
invoices or engage in similar normal business activities. A detailed description
of our Year 2000 State of Readiness, Costs to address the Year 2000 issue, Risks
of the Year 2000 issue and our Contingency Plans are contained in our Form 10-K
for the fiscal year ended December 31, 1998.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares offered in
this prospectus by the selling shareholders.
SELLING SHAREHOLDERS
The following table sets forth certain information with respect to the
beneficial ownership of Insignia common stock by the selling shareholders as of
June 1, 1999:
<TABLE>
<CAPTION>
Common Stock Number of
Beneficially Shares of Owned After
Owned Prior to Common Stock Offering(1)(2)
Selling Shareholder Offering Offered(1) Number Percent
------------------- -------- ---------- ------ -------
<S> <C> <C> <C> <C>
Meta-4, Inc. 50,000 50,000 0 *
Bruce A. Rasmussen & Assoc., Ltd. 14,375 14,375 0 *
Catherine J. Donohoo 10,625 10,625 0 *
TOTAL SHARES OFFERED 75,000
</TABLE>
- ---------------------------
* Less than 1%.
(1) Represents the maximum number of shares that may be sold by each
selling shareholder pursuant to this Prospectus; provided, however,
that pursuant to Rule 416 under the Securities Act of 1933, as amended,
the Registration Statement of which this Prospectus is a part shall
also cover any additional shares of common stock which become issuable
in connection with the shares registered for sale hereby by reason of
(i) any stock dividend, stock split, recapitalization or other
transaction effected without the receipt of consideration which results
in an increase in the Company's number of outstanding shares of common
stock. In the event Rule 416 is not available, the Company is obligated
to register such additional shares of common stock.
(2) Assumes the sale of all shares offered hereby to unaffiliated third
parties. The selling shareholders may sell all or part of their
respective shares.
6
<PAGE>
PLAN OF DISTRIBUTION
The selling shareholders may offer their shares at various times in one
or more of the following transactions:
* on the Nasdaq SmallCap Market, where our common stock is listed;
* in the over-the-counter market;
* in transactions other than on such exchanges or in the over-the-counter
market;
* in connection with short sales of the shares;
* by pledge to secure debts and other obligations;
* in connection with the writing of non-traded and call options, in hedge
transactions and in settlement of other transactions in standardized or
over-the-counter options; or
* in a combination of any of the above transactions.
The selling shareholders may sell their shares at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices or at fixed prices.
The selling shareholders may use broker-dealers to sell their shares.
If this happens, broker-dealers will either receive discounts or commissions
from the selling shareholders, or they will receive commissions from purchasers
of shares for whom they acted as agents.
LEGAL MATTERS
Our outside general counsel, Lindquist & Vennum P.L.L.P. of
Minneapolis, Minnesota, will issue an opinion about the legality of the shares
for us and the selling shareholders.
EXPERTS
The financial statements and schedule of Insignia Systems, Inc.
incorporated by reference in this registration statement have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report, and are
incorporated by reference herein in reliance upon such report given upon the
authority of said firm as experts in accounting and auditing.
INDEMNIFICATION
Minnesota law and our Articles of Incorporation eliminate or limit
certain liabilities of our directors. Minnesota law and our Bylaws require us to
indemnify our directors, officers and employees in certain instances. Insofar as
exculpation of, or indemnification for, liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling
Insignia Systems pursuant to the foregoing provisions, we have been informed
that in the opinion of the Securities and Exchange Commission such exculpation
or indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
7
<PAGE>
WHERE YOU CAN FIND INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference rooms in Washington, DC, New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
from the SEC's website at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information that we file
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until the selling shareholders sell all the shares. This
prospectus is part of a registration statement we filed with the SEC
(Registration No. 333-________).
* Annual Report on Form 10-K for the fiscal year ended December 31, 1998;
* Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
1999;
* Proxy Statement dated April 12, 1999 for the 1999 Annual Meeting of
shareholders on May 20, 1999;
* The description of our common stock contained in our Registration
Statement on Form S-18 (No. 33-40765-C).
You may request a copy of these filings, at no cost, by writing or telephoning
us at the following address:
John Whisnant
Insignia Systems, Inc.
5025 Cheshire Lane
Plymouth, MN 55446
(612) 392-6200
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. The selling shareholders will
not make an offer of these shares in any state where the offer is not permitted.
You should not assume that the information in this prospectus or any supplement
is accurate as of any date other than the date on the front of those documents.
8
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14: OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*
SEC registration fee ............................... $ 29
Nasdaq listing fee.................................. 1,000
Accounting fees and expenses........................ 1,500
Legal fees and expenses............................. 5,000
Printing expenses................................... 0
Blue Sky fees and expenses.......................... 0
Transfer agent and registrar fees................... 500
Miscellaneous....................................... 471
---------
Total .............................................. $ 8,500
=========
- ------------------
*Except for the SEC registration fee and Nasdaq listing fee, all of the
foregoing expenses have been estimated.
ITEM 15: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 302A.521 of Minnesota Statutes requires the Registrant to
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 with respect to
the Registrant, against judgments, penalties, fines, including reasonable
expenses, if such 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 statutory procedure has been
followed in the case of any conflict of interest by a director; (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 person's
performance in the official capacity of director or, for a person not a
director, in the official capacity of officer, committee member or employee,
reasonably believed that the conduct was in the best interests of the
Registrant, or, in the case of performance by a director, officer or employee of
the Registrant as a director, officer, partner, trustee, employee or agent of
another organization or employee benefit plan, reasonably believed that the
conduct was not opposed to the best interests of the Registrant. In addition,
Section 302A.521, subd. 3, requires payment by the Registrant, upon written
request, of reasonable expenses in advance of final disposition in certain
instances. A decision as to required indemnification is made by a disinterested
majority of the Board of Directors present at a meeting at which a disinterested
quorum is present, or by a designated committee of the Board, by special legal
counsel, by the shareholders or by a court. The Registrant's Bylaws provide for
indemnification of officers, directors, employees, and agents to the fullest
extent provided by Section 302A.521.
II-1
<PAGE>
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act") may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the provisions
referenced in Item 15 of this Registration Statement 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
Securities 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 in
connection with the securities being registered hereunder, 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
Securities Act and will be governed by the final adjudication of such issue.
ITEM 16. EXHIBITS
Exhibit No. Description
- ----------- -----------
5.1 Opinion and Consent of Lindquist & Vennum P.L.L.P., counsel to
the Company
23.1 Consent of Ernst & Young, LLP, independent public accountants
23.2 Consent of Lindquist & Vennum P.L.L.P. (see Exhibit 5.1 above)
24 Powers of Attorney (included on signature page hereof)
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes, in accordance with Item
512 of Regulation S-K:
(a) (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement 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;
(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;
(b) 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 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; and
II-2
<PAGE>
(e) To deliver or cause to be delivered with the Prospectus, to each
person to whom the Prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the Prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 and Rule 14c-3
under the Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X is not set
forth in the Prospectus, to deliver, or cause to be delivered to each person to
whom the Prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the Prospectus to provide such interim
financial information.
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 in connection 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.
(i) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of Prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a form
of Prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of Prospectus
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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing a Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Plymouth, State of Minnesota, on the 1st day of June,
1999.
INSIGNIA SYSTEMS, INC.
By /s/ Scott F. Drill
--------------------------------
Scott F. Drill, President and
Chief Executive Officer
POWER OF ATTORNEY
The undersigned officers and directors of Insignia Systems, Inc. hereby
constitute and appoint G.L. Hoffman 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 or all amendments to this
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
such person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on June 1, 1999
in the capacities indicated.
Signature Title
--------- -----
/s/ G.L. Hoffman Chairman and Secretary
- ----------------------------
G.L. Hoffman
/s/ Scott F. Drill President, Chief Executive
- ---------------------------- Officer and Director (principal executive
Scott F. Drill officer)
/s/ John R. Whisnant Vice President, Finance (principal financial
- ---------------------------- and accounting officer)
John R. Whisnant
/s/ Gary L. Vars Executive Vice President and Director
- ----------------------------
Gary L. Vars
/s/ Donald E. Schultz Director
- ----------------------------
Donald E. Schultz
/s/ Erwin A. Kelen Director
- ----------------------------
Erwin A. Kelen
<PAGE>
/s/ Gordon F. Stofer Director
- ----------------------------
Gordon F. Stofer
/s/ Frank D. Trestman Director
- ----------------------------
Frank D. Trestman
[LINDQUIST & VENNUM P.L.L.P. LETTERHEAD]
Exhibit 5.1
June 1, 1999
Insignia Systems, Inc.
5025 Cheshire Lane
Plymouth, MN 55446
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-3 filed by
Insignia Systems,, Inc. with the Securities and Exchange Commission, relating to
a public offering of up to 75,000 shares of common stock, no par value, to be
offered and sold by certain selling shareholders (as defined therein), please be
advised that as counsel to the Company, upon examination of such corporate
documents and records as we have deemed necessary or advisable for the purposes
of this opinion, it is our opinion that:
1. The Company is a validly existing corporation in good standing under
the laws of the State of Minnesota.
2. The shares of common stock being offered by the selling shareholders
are duly authorized, legally and validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to our firm under the heading
"Legal Matters" in the Prospectus comprising a part of the Registration
Statement.
Very truly yours,
/s/ Lindquist & Vennum PLLP
LINDQUIST & VENNUM P.L.L.P.
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Insignia Systems,
Inc. for the registration of 75,000 shares of its Common Stock and to the
incorporation by reference therein of our report dated February 5, 1999, with
respect to the financial statements and financial statement schedule of Insignia
Systems, Inc. included in its Annual Report (Form 10-K) for the year ended
December 31, 1998, filed with the Securities and Exchange Commission.
Minneapolis, Minnesota
June 3, 1999
