As filed with the Securities and Exchange Commission on July 13, 2000.
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Commission File No. 0-19380
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
Application for Withdrawal From Listing
of Securities Pursuant to Section 12(d) of
the Securities Act of 1934 and
Rule 12d2-2(d)
INSIGNIA SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1656308
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
SCOTT F. DRILL, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
INSIGNIA SYSTEMS, INC.
5025 CHESHIRE LANE NORTH
PLYMOUTH, MINNESOTA 55446
TELEPHONE: (763) 392-6200
(Address of Principal Executive Office and Zip Code)
Copies to:
CHRISTINE K. HANSEN
LINDQUIST & VENNUM P.L.L.P.
4200 IDS CENTER
80 SOUTH EIGHTH STREET
MINNEAPOLIS, MINNESOTA 55402
TELEPHONE: (612) 371-2413
FACSIMILE: (612) 371-3207
Securities to be Withdrawn
Pursuant to Section 12(d) of the Act:
COMMON STOCK
$.01 PAR VALUE PER SHARE PHILADELPHIA STOCK EXCHANGE
Title of each class to be withdrawn Name of Exchange from which class is
to be withdrawn
<PAGE>
Insignia Systems, Inc., a Minnesota corporation ("Insignia"), hereby
makes application pursuant to Section 12(d) of the Securities Exchange Act of
1934 (the "Exchange Act") and Rule 12d2-2(d) promulgated thereunder to withdraw
its Common Stock, $.01 par value per share (the "Common Stock"), from listing
and registration on the Philadelphia Stock Exchange ("PHLX"). At the present
time, Insignia has 20,000,000 shares, $.01 par value, of Common Stock authorized
for listing under CUSIP No. 45765Y 10 5, on both the PHLX and the Nasdaq
SmallCap Market.
On April 11, 2000, the Board of Directors of the Company unanimously
approved resolutions to withdraw Insignia's Common Stock from listing and
registration on the PHLX and maintain the listing of the Common Stock on the
Nasdaq SmallCap Market. The decision of the Board followed a lengthy review of
the matter and was based upon the belief that listing of the Common Stock on one
exchange will be both more efficient and economical for Insignia based upon the
following:
1. The Common Stock has been listed for trading on the Nasdaq
SmallCap Market. Pursuant to a Registration Statement on Form
8-A12B, filed with the Commission, which became effective on
November 7, 1997, the Common Stock has also been listed on the
PHLX. Trading of the Common Stock on PHLX commenced at the opening
of business on November 13, 1997 while continuing to trade on the
Nasdaq SmallCap Market.
2. In making its decision to withdraw its Common Stock from listing
and registration on the PHLX, Insignia hopes to avoid the direct
and indirect costs of maintaining listings simultaneously on two
exchanges.
3. Insignia does not see any particular advantage to having its
Common Stock trade on an exchange in addition to the Nasdaq
SmallCap Market and believes that this dual trading could result
in a fragmentation of the market for its securities.
Insignia has complied with the rules of the PHLX by notifying PHLX of
its intention to withdraw its Common Stock from listing and registration on the
PHLX. By letters dated April 12, 2000 and May 5, 2000, Insignia provided this
notification along with a certified copy of resolutions adopted by the Board of
Directors authorizing the withdrawal of its Common Stock from listing and
registration on the PHLX as well as correspondence setting forth in detail to
the PHLX the reasons for the proposed withdrawal and the facts in support
thereof. A copy of Insignia's letters dated April 12, 2000 and May 5, 2000 are
attached as Appendix A and B. The PHLX replied by letter dated June 20, 2000,
advising that it had no objection to such action. A copy of the PHLX reply is
attached as Appendix C.
This application relates solely to the Insignia Common Stock to be
withdrawn from listing and registration on the PHLX. Insignia intends to
continue the listing and registration of its Common Stock on the Nasdaq SmallCap
Market. By reason of Section 12(g) of the Exchange Act and the rules and
regulations thereunder, Insignia will continue to be obligated to file reports
under Section 13 of the Exchange Act with the Securities and Exchange
Commission.
2
<PAGE>
Insignia hereby requests that the Commission's order granting this
application become effective on July 31, 2000, or as soon as practicable after
acceptance of this application and publication of a notice thereof by the
Commission in the Federal Register.
In consideration of the above, Insignia hereby requests that the
Commission issue an order in accordance with Section 12(d) of the Securities
Exchange Act of 1934 and Rule 12d2-2(d) promulgated thereunder, permitting
Insignia to withdraw its shares of Common Stock from listing on the PHLX.
Dated: July 13, 2000 INSIGNIA SYSTEMS, INC.
By: /s/ Scott Drill
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Scott Drill
President and Chief Executive Officer
3
<PAGE>
Appendices
Appendix A Letter of Insignia Systems, Inc. dated April 12, 2000, to the
Philadelphia Stock Exchange
Appendix B Letter of Insignia Systems, Inc. dated May 5, 2000, to the
Philadelphia Stock Exchange
Appendix C Letter of the Philadelphia Stock Exchange dated June 20, 2000,
to Insignia Systems, Inc.
4
<PAGE>
APPENDIX A
[LOGO]
INSIGNIA SYSTEMS, INC.
April 12, 2000
Ms. Tracy McNichol
Regulatory Services Department
Philadelphia Stock Exchange
1900 Market Street
Philadelphia, PA 19103-3584
Dear Ms. McNichol:
This letter is to notify you that we are requesting a de-listing from the
Philadelphia Stock Exchange. I am enclosing a Board resolution which authorizes
this de-listing.
If you have any questions, please contact me.
Very truly yours,
/s/ John R. Whisnant
John R. Whisnant
Vice President, Finance
<PAGE>
APPENDIX B
[LOGO]
INSIGNIA SYSTEMS, INC.
May 5, 2000
Ms. Tracy McNichol
Regulatory Services Department
Philadelphia Stock Exchange
1900 Market Street
Philadelphia, PA 19103-3584
Dear Ms. McNichol:
This letter is to notify you that we are requesting a de-listing from the
Philadelphia Stock Exchange.
The reason we are requesting a de-listing is because there has been no activity
on our account within the past 12 months.
I had previously sent to you a Board resolution authorizing the de-listing.
If you have any questions, please contact me.
Very truly yours,
/s/ John R. Whisnant
John R. Whisnant
Vice President, Finance
<PAGE>
APPENDIX C
PHILADELPHIA STOCK EXCHANGE PHLX
Since 1790
1900 Market Street, Philadelphia, PA 19103-3584
Telephone: 215-496-5000
June 20, 2000
VIA U.S. MAIL
Mr. John R. Whisnant
Vice President, Finance
Insignia Systems, Inc.
5025 Cheshire Lane North
Plymouth, MN 55446
Dear Mr. Whisnant:
We have reviewed a copy of the resolution adopted by the Company's Board of
Directors of Insignia Systems, Inc. (the "Company") on April 11, 2000 which
authorizes the withdrawal of the Company's Common Stock from listing &
registration on the Philadelphia Stock Exchange ["PHLX"].
The purpose of this correspondence is to inform you that the PHLX has no
objection to the Company's filing of an application with the Securities &
Exchange Commission to remove the issue from listing on the PHLX. Pursuant to
provisions of Rule 12d2-2 under Section 12 of the Securities Exchange Act of
1934, please forward a copy of the application to my attention as soon as
practicable.
Thank you for your cooperation in this matter and should you have any questions
regarding this matter, please contact me at (215) 496-5281.
Sincerely,
/s/ Tracy McNichol
Tracy McNichol
Listing Representative
