PROSPECTUS SUPPLEMENT
DATED JULY 28, 2000
TO PROSPECTUS DATED AUGUST 7, 1998
Registration File No. 333-60243
INSIGNIA SYSTEMS, INC.
Insignia Systems, Inc. has registered 2,470,000 shares of its Common
Stock which may be offered by this Prospectus Supplement and the accompanying
Prospectus dated August 7, 1998, from time to time by the selling shareholders
identified by this Prospectus Supplement or their transferees, pledgees, donees
or other successors in interest. This Prospectus Supplement is qualified in its
entirety by reference to the more detailed information and the consolidated
financial statements of Insignia, including the notes thereto, appearing or
incorporated by reference herein or in the accompanying Prospectus dated August
7, 1998.
This Prospectus Supplement is being filed to updated the named selling
shareholders and plan of distribution information contained in the original
Prospectus dated August 7, 1998.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JULY 28, 2000
<PAGE>
SELLING SHAREHOLDERS
The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock by the Selling Shareholders
as of July 28,2000, and as adjusted to reflect the sale of Shares obtained by
the Selling Shareholders through the exercise of the Warrants.
<TABLE>
<CAPTION>
NAME NUMBER OF SHARES MAXIMUM NUMBER OF SHARES TO BE BENEFICIALLY
---- BENEFICIALLY OWNED SHARES TO BE SOLD(1)(2) OWNED AFTER THE OFFERING(1)(2)
PRIOR TO OFFERING ----------------- ------------------------
-----------------
NUMBER PERCENT
------ -------
<S> <C> <C> <C> <C>
Ramsdell Irrevocable Trust U/A/D 12/28/92 271,000 231,000 40,000 *
Ramsdell Family Trust U/A/D 7/7/94(3) 463,000 270,000 193,000 2.2
Delaware Charter Guarantee and Trust co. FBO 581,900 480,000 101,900 1.2
W. Ramsdell-IRA
ERAMKO 140,000 90,000 50,000 *
Salvatore Totino and Lorraine D. Totino, TIC(4) 64,000 54,000 10,000 *
Elyse A. Ramsdell 70,000 60,000 10,000 *
Robert S. Ramsdell 40,000 30,000 10,000 *
Richard Berger(5) 248,875 60,000 188,875 2.2
G. Tyler Runnels 174,564 60,000 114,564 1.3
Nancy D. Singer and Edward S. Singer, JTWROS(6) 67,500 38,000 29,500 *
Milfam I 300,000 300,000 -0- *
Delaware Charter Guarantee and Trust Co. FBO 48,000 48,000 -0- *
Dana Benson IRA Rollover Acct. #W073006553
Dana Benson Recovery Fund Acct. #W073006538 12,000 12,000 -0- *
Mark L. Levin 30,000 30,000 -0- *
Delaware Charter Gty & Tr Co. FBO 30,000 30,000 -0- *
Mark L. Levin IRA R/O
Invest, Inc. 60,000 60,000 -0- *
Craig C. Avery Prof. Sh. Tr. 70,000 60,000 10,000 *
Jack R. Swenson 66,000 60,000 6,000 *
Randall Wooster 45,000 45,000 -0- *
Delaware Charter Gty & Tr. Co. FBO 45,000 45,000 -0- *
Randall Wooster IRA
The Avalon Total Return Fund, L.P. 180,000 180,000 -0- *
Bear Stearns as Custodian FBO J. Steven Emerson 275,000 180,000 95,000 1.1
IRA R/O II Account #48360160
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NAME NUMBER OF SHARES MAXIMUM NUMBER OF SHARES TO BE BENEFICIALLY
---- BENEFICIALLY OWNED SHARES TO BE SOLD(1)(2) OWNED AFTER THE OFFERING(1)(2)
PRIOR TO OFFERING ----------------- ------------------------
-----------------
NUMBER PERCENT
------ -------
<S> <C> <C> <C> <C>
Stella Rochelle Totino(7) 20,000 20,000 -0- *
Kathryn Jergens 7,000 7,000 -0- *
Lloyd Miller 20,000 20,000 -0- *
TOTALS . . . . . . . . . . . . . . . . . . . . . 3,328,839 2,470,000 858,839
</TABLE>
(1) Includes Shares to be acquired by the Selling Shareholders upon exercise of
the Warrants.
(2) Assumes the sale of all Shares offered hereunder.
(3) Includes 30,000 shares issuable upon exercise of a consultants' warrant.
(4) Includes 10,000 shares beneficially by Lorraine Totino individually. Mr.
Totino disclaims beneficial ownership.
(5) Includes 44,875 shares beneficially owned by Marilyn Olin Berger. Mr.
Berger disclaims beneficial ownership to such shares.
(6) Includes 67,500 shares beneficially owned by Mr. Singer individually of
which 20,000 shares are issuable upon exercise of a consultants' warrant.
Mrs. Singer disclaims beneficial ownership of these shares.
(7) Includes 20,000 shares issuable upon exercise of a consultants' warrant.
* Less than 1%.
PLAN OF DISTRIBUTION
The Company has been advised that the Selling Shareholders, or their
pledges, donees, transferees or successors in interest, may sell Shares from
time to time in one or more transactions (which may include block transactions)
on the NASDAQ SmallCap System at market prices prevailing at the time of the
sale or at prices otherwise negotiated.
The Shares may, without limitation, be sold by one or more of the
following: (i) a block trade in which the broker or dealer so engaged will
attempt to sell the securities as agent but may position and resell a portion of
the block as principal to facilitate the transaction; (ii) purchases by a broker
or dealer as principal and resale by such broker or dealer for its account
pursuant to this Prospectus; and (iii) ordinary brokerage transactions and
transactions in which the broker solicits purchasers.
The Company has been advised that, as of the date hereof, the Selling
Shareholders have made no arrangement with any broker for the sale of the
Shares. Underwriters, brokers or dealers may participate in such transactions as
agents and may, in such capacity, receive brokerage commissions from the Selling
Shareholders or purchasers of such securities. Such underwriters, brokers or
dealers may also purchase Shares and resell such Shares for their own account in
the manner described above. The Selling Shareholders and such underwriters,
brokers or dealers may be considered "underwriters" as that term is defined by
the Securities Act of 1933, although the Selling Shareholders disclaim such
status. Any commissions, discounts or profits received by such underwriters,
brokers or dealers in connection with the foregoing transactions may be deemed
to be underwriting discounts and commissions under the Securities Act of 1933.
