As filed with the Securities and Exchange Commission on July 23, 1998
Registration No. 333-______
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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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Scott F. Drill Copy to:
Chief Executive Officer and 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
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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, 600,000 shares(2) $2.41(1) $1,446,000 $427
$.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 SmallCap Market System on July 22,
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,
300,000 shares were registered on Form S-8 (No. 333-43781) on January 6,
1998.
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"). Registration Statements on Form S-8
(File Nos. 33-92376, 333- 43781) were filed with the Securities and Exchange
Commission on May 16, 1995 and January 6, 1998 covering the registration of an
additional 100,000 and 300,000 shares, respectively, 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 600,000 shares authorized
under the Plan. An amendment to the Plan to increase the number of shares under
the Plan by 600,000 shares was authorized by the Company's Board of Directors
and was approved by the shareholders on May 21, 1998. 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, 1997.
(b) The Definitive Proxy Statement dated April 15, 1998 for the
Annual Meeting of Shareholders held on May 21, 1998.
(c) The Quarterly Report of the Company on Form 10-Q for the quarter
ended March 31, 1998.
(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.
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.
Item 8. Exhibits.
Exhibit
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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.
(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.
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 July 22, 1998.
INSIGNIA SYSTEMS, INC.
By /s/ Scott F. Drill
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Scott F. Drill, President
POWER OF ATTORNEY
The undersigned officers and directors of Insignia Systems, Inc. hereby
constitute and appoint Scott Drill 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 22nd day of July, 1998.
Signature Title
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/s/ Scott F. Drill President and Chief Executive Officer
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Scott F. Drill
/s/ John Whisnant Vice President of Finance and Chief Financial Officer
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John Whisnant
/s/ G.L. Hoffman Director and Secretary
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G.L. Hoffman
/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
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Gordon Stofer
/s/ Frank Trestman Director
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Frank Trestman