SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment
No. 1)
Filed
by the Registrant ☑
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by a Party other than the Registrant
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Check
the appropriate box:
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (As Permitted by Rule
14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under Rule 14a-12
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Insignia Systems, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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Filed:
8799 Brooklyn Blvd., Minneapolis, MN 55445
Amendment No. 1 to
PROXY STATEMENT
FOR
2019 ANNUAL MEETING OF SHAREHOLDERS
EXPLANATORY NOTE
This Amendment No. 1 to Schedule 14A is being filed by
Insignia Systems, Inc. to amend its definitive proxy statement for
the Annual Meeting of Shareholders to be held on June 6, 2019,
which was filed with the U.S. Securities and Exchange Commission on
April 22, 2019, in order to correct an error in the securities
beneficially owned by a Cable Car Capital LLC appearing under the
heading “Security Ownership of Certain Beneficial Owners and
Management” originally appearing on page 18 of the proxy
statement. All other portions of the proxy statement are
incorporated herein by reference without modification.
Contemporaneous with the filing of this amendment and in accordance
with the rules and regulations adopted by the Commission, a single,
corrected proxy statement will be made available electronically in
place of the original proxy statement. Shareholders who do not
participate in electronic delivery of proxy materials can expect to
receive a single, corrected proxy statement.
Except as specifically discussed in this Explanatory Note, this
amendment does not otherwise modify or update any other disclosures
presented in the proxy statement. In addition, this amendment does
not reflect events occurring after the date of the proxy statement
or modify or update disclosures that may have been affected by
subsequent events.
CHANGE TO PROXY STATEMENT
The information appearing under the heading “Security
Ownership of Certain Beneficial Owners and
Management,” as corrected, is set forth on the
following page:
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The
following table presents information provided to the Company as to
the beneficial ownership of common stock as of April 11, 2019,
by: (i) persons known to the Company to hold 5% or more of such
stock; (ii) each of the directors of the Company; (iii) each of the
Named Executive Officers; and (iv) by all directors and current
executive officers as a group. The address of each director and
executive officer is 8799 Brooklyn Boulevard, Minneapolis,
Minnesota 55445. Beneficial ownership includes shares available for
purchase under options and subject to settlement under restricted
stock units within 60 days after April 11, 2019. Unless
otherwise indicated, each person had sole voting power and sole
investment power for all such shares beneficially
held.
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Name and Address of Beneficial Owner
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Amount and Nature of Beneficial
Ownership(1)
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Percent of Shares
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Shareholders / Shareholder Groups
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Air
T, Inc., et al.
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32.2%
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3524
Airport Road
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Maiden,
NC 28650
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Cable
Car Capital LLC
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9.0%
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1449
Washington Street #6
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San
Francisco, CA 94109
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Renaissance
Technologies LLC
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6.9%
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800
Third Avenue
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New
York, NY 10022
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Directors and Executive Officers
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Kristine
A. Glancy
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228,941
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1.9%
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Jeffrey
A. Jagerson
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84,736
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*
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Steven
R. Zenz
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*
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Jacob
J. Berning
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35,126
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*
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Loren
A. Unterseher
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27,242
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*
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Rachael
B. Vegas
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22,115
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*
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Suzanne
L. Clarridge
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7,692
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*
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All
current directors and executive officers as a group (7
persons)
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450,661(5)
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3.8%
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(1)
Does not include 12,277 and 6,302 common stock equivalents
held by Mr. Berning and Mr. Zenz, respectively, under the Insignia
Systems Inc. Deferred Compensation Plan for Directors. These common
stock equivalents carry no voting rights and the recipient does not
have the right to acquire any underlying shares within 60 days of
April 11, 2019.
(2) Based on Amendment No. 12 to Schedule 13D filed
with the SEC on May 22, 2018 by Air T, Inc., Groveland
Capital LLC, and Nicholas J. Swenson, reporting ownership as
of May 21, 2018. Mr. Swenson is the Chief Executive Officer and a
director of Air T. Air T, Inc. has sole dispositive and voting
power over 3,416,114 shares and disclaims beneficial ownership of
the securities held by Groveland. Groveland owns 422,000 shares and
each of Groveland and Mr. Swenson share dispositive and voting
power over all 422,000 shares. Mr. Swenson personally owns 12,168
shares of common stock. Groveland disclaims beneficial ownership of
the securities held by Air T. Mr. Swenson disclaims beneficial
ownership of the securities held by Air T and Groveland except to
the extent of his pecuniary interest therein.
(3) Based on Amendment No. 7 to Schedule 13D filed
with the SEC on January 31, 2019 by Cable Car Capital LLC, Jacob
Haft Ma-Weaver and The Funicular Fund, LP, for which Cable Car
serves as investment adviser with full discretionary authority,
reporting ownership as of January 30, 2019. Mr. Ma-Weaver is the
Managing Member and investment advisor of Cable Car Capital LLC.
Cable Car Capital LLC reported beneficial ownership of 1,077,682
shares, of which 603,339 shares are held by the Funicular Fund, LP
and 474,343 shares are held in other separate accounts managed by
Cable Car Capital LLC.
(4) Based on Amendment No. 2 to Schedule 13G filed
with the SEC on February 13, 2019 by Renaissance Technologies LLC
and Renaissance Technologies Holdings Corporation, reporting
ownership as of December 31, 2018. Shares are beneficially
owned by Renaissance Technologies Holdings Corporation, which is a
majority ownership of Renaissance Technologies
LLC.