Insignia Systems, Inc., Form 8-K dated December 3, 2004
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report:
December 3, 2004
| INSIGNIA SYSTEMS, INC. |
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| (Exact name of registrant as specified in its chapter)
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| Minnesota |
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1-13471 |
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41-1656308 |
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| (State or other jurisdiction | |
(Commission | |
(IRS Employer |
| of incorporation) | |
File Number) | |
Identification No.) |
| 6470 Sycamore Court North, Maple Grove, Minnesota |
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55369 |
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| (Address of principal executive offices) | |
(Zip Code) |
| Registrant’s telephone number, including area code |
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(763) 392-6200 |
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| (Former name or former address, if changed since last report)
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Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
|
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.02. Unregistered Sales of Equity Securities.
(a) On December 3, 2004, the Company sold 2,490,000
shares of its Common Stock to a group of investors in a private placement at a price of $1.00 per share. Total commissions of
$124,500 were payable to the Company’s placement agent.
The sale was exempt from registration under Rule 506 of Regulation D under
the Securities Act of 1933 because all of the investors are accredited, they had access to current public information about the
Company, the shares are subject to restrictions on transfer, and there was no general solicitation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Insignia Systems, Inc. |
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(Registrant) |
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| Date: December 7, 2004 |
By /s/ Scott F. Drill |
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Scott F. Drill, President and Chief Executive Officer |