-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pddp69plJFW0v6VDhOnR8uc7xoC9JpLv63yxglzN72V6vekuB/iJuM+3HnOHt7tw loOWc9TgrwE0YYKgOE3cKg== /in/edgar/work/20000724/0000897101-00-000724/0000897101-00-000724.txt : 20000921 0000897101-00-000724.hdr.sgml : 20000921 ACCESSION NUMBER: 0000897101-00-000724 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000724 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INSIGNIA SYSTEMS INC/MN CENTRAL INDEX KEY: 0000875355 STANDARD INDUSTRIAL CLASSIFICATION: [5040 ] IRS NUMBER: 411656308 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-13471 FILM NUMBER: 677393 BUSINESS ADDRESS: STREET 1: 10801 RED CIRCLE DR CITY: MINNETONKA STATE: MN ZIP: 55343 BUSINESS PHONE: 6129308200 MAIL ADDRESS: STREET 1: 10801 RED CIRCLE DRIVE STREET 2: 10801 RED CIRCLE DRIVE CITY: MINNETONKA STATE: MN ZIP: 55343 10-Q 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the period ended: June 30, 2000 ----------------------------------------------------------- Commission File Number: 0-19380 --------------------------------------------------------- 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.) 5025 Cheshire Lane North, Plymouth, Minnesota 55446 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (763) 392-6200 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Not applicable - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registration (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ___X___ Yes _______ No APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. Common Stock, $.01 Per Value -- 9,872,071 shares as of July 17, 2000. Total number of pages: 15 Page 1 of 15 INDEX REGISTRANT COMPANY AND SUBSIDIARIES PART I. FINANCIAL INFORMATION - --------------------------------- Item 1. Financial Statements (Unaudited) Balance Sheets - June 30, 2000 and December 31, 1999 Statements of Operations - Three months ended June 30, 2000 and 1999; Six months ended June 30, 2000 and 1999 Statements of Cash Flows -- Six months ended June 30, 2000 and 1999 Notes to Financial Statements - June 30, 2000 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition Item 3. Quantative and Qualitive Disclosures About Market Risk PART II. OTHER INFORMATION - ----------------------------- Item 1. Legal Proceedings Item 2. Changes in Securities Item 3. Defaults upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K SIGNATURES Page 2 of 15 Part I. FINANCIAL INFORMATION Item 1. Financial Statements INSIGNIA SYSTEMS, INC. BALANCE SHEETS
June 30, December 31, ASSETS 2000 1999 - --------------------------------------------------------- ------------ ------------ (UNAUDITED) (NOTE) CURRENT ASSETS: Cash and cash equivalents $ 444,195 $ 64,091 Marketable securities 655,792 1,186,933 Accounts receivable - net of $106,940 allowance 2,063,411 1,281,154 Inventories 1,144,475 1,217,784 Prepaid expenses & other 143,982 74,138 ------------ ------------ TOTAL CURRENT ASSETS 4,451,855 3,824,100 PROPERTY AND EQUIPMENT: Production tooling, machinery and equipment 1,774,609 1,743,020 Office furniture and fixtures 262,767 262,767 Computer equipment 852,919 833,440 Leasehold improvements 108,167 105,151 ------------ ------------ 2,998,462 2,944,378 Accumulated depreciation and amortization (2,808,515) (2,725,077) ------------ ------------ TOTAL PROPERTY AND EQUIPMENT 189,947 219,301 ------------ ------------ TOTAL ASSETS $ 4,641,802 $ 4,043,401 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY - --------------------------------------------------------- CURRENT LIABILITIES: Accounts payable $ 1,084,588 $ 387,396 Accrued compensation and benefits 203,411 209,016 Accrued expenses 248,180 149,800 Current portion of long-term debt 21,007 81,967 Line of credit 687,731 807,020 Other 318,698 391,370 ------------ ------------ TOTAL CURRENT LIABILITIES 2,563,615 2,026,569 LONG-TERM DEBT 0 0 STOCKHOLDERS' EQUITY: Common stock, par value $.01; authorized--20,000,000 shares; issued and outstanding June 30, 2000--9,675,421 shares; December 31, 1999--9,327,946 shares 96,754 93,279 Additional paid-in capital 16,684,997 16,134,002 Unearned compensation (19,176) (28,764) Accumulated deficit (14,684,388) (14,181,685) ------------ ------------ TOTAL STOCKHOLDERS' EQUITY 2,078,187 2,016,832 ------------ ------------ TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 4,641,802 $ 4,043,401 ============ ============
Note: The balance sheet at December 31, 1999 has been derived from the audited financial statements at that date. See Notes to Financial Statements. Page 3 of 15 INSIGNIA SYSTEMS, INC. STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended Six Months Ended June 30 June 30 ----------------------------- ----------------------------- 2000 1999 2000 1999 ------------ ------------ ------------ ------------ NET SALES $ 3,047,996 $ 2,300,111 $ 5,926,222 $ 4,590,963 Cost of Sales 1,413,461 1,145,352 2,718,438 2,292,320 ------------ ------------ ------------ ------------ GROSS PROFIT 1,634,535 1,154,759 3,207,784 2,298,643 OPERATING EXPENSES: POPS Program 833,836 684,107 1,589,731 1,241,437 Sales 330,245 273,009 674,228 511,080 Marketing 286,695 169,445 556,560 340,837 General & Administrative 438,284 430,687 872,067 876,413 ------------ ------------ ------------ ------------ TOTAL OPERATING EXPENSES 1,881,060 1,557,258 3,692,586 2,969,767 ------------ ------------ ------------ ------------ OPERATING INCOME (LOSS) (246,525) (402,499) (484,802) (671,124) OTHER INCOME (EXPENSE): Interest Income 17,537 8,523 35,536 20,751 Interest Expense (31,798) (8,214) (63,906) (18,499) Other Income (Expense) 12,390 3,026 11,469 10,551 ------------ ------------ ------------ ------------ PRE-TAX INCOME (LOSS) (248,396) (399,164) (501,703) (658,321) Provision for Income Tax 500 0 1,000 500 ------------ ------------ ------------ ------------ NET INCOME (LOSS) $ (248,896) $ (399,164) $ (502,703) $ (658,821) ============ ============ ============ ============ Net Income (Loss) per share $ (0.03) $ (0.05) $ (0.05) $ (0.08) ============ ============ ============ ============ Shares used in calculation of net loss per share: Basic and diluted 9,675,421 8,726,496 9,541,161 8,649,948 ============ ============ ============ ============
Page 4 of 15 INSIGNIA SYSTEMS, INC. STATEMENTS OF CASH FLOWS (Unaudited)
Six Months Ended June 30 ------------------------- 2000 1999 ---------- ---------- OPERATING ACTIVITIES: Net income (loss) $ (502,703) $ (658,821) Non-cash expenses included in income (loss): Depreciation and amortization 83,418 118,025 Provision for bad debt expense 70,000 30,000 Amortization of unearned compensation 9,588 9,580 Changes in operating assets & liabilities: Accounts receivable (852,257) 48,217 Inventories 73,309 (56,912) Prepaids and other (69,844) 67,343 Accounts payable 697,192 69,956 Accrued compensation and benefits (5,605) (32,804) Other accrued expenses 25,708 (368,763) ---------- ---------- NET CASH USED IN OPERATING ACTIVITIES (471,194) (774,179) INVESTING ACTIVITIES: (Purchase) Sale of property and equipment (54,064) (128,706) (Purchase) Sale of marketable securities 531,141 869,545 ---------- ---------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 477,077 740,839 FINANCING ACTIVITIES: Proceeds from issuance of Common Stock 554,470 321,600 Principal payments under long-term debt agreement (60,960) (46,153) Proceeds (to) from credit line (119,289) 0 ---------- ---------- CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 374,221 275,447 ---------- ---------- INCREASE (DECREASE) IN CASH & EQUIVALENTS 380,104 242,107 Cash and equivalents at beginning of period 64,091 0 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 444,195 $ 242,107 ========== ==========
Page 5 of 15 INSIGNIA SYSTEMS, INC. NOTES TO FINANCIAL STATEMENTS (Unaudited) NOTE A -- BASIS OF PRESENTATION The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six month period ended June 30, 2000 are not necessarily indicative of the results that may be expected for the year ended December 31, 2000. For further information, refer to the financial statements and footnotes thereto for the year ended December 31, 1999. NOTE B -- INVENTORIES Inventories consist primarily of Finished Goods on site. Page 6 of 15 Item 2. Managements Discussion and Analysis of Results of Operations and Financial Condition (Second Quarter Ended June 30, 2000) RESULTS OF OPERATIONS NET SALES. The Company's net sales for the second quarter ended June 30, 2000 were $3,048,000, an increase of 33%, compared to net sales of $2,300,000 for the second quarter of 1999. For the six months ended June 30, 2000, net sales were $5,926,000, an increase of 29% compared to net sales of $4,591,000 for the first half of 1999. Revenue from the sales of machines, cartridges and machine maintenance was $400,000 for the first half of 2000 versus similar sales of $549,000 for the first half of 1999. Stylus software and maintenance sales increased 7% from $385,000 in the first half of 1999 to $413,000 in the first half of 2000. Thermal sign card sales decreased 11% from $2,217,000 during the first half of 1999 to $1,971,000 in the first half of 2000. Printing sales increased 49% from $550,000 in the first half of 1999 to $819,000 in the first half of 2000. POPS program sales increased 186% from $795,000 in the first half of 1999 to $2,276,000 for the first half of 2000. GROSS PROFIT. The Company's gross profit for the second quarter of 2000 increased 42% to $1,635,000, compared to $1,155,000 for the second quarter of 1999. Gross profit for the first six months of 2000 increased 40% to $3,208,000, compared to $2,299,000 for the first half of 1999. The increase in gross profit for the second quarter and the first six months of 2000 is primarily due to the increase in the POPS program sales. Gross profit as a percentage of net sales was 53.6% for the second quarter of 2000, compared to 50.2% for the second quarter of 1999, and was 54.1% for the first six months of 2000, compared to 50.1% for the first half of 1999. OPERATING EXPENSES. Operating expenses increased 21% in the second quarter of 2000 compared to the second quarter of 1999, and increased 24% for the first six months of 2000, compared to the first six months of 1999. Sales expenses increased 21% for the second quarter of 2000, compared to the second quarter of 1999. This increase was due primarily to additional commission and bonuses paid during the second quarter of 2000 relating to the increase in Stylus and Printing sales. Marketing expenses increased 70% for the second quarter of 2000, compared to the second quarter of 1999. This increase was due primarily to additional sign promotional expenses incurred during the second quarter of 2000. General and administrative expenses remained flat for the second quarter of 2000, compared to the second quarter of 1999. POPS expenses increased 21% for the second quarter of 2000, compared to the second quarter of 1999 and reflects the continuing commitment to the POPS program. Sales expenses increased 32% for the first six months of 2000, compared to the first six months of 1999. This increase reflects the additional commissions and bonuses paid during the first six months of 2000 as a result in the increase in sales in the Stylus and Printing areas. Marketing expenses increased 63% for the first six months of 2000, compared to the first six months of 1999 and is due primarily to additional sign promotional expenses during the first six months of 2000. General and Page 7 of 15 administrative expenses remained flat for the first six months of 2000, compared to the first six months of 1999. POPS expenses increased 28% for the first six months of 2000, compared to the first six months of 1999. This increase in POPS operating expenses for the first six months of 2000 reflects the continuing commitment to the POPS program. Operating expenses as a percentage of net sales were 62% in the second quarter of 2000 and 62% for the first six months of 2000, compared to 68% in the second quarter of 1999 and 65% for the first six months of 1999. NET INCOME (LOSS). The Company had a net loss of $(249,000), or $(.03) per share for the second quarter of 2000, compared to a net loss of $(400,000), or $(.05) per share for the second quarter of 1999. For the first six months of 2000, the net loss was $(503,000), or $(0.05) per share, compared to a net loss of $(659,000), or $(.08) per share for the first half of 1999. The decrease in net loss for the first half of 2000 and the second quarter of 2000, compared to the first half of 1999 and the first half of 1999 resulted primarily from the company's ability to increase its sales at a proportionally higher rate than the increase in operating expenses. LIQUIDITY AND CAPITAL RESOURCES At June 30, 2000, working capital was $1,888,000, compared to $1,798,000 at December 31, 1999. Cash, cash equivalents and marketable securities decreased $151,000 from $1,251,0000 at December 31, 1999 to $1,100,000 on June 30, 2000, primarily due to the net loss of $503,000 and a increase in accounts receivable of $852,000, offset by the proceeds received from the issuance of common stock of $554,000, plus an increase in accounts payable of $697,000. The Company anticipates that its working capital needs will continue to increase due to the expected growth in the business. However, the company believes that it will have sufficient capital resources to fund its current business operations and anticipated growth for the foreseeable future. Item 3. Quantitive and Qualative Disclosures About Marketing Risk None. Part II. OTHER INFORMATION Item 1. Legal Proceedings None. Item 2. Changes in Securities None Item 3. Defaults upon Senior Securities None Page 8 of 15 Item 4. Submission of Matters to a Vote of Security Holders The Company held its Annual Meeting of Shareholders on May 18, 2000. The shareholders present or by proxy voted to elect Scott Drill, G. L. Hoffman, Erwin A. Kelen, Don Schultz, Gordon F. Stofer, Frank D. Trestman, and Gary L. Vars as directors with each director receiving the following votes: WITHHOLD FOR AUTHORITY --- --------- G. L. Hoffman 7,700,183 717,176 Scott F. Drill 8,414,133 3,226 Erwin A. Kelen 8,414,333 3,026 W. Robert Ramsdell 8,414,133 3,226 Don E. Schultz 8,414,333 3,026 Gordon F. Stofer 8,413,533 3,826 Frank D. Trestman 8,414,333 3,026 Gary L. Vars 8,414,133 3,226 The shareholders present or by proxy voted to ratify an amendment to the Company's Stock Plan to increase by 200,000 shares the number of shares available under the Plan with 5,179,987 shares in favor, 322,658 shares against, and 32,100 shares abstaining. The shareholders present or by proxy voted to ratify an amendment to the Company's Employee Stock Purchase Plan to increase by 200,000 shares the number of shares available under the Plan and extend the term of the Plan for three additional years through 2003 with 5,179,119 shares in favor, 308,026 shares against, and 29,600 shares abstaining. The shareholders present or by proxy voted to approve the appointment of Ernst & Young LLP as independent auditors with 8,384,833 votes in favor, 22,526 votes against, and 10,000 votes abstaining. Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits No. Description Page --- ----------- ---- 10 Form of Change in Control Severence Agreement between the Company and certain executive officers 11 27 Financial Data Schedule 15 (b) Reports on Form 8-K No reports on Form 8-K were filed during the quarter covered by this Form 10-Q. Page 9 of 15 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 thereunto duly authorized. Dated: July 21, 2000 Insignia Systems, Inc. ------------------------------------- (Registrant) /s/ Scott Drill ------------------------------- Scott Drill President /s/ John R. Whisnant ------------------------------- John R. Whisnant Vice President of Finance Page 10 of 15 EX-10 2 0002.txt CHANGE IN CONTROL SEVERANCE AGREEMENT EXHIBIT 10 CHANGE IN CONTROL SEVERANCE AGREEMENT AGREEMENT made as of this ____________ by and between Insignia Systems, Inc., a Minnesota corporation (the "Company") and ____________ (the "Executive"). WHEREAS, the Company, as a publicly held corporation, recognizes the possibility of a change in control of the Company, and that such possibility and the uncertainty and questions which it may raise could result in Executive leaving the Company or in distraction of Executive in the performance of Executive's duties to the detriment of the Company and its shareholders; and WHEREAS, it is in the best interests of the Company and its shareholders to encourage the availability of Executive's services to parties who may in the future acquire control of the Company and to provide an incentive for Executive to remain with the Company during any period of uncertainty leading up to a change in control; WHEREAS, based on the foregoing, the Company wishes to provide that, in the event of a change in control of the Company, Executive will receive certain benefits if Executive's employment by the Company ceases for certain reasons within a specified period following the change in control; NOW, THEREFORE, in consideration of the foregoing and the provisions of this Agreement, the parties hereto agree as follows: 1. General Provisions. This Company shall pay Executive a lump sum severance payment if Executive ceases to be employed by the Company within two years following a Change in Control (as defined below) for certain reasons specified in this Agreement. Nothing in this Agreement alters the "at will" nature of Executive's employment by the Company. This means that either before or after a Change in Control, either the Company or the Executive may terminate Executive's employment by the Company, either with or without cause, for any reason or no reason. This Agreement relates only to whether Executive shall be entitled to certain severance payments following cessation of employment. No right to severance payments shall arise under this Agreement unless and until there occurs a Change in Control. 2. Definition of Change in Control. For purposes of this Agreement, a "Change in Control" shall be considered to occur if any of the following occurs after the date of this Agreement: (a) the closing of the sale of all or substantially all of the assets of the Company; (b) the closing of a merger, consolidation or corporate reorganization of the Company which results in the stockholders of the Company immediately prior to such event owning less than 50% of the combined voting power of the Company's capital stock immediately following such event; Page 11 of 15 (c) the acquisition by any person (or persons who would be considered a group under the federal securities laws) who as of the date of this Agreement own less than 25% of the voting power of the Company's outstanding voting securities, of beneficial ownership of securities representing 40% or more of the combined voting power or the Company's then outstanding securities; or (d) the election to the Company's board of directors of persons who constitute a majority of the board of directors and who were not nominated for election by the board of directors as part of a management slate. 3. Amount of Severance Payment. If a Change in Control occurs after the date of this Agreement and Executive subsequently ceases to be employed by the Company prior to the second anniversary of the Change in Control, then the Company shall pay Executive a lump sum severance payment equal to _________ months of Executive's gross base salary which was in effect immediately prior to the Change in Control. The Company shall be entitled to deduct from the lump sum severance payment any amounts which the Company is required by law to withhold from such a payment, and the net amount shall be paid to Executive not later than the ten days after employment ceases. 4. Circumstances in Which Severance Shall Not Be Paid. Notwithstanding the provisions of Section 3 above, the Company shall not be obligated to make any lump sum severance payment under this Agreement if, following a Change in Control, Executive ceased to be employed by the Company due to: (a) Executive's death or Retirement (as defined below); (b) termination of Executive by the Company for Cause (as defined below); or (c) resignation by Executive for any reason other than a Good Reason (as defined below). For purposes of this Section 4, the following defined terms have the meanings indicated: "Retirement" means retirement at or after the date the Executive has attained age 65; "Cause" means termination by the Company of Executive's employment due to: (1) conviction of a felony; (2) the willful and continued failure of Executive to perform his essential duties; or (3) gross misconduct which is materially injurious to the Company; provided, however, that the matters referred to in clause (2) or (3) shall not be deemed to constitute "Cause" unless the Company has first given Executive written notice specifying the Page 12 of 15 conduct by Executive that constitutes such failure or gross misconduct and Executive has failed to remedy the same to the reasonable satisfaction of the Company's Board of Directors. "Good Reason" shall mean any of the following, unless Executive gives his or her prior written consent: (1) the assignment to Executive of any duties inconsistent with Executive's status or position with the Company, or a substantial reduction in the nature or status of Executive's responsibilities from those in effect immediately prior to the Change in Control; (2) a reduction by the Company in Executive's annual base salary in effect immediately prior to the Change in Control; (3) the relocation of the Company's principal executive offices to a location more than fifty miles from Minneapolis, Minnesota or the Company requiring Executive to be based anywhere other than the Company's principal executive offices, except for required travel on the Company's business to an extent substantially consistent with Executive's prior business travel obligations; (4) the failure by the Company to continue to provide Executive with benefits a least as favorable to those enjoyed by Executive under any of the Company's pension, life insurance, medical, health and accident, disability, deferred compensation, incentive awards, incentive stock options, or savings plans in which Executive was participating at the time of the Change in Control, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any material fringe benefit enjoyed at the time of the Change in Control, or the failure by the Company to provide Executive with the number of paid vacation days to which Executive is entitled at the time of the Change in Control, provided, however, that the Company may amend any such plan or programs as long as such amendments do not reduce any benefits to which Executive would be entitled upon termination; or (5) any termination of Executive's employment which is not made pursuant to a Notice of Termination satisfying the requirements Section 5 below. 5. Notice of Termination. Any termination of Executive's employment by the Company or by Executive shall be communicated by written Notice of Termination to the other party hereto in accordance with the notice provisions of Section 6. For purposes of this Agreement, a "Notice of Termination" shall mean a notice which indicates the specific facts and circumstances claimed to provide the basis for termination. 6. Method of Giving Notice. All notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered or certified mail, return receipt requested, postage pre-paid, addressed to the last known residence address of the Executive, or in the case of the Company, to Page 13 of 15 its principal office to the attention of each of the then directors of the Company with a copy to its Secretary, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt. 7. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the parties. No waiver by either party thereto at any time of any breach by the other party to this Agreement, or of compliance with any condition or provision of this Agreement to be performed by such other party, shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or similar time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. This Agreement shall be governed by the laws of the State of Minnesota. 8. Arbitration of Disputes. Any and all disputes between the parties relating to this Agreement or any alleged breach of this Agreement shall be resolved by binding arbitration held in the City of Minneapolis pursuant to the Commercial Arbitration Rules of the American Arbitration Association before a single arbitrator. In the event that Executive is determined by the arbitrator to be the prevailing party in such an arbitration, the arbitrator shall award Executive, as an additional element of damages, his or her attorneys' fees and legal expenses actually incurred in the enforcement of this Agreement and in the arbitration proceeding. Judgment on the arbitration award may be entered by any court having jurisdiction. 9. Successors. This Agreement shall be binding upon and inure to the benefit of the respective heirs, personal representatives, successors and assigns of the parties hereto. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. EXECUTIVE: INSIGNIA SYSTEMS, INC. By ---------------------------------- - ----------------------------- Its --------------------------------- Page 14 of 15 EX-27 3 0003.txt FINANCIAL DATA SCHEDULE - ARTICLE 5
5 3-MOS DEC-31-2000 APR-01-2000 JUN-30-2000 444,195 655,792 2,170,351 106,940 1,144,475 4,451,855 2,998,462 2,808,515 4,641,802 2,563,615 0 0 0 16,779,751 (19,176) 4,641,802 3,047,996 3,047,996 1,413,461 0 1,881,060 0 31,798 (248,396) 500 (248,896) 0 0 0 (248,896) (0.03) (0.03)
-----END PRIVACY-ENHANCED MESSAGE-----