-----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, Ok2LopoPij6YCiboDNZH+JW2v3Ou3DaI0O4q8O3TIIWy1/IWiO36Jtw6D5FU6bVZ b5L8Yq3nD2wy2woJFnaX0g== /in/edgar/work/20000728/0000897101-00-000735/0000897101-00-000735.txt : 20000921 0000897101-00-000735.hdr.sgml : 20000921 ACCESSION NUMBER: 0000897101-00-000735 CONFORMED SUBMISSION TYPE: 424B4 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000728 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: 424B4 SEC ACT: SEC FILE NUMBER: 333-60243 FILM NUMBER: 680864 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 424B4 1 0001.txt 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 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.
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 ------ ------- 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
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 ------ ------- 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
(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. -----END PRIVACY-ENHANCED MESSAGE-----