Blueprint
As
filed with the Securities and Exchange Commission on August 8,
2018.
Registration
no. 333-_________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
INSIGNIA SYSTEMS,
INC.
(Exact
name of registrant as specified in its charter)
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Minnesota
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41-1656308
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(State
or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer
Identification No.)
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8799 Brooklyn Blvd., Minneapolis, MN 55445
(Address of
principal executive offices)
Insignia Systems, Inc. 2018 Equity
Incentive Plan
Insignia Systems, Inc. Employee Stock
Purchase Plan
(Full
title of the plan(s))
Jeffrey A. Jagerson
Chief Financial Officer
Insignia Systems, Inc.
8799 Brooklyn Blvd., Minneapolis, MN 55445
(Name
and address of agent for service)
(763) 392-6200
(Telephone number,
including area code, of agent for service)
Indicate by check
mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated
filer,” “smaller reporting company,” and
“emerging
growth company” in
Rule 12b-2 of the Exchange Act.
Large
accelerated filer ☐ Accelerated filer ☐ Non-accelerated
filer ☐ Smaller reporting company ☑ Emerging growth
company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 7(a)(2)(B) of the Securites Act ☐
CALCULATION
OF REGISTRATION FEE
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TITLE OF SECURITIES TO BE
REGISTERED
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AMOUNT TO BE REGISTERED
(1)(2)
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PROPOSED MAXIMUM OFFERING PRICE PER SHARE
(3)
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PROPOSED MAXIMUM AGGREGATE OFFERING PRICE
(3)
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AMOUNT OF REGISTRATION FEE (4)
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Common Stock, par value
$.01 per share
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$1.845
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$2,214,000
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$275.65
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(1)
As described in
the Explanatory Note in this registration statement, the number of
shares of common stock, $0.01 par value per share (“Common
Stock”),
registered hereby consists of 900,000 and 300,000 shares being
registered for the first time pursuant to Insignia Systems, Inc.
2018 Equity Incentive Plan and Insignia Systems, Inc. Employee
Stock Purchase Plan, respectively.
(2)
Pursuant to Rule
416 of the Securities Act of 1933, this Registration Statement
includes an indeterminate number of additional shares of common
stock as may be issuable pursuant to a stock split, stock dividend
or similar adjustment of the outstanding common stock of the
Company and additional shares of common stock that may become
issuable pursuant to anti-dilution provisions of the
Plan.
(3)
Estimated solely
for the purpose of calculating the registration fee pursuant to
Rule 457(c) under the Securities Act of 1933, based on the average
of the high and low sales price per share reported on the Nasdaq
Capital Market on August 2, 2018.
(4)
The
Registrant is paying registration fees solely with respect to the
1,200,000 shares of Common Stock newly registered hereby. Pursuant
to Rule 457(p) under the Securities Act, the Registrant hereby
offsets the registration fee required in connection with this
registration statement by $47.93 previously paid in connection to
the 151,921 shares of Common Stock upon filing of the Registration
Statement on Form S-8 filed with the Securities and Exchange
Commission on July 30, 2015 (Registration Statement No.
333-205961), and no further registration fee is required.
Accordingly, the filing fee wired to the Commission in connection
with this registration statement is $227.72.
EXPLANATORY NOTE
On July
20, 2018, the stockholders of Insignia Systems, Inc. (the
“Company”) approved (i)
the Company’s 2018 Equity Incentive Plan (the
“2018
Plan”), which is filed as Exhibit 99.1 to this
S-8, whereby
900,000 shares of the Company’s common stock may be the
subject of awards and issued to employees, consultants, and
advisors of the Company or any subsidiary, as well as non-employee
directors of the Company, plus the number of shares remaining for
future grants under the Company’s existing 2013 Omnibus Stock
and Incentive Plan and (ii) the amendment and restatement to the
Company’s Employee Stock Purchase Plan (the
“Stock
Plan”), which is filed as Exhibit 99.2 to this
S-8, to increase
the number of shares issuable under the Stock Plan by 300,000
shares of common stock. This Registration Statement on Form S-8 is
being filed for the purpose of registering 900,000 and 300,000
shares of the Company’s common stock to be issued pursuant to
its 2018 Plan and Stock Plan, respectively.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Part I of Form S-8 is
not required to be filed with the Securities and Exchange
Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to the introductory
Note to Part I of Form S-8 and Rule 424 under the Securities Act.
The information required in the Section 10(a) prospectus is
included in the documents being maintained and delivered by
the Company as required by Part I of
Form S-8 and by Rule 428 under the Securities
Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by
Reference.
The
following documents of the Company, filed with the Securities and
Exchange Commission (the “Commission”) pursuant to
the Securities Exchange Act of 1934, as amended (the
“Exchange
Act”), are, as of their respective dates, incorporated
herein by reference and made a part hereof:
(1)
The Annual Report
on Form 10-K of the Company for the fiscal year ended December 31,
2017 (File No. 001-13471), which incorporates by reference certain
portions of the Company’s definitive proxy statement for its
2018 Annual Meeting of Stockholders;
(2)
All other reports
filed pursuant to Section 13(a) or 15(d) of the Exchange Act since
the end of the fiscal year covered by the Annual Report referred to
in (1) above (other than information deemed to have been
“furnished” rather than “filed” in
accordance with the Commission’s rules);
(3)
The descriptions of
the Company’s Common Stock contained in registration
statements filed pursuant to the Exchange Act, together with any
amendments or reports filed for the purpose of updating those
descriptions.
All
reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior to
the filing of a post-effective amendment that indicates that all of
the securities offered have been sold or that deregisters all
securities then remaining unsold shall be deemed to be incorporated
by reference in and a part of this Registration Statement from the
date of filing of such documents.
Any
statement contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the
extent that a statement contained herein or incorporated herein by
reference or in any other subsequently filed document that also is
or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item
4. Description of Securities.
Not
Applicable.
Item
5. Interests of Named Experts and Counsel.
Not
Applicable.
Item
6. Indemnification of Directors and
Officers.
Section 302A.521
of Minnesota Statutes requires the Company to 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 with respect
to the Company, 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 such
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 statutory procedure has been followed in the
case of any conflict of interest by a director; (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 person’s performance in the
official capacity of director or, for a person not a director, in
the official capacity of officer, committee member or employee,
reasonably believed that the conduct was in the best interests of
the Company, or, in the case of performance by a director, officer
or employee of the Company as a director, officer, partner,
trustee, employee or agent of another organization or employee
benefit plan, reasonably believed that the conduct was not opposed
to the best interests of the Company. In addition,
Section 302A.521, subd. 3, requires payment by the Company,
upon written request, of reasonable expenses in advance of final
disposition in certain instances. A decision as to required
indemnification is made by a disinterested majority of the Board of
Directors present at a meeting at which a disinterested quorum is
present, or by a designated committee of the Board, by special
legal counsel, by the shareholders or by a court. The
Company’s Bylaws provide for indemnification of officers,
directors, employees, and agents to the fullest extent provided by
Section 302A.521. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to
directors, officers and controlling persons of the Company pursuant
to the provisions referenced in Item 6 of this Registration
Statement or otherwise, the Company has been advised that in the
opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of
expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered
hereunder, the Company 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
Securities Act and will be governed by the final adjudication of
such issue.
The
Company has historically maintained directors’ and
officers’ liability insurance.
Item
7. Exemption from Registration Claimed.
Not
Applicable.
Item
8. Exhibits.
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Exhibit
Number
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Description
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Method
of Filing
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5.1
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Filed
Electronically
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23.1
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Filed
Electronically
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23.2
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Contained
in Exhibit 5.1
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24.1
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(included
on signature page)
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99.1
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Filed
Electronically
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99.2
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Filed
Electronically
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Item 9. Undertakings.
A.
The Company 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, represent a fundamental change in the information
set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration
Fee” table in the effective 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) above do not apply if the Registration Statement is on
Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the Company
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
Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the
Company’s annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan’s annual report pursuant
to 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 herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
C. Insofar
as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company 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 Company of
expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Company 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.
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, the Company 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,
Minnesota, on August 8, 2018.
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INSIGNIA SYSTEMS, INC.
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By:
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/s/ Kristine
A. Glancy
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Kristine A.
Glancy
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President
and Chief Executive Officer
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Each
person whose signature appears below also constitutes and appoints
Jeffrey A. Jagerson, his true and lawful attorney-in-fact and agent
with full powers of substitution and resubstitution for and in his
or her name, place and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) to this
registration statement, 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 requisite or necessary to be
done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the
requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the
capacities indicated on August 8, 2018:
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Signature
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Title
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/s/ Kristine A.
Glancy
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President, Chief
Executive Officer and Director (Principal Executive
Officer)
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Kristine
A. Glancy
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/s/ Jeffrey
A. Jagerson
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Chief
Financial Officer and Treasurer (Principal Financial and Accounting
Officer)
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Jeffrey
A. Jagerson
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/s/ Jacob J.
Berning
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Director
and Chairman of the Board
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Jacob
J. Berning
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/s/ Suzanne
L. Clarridge
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Director
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Suzanne
L. Clarridge
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/s/ Loren A.
Unterseher
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Director
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Loren
A. Unterseher
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/s/ Rachael B.
Vegas
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Director
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Rachael
B. Vegas
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/s/ Steven R.
Zenz
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Director
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Steven
R. Zenz
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