Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report Pursuant to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported): April 24, 2008
Insignia
Solutions plc
(Exact
name of Registrant as specified in its charter)
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England
and Wales
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0-27012
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Not
Applicable
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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7575
E Redfield Rd
Suite
201
Scottsdale,
AZ 85260
United
States of America
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(Address
of principal executive offices) (Zip code)
480-922-8155
(Registrant’s
telephone number, including area code)
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 (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
1.01 Entry Into A Material Definitive Agreement
Compensation
Agreements
On
April
24, 2008 Insignia Solutions PLC (“Insignia”) amended the compensation agreement
of George Monk, Insignia’s chief financial officer, to provide that an amount
equal to one year’s salary of $240,000 and targeted bonus of $96,000 would be
due and payable to Mr. Monk within seven days of a change of control of
Insignia, regardless of whether or not Mr. Monk were terminated upon such a
change of control. No further termination payment would be due if he was
subsequently terminated. Prior to this amendment, this payment would be made
upon a termination of employment or a demotion following a change of control.
In
addition, Insignia agreed to pay a bonus to Mr. Monk and Vincent Pino, a
director of Insignia, equal to a total of $250,000, less any payments made
to
obtain a fairness opinion, to be split equally between Mr. Monk and Mr. Pino,
and payable within seven days of the closing of a merger with Dollar Days
International, Inc. (“DollarDays”).
Finally,
Insignia agreed to pay bonuses of $30,000 to each of Mark McMillan, former
chief
executive officer and director of Insignia, and Mr. Monk, within seven days
of
the closing of the merger with DollarDays, as full and final settlement of
amounts payable to them related to the deferred portion of the consideration
that may have been payable by Smith Micro Software, Inc. (“SMSI”) under the
Asset Purchase Agreement dated February 11, 2007 between Insignia, SMSI and
certain subsidiaries of Insignia, as amended, had Insignia not entered into
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Release Agreement with SMSI as described below.
Release
Agreement with Smith Micro Software, Inc.
On
June
23, 2008, Insignia and certain of its subsidiaries entered into a Release
Agreement with SMSI and DollarDays (the “Release Agreement”). Under the terms of
the release agreement, Insignia and Smith Micro agreed to release all claims
against each other pursuant to that certain Asset Purchase Agreement between
Insignia, SMSI, and the other parties thereto dated February 11, 2007, as
amended April 4, 2007 (the “Asset Purchase Agreement”), including, but not
limited to, claims made by SMSI under a holdback certificate dated March 31,
2008 whereby SMSI sought indemnification for various alleged breaches of
representations and warranties
in the
Asset Purchase Agreement
resulting in alleged aggregate losses of between $3.1 million and $6.5 million
(as disclosed on Form 8-K dated April 2, 2008). Insignia has also agreed to
release its claim for a $1.5 million purchase price holdback amount held by
SMSI
and to deliver a cash payment of $500,000 to SMSI.
Merger
Agreement with DollarDays International, Inc.
Please
see the description of the Agreement and Plan of Merger with DollarDays as
more
fully described in Item 2.01 below.
Item
2.01 Completion of Acquisition or Disposition of Assets
On
June
23, 2008, Insignia and its wholly-owned subsidiary, Jeode, Inc. (“Jeode”),
entered into an Agreement and Plan of Merger with DollarDays, a Delaware
corporation (the “Merger Agreement”), providing for the merger of DollarDays
into Jeode (the “Merger”). The Merger was completed on June 23, 2008. Under the
terms of the Merger Agreement, Insignia will (1) issue American Depository
Receipts (“ADRs”) for approximately 73.3 million ordinary shares to DollarDays’
shareholders, (2) issue ADRs for approximately 7.7 million ordinary shares
to an
investor in DollarDays in repayment of a note payable to and an additional
investment in DollarDays, (3) issue a warrant for approximately 8.5 million
ordinary shares to Peter Engel, the chief executive officer of DollarDays,
(4)
issue a warrant for approximately 3.6 million ordinary shares to a financial
advisor to DollarDays, and (5) issue options to purchase approximately 19.8
million ADRs, in replacement of outstanding Dollar Days options. The closing
of
the Merger did not require Insignia shareholder approval.
After
the
Merger, and the transactions described above, and after the issuance of
approximately 7.7 million ADRs to raise $1 million in a private financing
transaction, current Insignia ADR holders will own approximately 37% of the
ongoing combined company. Approximately 64% of the ADRs contemplated by the
Merger will be issued subsequent to the closing of the Merger, and the remaining
ADRs will be issued following shareholder authorization of an increase in
Insignia’s authorized share capital.
The
description of the material terms of the Merger Agreement, attached hereto
as
Exhibit 10.90(1) and incorporated herein by reference as if set forth in full,
does not purport to be complete and is qualified in its entirety by reference
to
such exhibit.
Press
Release
On
June 26, 2008, we issued a press release announcing the Merger and the
appointment of Mr. Engel, as described in Item 5.02 below. A copy of this press
release is attached hereto as Exhibit 99.1.
Item
5.02. Departure Of Directors Or Certain Officers; Election Of Directors;
Appointment Of Certain Officers; Compensatory Arrangements Of Certain
Officers.
Resignation
of Messrs. Bearsted and McMillan
On
June
23, 2008, Viscount Nicholas Bearsted and Mark McMillan resigned from Insignia’s
Board of Directors.
Appointment
of Messrs. Engel, Baker, and Sobral
On
June
23, 2008, the Board of Directors of Insignia appointed Peter Engel, Christopher
Baker, and Filipe Sobral to serve on the Board of Directors
Appointment
of Mr. Engel as Chief Executive Officer
On
June
23, 2008, pursuant to the transactions contemplated by the Merger Agreement
and
concurrent with the completion of the Merger, Peter Engel was appointed Chief
Executive Officer of Insignia. Mr. Engel, 73, has served as the Chairman and
Chief Executive Officer of DollarDays since February 2007. Mr. Engel also serves
as Chairman and Chief Executive Officer of Affinity Media International
Corporation, a position held from 1992 to present; served as Acting
Chief Operating Officer of the Audio Book Division of NewStar Media from 1999
to
2000; co-founded Porosan Properties in 1990; served as an Associate Professor
at
the University of Southern California Entrepreneurial Program from 1990 to
1995;
and founded The American Consulting Corporation, where he served as President
and Chief Executive Officer from 1980 to 1989.
Item
9.01. Financial
Statements and Exhibits.
(a)
Financial Statements of Business Acquired.
The
financial statements required by this item are not included in this report
on
Form 8-K. Such financial statements will be filed by amendment to this report
on
Form 8-K/A as soon as they are available, but in no event later than seventy
one
(71) days after the date that the initial report on Form 8-K must be filed.
(b)
Pro Forma Financial Information.
The
Pro
Forma financial information required by this item is not included in this report
on Form 8-K. Such Pro Forma financial information will be filed by amendment
to
this report on Form 8-K/A as soon as it is available, but in no event later
than
seventy one (71) days after the date that the initial report on Form 8-K must
be
filed.
(c)
Shell Company Transactions.
Not
applicable.
(d)
Exhibits.
Exhibit
Number
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10.106
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Agreement
and
Plan of Merger by and among Insignia Solutions PLC, Jeode Inc., DollarDays
International, Inc., and the Representative (as defined therein),
dated
June 23, 2008
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99.1
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Press
release from Insignia Solutions plc, dated June 26, 2008, entitled
“Premier Online Wholesaler and Closeout Company DollarDays International
has Merged with Insignia
Solutions”
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Insignia
Solutions plc
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Date:
June 26, 2008
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By:
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/s/
George Monk
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George
Monk
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Chief
Financial Officer
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EXHIBIT
INDEX
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10.106
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Agreement
and Plan of Merger by and among Insignia Solutions PLC, Jeode Inc.,
DollarDays International, Inc., and the Representative (as defined
therein), dated June 23, 2008
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99.1
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Press
release from Insignia Solutions plc, dated June 26, 2008, entitled
“Premier Online Wholesaler and Closeout Company DollarDays International
has Merged with Insignia
Solutions”
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