Blueprint
As filed with the Securities and
Exchange Commission on August 8, 2018.
Registration no.
333-205961
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
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Post-Effective Amendment No.
1
to
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”
and 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 Securities Act ☐
EXPLANATORY
NOTE
Insignia Systems, Inc. (the
“Company”) is filing this
Post-Effective Amendment No.1 to Form S-8 Registration Statement
(the “Post-Effective
Amendment”) to deregister certain securities
originally registered by the Company pursuant to its Registration
Statement on Form S-8 filed with the Securities and Exchange
Commission (the “Commission”) on July 30,
2015 (Registration Statement No. 333-205961, referred to herein as
the “Prior
Registration Statement”) with
respect to the shares of the Company’s common stock, par
value $.01 per share (the “Common Stock”), thereby
registered for offer or sale pursuant to the Insignia Systems, Inc.
2013 Omnibus Stock and Incentive Plan (the “2013 Plan”). The Prior
Registration Statement registered 200,000 shares of Common
Stock.
The Company has since adopted a new
equity incentive plan, the Insignia Systems, Inc. 2018 Equity
Incentive Plan (the “2018 Plan”) which
replaces the 2013 Plan as of July 20, 2018, the date the
Company’s stockholders approved the 2018 Plan. No future
awards will be made under the 2013 Plan. This Post-Effective
Amendment is being filed solely to carry forward the 151,921 shares
registered under the Prior Registration Statement that will not be
used for awards under the 2013 Plan to the 2018 Plan (the
“Carryover
Shares”). The Carryover Shares are hereby deregistered
under the Prior Registration Statement.
Contemporaneously with the filing
of this Post-Effective Amendment, the Company is filing a new
Registration Statement on Form S-8 (the “New Registration
Statement”) to register the shares of Common Stock now
available for offer or sale pursuant to the 2018 Plan, including
but not limited to the Carryover Shares. The registration fee paid
for the Carryover Shares under the Prior Registration Statement
shall be carried over to the New Registration
Statement.
The Company may, from time to time,
file additional post-effective amendments to the Prior Registration
Statement to deregister shares that subsequently become available
for new awards under the 2018 Plan due to outstanding awards under
the 2013 Plan expiring, being forfeited or terminated, or settled
in cash, and transfer such shares to the New Registration
Statement.
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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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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