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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): August 10, 2005

Insignia Solutions plc

(Exact name of Registrant as specified in its charter)
         
England and Wales
(State or other jurisdiction of
incorporation or organization)
  0-27012
(Commission File Number)
  Not Applicable
(I.R.S. Employer
Identification No.)
     
41300 CHRISTY STREET
FREMONT, CALIFORNIA 94538
UNITED STATES OF AMERICA
  THE MERCURY CENTRE, WYCOMBE LANE
WOOBURN GREEN
HIGH WYCOMBE, BUCKS HP10 0HH
UNITED KINGDOM
(Address of principal executive offices) (Zip code)

(510) 360-3700
(44) 1628-539500

(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):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


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Item 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2


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Item 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On August 10, 2005, the Registrant issued a press release to report its financial results for the three and six months ended June 30, 2005. A copy of that press release is attached hereto as Exhibit 99.1. Also on August 10, 2005, the Registrant presented its financial results for the three and six months ended June 30, 2005 in a conference call. The conference call was pre-announced and was available to the public through live teleconference and webcast. A copy of the transcript is attached hereto as Exhibit 99.2

The information in this report, including the exhibit hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 or 12 (a) (2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be deemed to be incorporated by reference into any filing with the SEC whether before or after the date hereof, regardless of any general incorporation language contained in such filing (unless the registrant specifically states that the information or exhibit in this particular report is incorporated by reference).

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(c) The following exhibits are furnished with this report:

     
Exhibit    
Number   Description
99.1
  Press release dated August 10, 2005.
 
99.2
  Transcript of the Registrant’s publicly available investor and analyst conference call on August 10, 2005 presenting the financial results for the three and six months ended June 30, 2005.

 


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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 thereunto duly authorized.

         
  Insignia Solutions plc
(Registrant)
 
 
Date: August 15, 2005  By:   /s/ Roger D. Friedberger    
    Roger D. Friedberger  
    Principal Accounting Officer and
Chief Financial Officer
 
 

 


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EXHIBIT INDEX

     
Exhibit    
Number   Description
99.1
  Press release dated August 10, 2005
99.2
  Transcript of the Registrant’s publicly available investor and analyst conference call on August 10, 2005 presenting the financial results for the three and six months ended June 30, 2005.