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): December 12, 2005
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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41300 CHRISTY STREET
FREMONT, CALIFORNIA
94538
UNITED STATES OF AMERICA
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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):
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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)) |
TABLE OF CONTENTS
ITEM 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING
RULE OR STANDARD; TRANSFER OF LISTING.
On December 12, 2005, Insignia Solutions plc (the “Registrant”) received a NASDAQ Staff
Determination letter from The Nasdaq Stock Market indicating that the Registrant is not in
compliance with MarketPlace Rule 4320(e)(2)(B) and that such noncompliance serves as an additional
basis for delisting the Company’s securities from The Nasdaq
Stock Market. NASDAQ MarketPlace Rule
4320(e)(2)(B) requires the Registrant to have a minimum of $2,500,000 in stockholders’ equity or
$35,000,000 market value of listed securities or $500,000 of net income from continuing operations
for the most recently completed fiscal year or two of the three most recently completed fiscal
years. As of September 30, 2005, the Registrant’s stockholders’ equity was $1,849,000, the market
value of its listed securities was $16,576,180 and the Registrant reported losses from continuing
operations in each of the three most recently completed fiscal years.
The Registrant previously received a NASDAQ Staff Determination letter that the Registrant was
not in compliance with Marketplace Rule 4310(c)(14) because the Registrant had not timely filed its
Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 as required by NASDAQ
Marketplace Rule 4310(c)(14) and that the Registrant’s securities were therefore subject to
delisting from the Nasdaq Stock Market at the opening of business on December 1, 2005. As a result
of the filing delinquency, the Registrant’s trading symbol changed from “INSG” to “INSGE”
commencing on November 25, 2005. The Registrant filed its Form 10-Q for the quarter ended September
30, 2005 with the Securities and Exchange Commission on
December 9, 2005. The Registrant has been informed by The NASDAQ
Stock Market that its trading symbol will revert to “INSG” effective December 21, 2005 due to its having achieved compliance with such
filing requirement.
The Registrant also requested a hearing before a NASDAQ Listing Qualifications Panel to review
the NASDAQ Stock Market’s decision. The hearing occurred on
December 15, 2005. During the hearing, the Registrant presented its plan to regain and sustain compliance with NASDAQ
listing requirements. The Registrant’s
securities will remain listed on the NASDAQ Capital Market pending the outcome of the NASDAQ
Listing Qualifications Panel’s decision. However, the Registrant cannot provide any assurances that it
will be able to maintain its continued listing
on the Nasdaq Capital
Market. Delisting from the Nasdaq Capital Market would likely reduce the liquidity of the
Registrant’s securities, could cause investors not to trade in the Registrant’s securities and
result in a lower stock price, and could have an adverse effect on the Registrant.
On
December 16, 2005, the Registrant issued a press release, attached to this Current Report
on Form 8-K as Exhibit 99.01, reporting that it had received a NASDAQ Staff Determination letter
described in this Current Report on Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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(d) Exhibits. |
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Number
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Description |
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99.01
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Press release dated December 16, 2005. |