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
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June 6,
2017
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Date of
Report (Date of Earliest Event Reported)
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Insignia Systems,
Inc.
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(Exact
Name of Registrant as Specified in its Charter)
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Minnesota
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001-13471
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41-1656308
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(State
of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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8799 Brooklyn Blvd.Minneapolis, Minnesota
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55445
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(763) 392-6200
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(Registrant’s
Telephone Number, Including Area Code)
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(Former
Name or Former Address, if Changed Since Last Report.)
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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):
☐
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§
230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2 of this chapter):
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 13(a) of the Exchange Act. ☐
Item
7.01.
Regulation
FD Disclosure.
Insignia
Systems, Inc. expects to disclose the following supplemental
information regarding the company in connection with a presentation
to shareholders to be held on June 6, 2017.
As of May 29, 2017 POPS bookings for the quarter ending June 30,
2017 were trending slightly below the same point in the second
quarter of 2016. Total bookings for POPS programs set to run in the
remainder of 2017 remain relatively flat compared to the same point
in 2016. Although the company expects new sales opportunities in
the second half of 2017, it continues to project a loss for 2017 as
a result of investments necessary to restart revenue
growth.
Cautionary Statement for the Purpose of Safe Harbor Provisions of
the Private Securities Litigation Reform Act of 1995
Statements
in this report that are not statements of historical or current
facts are considered forward-looking statements within the meaning
of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, as amended. The words
“anticipates,” “believes,”
“expects,” “intends,” and similar
expressions identify forward-looking statements. Readers are
cautioned not to place undue reliance on these or any
forward-looking statements, which speak only as of the date of this
press release. Statements made in this report regarding, for
instance: expectations as to full year and future financial
performance; benefits of investments; and ability to sustain and
grow core products and status and timing of launch of new products,
are forward-looking statements. These forward-looking statements
are based on current information, which we have assessed and which
by its nature is dynamic and subject to rapid and even abrupt
changes. As such, actual results may differ materially from the
results or performance expressed or implied by such forward-looking
statements. Forward-looking statements involve known and unknown
risks, uncertainties and other factors, including: (i) the risk
that the company may be unable to fully or successfully implement
our business plan to achieve and maintain profitability in the
future; (ii) the risk that the company will not be able to sustain
and grow core product offerings or to develop, implement and grow
new product offerings in a successful manner, including our ability
to gain retailer acceptance of new product offerings; (iii) the
unexpected loss of a major consumer packaged goods manufacturer
relationship or retailer agreement or termination of our
relationship with News America; (iv) prevailing market conditions
in the in-store advertising industry, including intense competition
for agreements with retailers and consumer packaged goods
manufacturers and the effect of any delayed or cancelled customer
programs; (v) potentially incorrect assumptions by management with
respect to the financial effect of cost containment or reduction
initiatives, current strategic decisions, current sales trends for
fiscal year 2017; and (vi) other economic, business, market,
financial, competitive and/or regulatory factors affecting the
Company’s business generally, including those set forth in
our Annual Report on Form 10-K for the year ended December 31, 2016
and additional risks, if any, identified in our Quarterly Reports
on Form 10-Q and our Current Reports on Forms 8-K filed with the
SEC. Such forward-looking statements should be read in conjunction
with the Company's filings with the SEC. The Company assumes no
responsibility to update the forward-looking statements contained
in this press release or the reasons why actual results would
differ from those anticipated in any such forward-looking
statement, other than as required by law.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this Current Report to be signed on its behalf by
the undersigned hereunto duly authorized.
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INSIGNIA
SYSTEMS, INC.
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Dated:
June 6, 2017
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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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(on
behalf of registrant)
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