-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FukMiTgdFAVqn1u72Iq6lE9wczIhg/XsbmAEvl57XiXg72++BUgNWZS7PpFzwtoD VdqvGF/q1px8ky+18COxMw== 0000884300-98-000031.txt : 19980212 0000884300-98-000031.hdr.sgml : 19980212 ACCESSION NUMBER: 0000884300-98-000031 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980211 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INSIGNIA SYSTEMS INC/MN CENTRAL INDEX KEY: 0000875355 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES [5040] IRS NUMBER: 411656308 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-41912 FILM NUMBER: 98531948 BUSINESS ADDRESS: STREET 1: 10801 RED CIRCLE DR CITY: MINNETONKA STATE: MN ZIP: 55343 BUSINESS PHONE: 6129308200 MAIL ADDRESS: STREET 1: 10801 RED CIRCLE DRIVE STREET 2: 10801 RED CIRCLE DRIVE CITY: MINNETONKA STATE: MN ZIP: 55343 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PERKINS CAPITAL MANAGEMENT INC ET AL CENTRAL INDEX KEY: 0000884300 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 411501962 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 730 EAST LAKE STREET CITY: WAYZATA STATE: MN ZIP: 55391-1769 BUSINESS PHONE: 6124738367 MAIL ADDRESS: STREET 1: 730 EAST LAKE STREET CITY: WAYZATA STATE: MN ZIP: 55391 SC 13G/A 1 ISIG13GA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.__9__)* Insignia Systems, Incorporated - ----------------------------------------------------------------------------- (Name of Issuer) Common Stock - ----------------------------------------------------------------------------- (Title of Class of Securities) 45765Y-10-5 ------------------------------ (CUSIP Number) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SEC 1745 (2/92) Page 1 of 7 pages CUSIP No. 45765Y-10-5 13G Page 2 of 7 pages 1 NAME OF REPORTING PERSON S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON Perkins Capital Management, Inc. IRS ID No.: 41-1501962 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /_/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION 730 East Lake Street, Wayzata, MN 55391-1769 5 SOLE VOTING POWER NUMBER OF 879,500 6 SHARED VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 7 SOLE DISPOSITIVE POWER 2,580,100 EACH REPORTING PERSON 8 SHARED DISPOSITIVE POWER 0 WITH 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,580,100 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /_/ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 23.0% 12 TYPE OF REPORTING PERSON* IA SEC 1745 (2/92) Page 2 of 7 pages CUSIP No. 45765Y-10-5 13G Page 3 of 7 pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S IDENTIFICATION NO. OF THE ABOVE PERSON The Perkins Opportunity Fund 13-3682185 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) /_/ (b) /_/ 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION A Massachusetts Business Trust NUMBER OF 5. SOLE VOTING POWER 0 (Refer to page two of seven, item five) SHARES 6. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 7. SOLE DISPOSITIVE POWER 0 (Refer to page two of seven, item seven) REPORTING 8. SHARED DISPOSITIVE POWER PERSON WITH 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * /_/ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 14.6% 12. TYPE OF REPORTING PERSON * IC SEC 1745 (2/92) Page 3 of 7 pages CUSIP No. 45765Y-10-5 13G Page 4 of 7 pages ITEM 1. (a) Name of Issuer Insignia Systems, Incorporated (b) Address of Issuer's Principal Executive Offices 10801 Red Circle Drive, Minnetonka, MN 55343 ITEM 2. (a) Name of Persons Filing Perkins Capital Management, Inc., a Minnesota Corporation The Perkins Opportunity Fund, a Massachusetts Business Trust (b) Address of Principal Business Office or, if none, Residence 730 East Lake Street, Wayzata, MN 55391-1769 (c) Citizenship A Minnesota Corporation A Massachusetts Business Trust (d) Title of Class of Securities Common (e) CUSIP Number 45765Y-10-5 ITEM 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) /_/ Broker or a Dealer registered under Section 15 of the Act (b) /_/ Bank as defined in section 3(a)(6) of the Act (c) /_/ Insurance Company as defined in section 3(a)(19) of the Act (d) /X/ Investment Company registered under section 8 of the Investment Company Act (e) /X/ Investment Adviser registered under section 203 of the Investment Advisers Act of 1940 (f) /_/ Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund (g) /_/ Parent Holding Company, in accordance with 240.13d-1(b)(ii)(G) (Note: See Item 7) SEC 1745 (2/92) Page 4 of 7 pages CUSIP No. 45765Y-10-5 13G Page 5 of 7 pages (h) /_/ Group, in accordance with 240.13d-1(b)(1)(ii)(H) ITEM 4. OWNERSHIP (a) The amount beneficially owned is 2,580,100 shares of common stock. This includes 1,870,100 shares and 210,000 warrants (exerciseable within 60 days) owned by the clients of Perkins Capital Management, Inc., and 500,000 common shares and 500,000 warrants (exerciseable within 60 days) owned by the Perkins Opportunity Fund. Perkins Capital Management, Inc. disclaims beneficial interest in the Perkins Opportunity Fund shares. (b) The percent of class is 37.6%. This includes a percentage of class of 23.0% by clients of Perkins Capital Management, Inc. and 14.6% by the Perkins Opportunity Fund. (c) Number of shares as to which such person has: (i) Perkins Capital Management, Inc. has the sole power to vote 879,500 common shares, including the 500,000 shares owned by the Perkins Opportunity Fund. (ii) There are zero shares with shared power to vote or to direct the vote. (iii) Perkins Capital Management, Inc. has sole power to dispose of 2,580,100 common shares (this includes 1,000,000 common equivalents owned by the Perkins Opportunity Fund). (iv) There are zero shares with shared power to dispose or to direct the disposition. SEC 1745 (2/92) Page 5 of 7 pages CUSIP No. 45765Y-10-5 13G Page 6 of 7 pages ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Not Applicable ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not applicable. ITEM 10. CERTIFICATION By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. January 30, 1998 By /s/ Bradley A. Erickson ---------------------------------------------- (Signature) Bradley A. Erickson Vice President ---------------------------------------------- (Name/Title) SEC 1745 (2/92) Page 6 of 7 pages CUSIP No. 45765Y-10-5 13G Page 7 of 7 pages JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(f)(1) This agreement is made pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934 (the "ACT") by and among the parties listed below, each referred to herein as a "Joint Filer". The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the ACT and the Rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G as appropriate and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that to the best of their knowledge and belief they each satisfy the requirements for making a joint filing under Rule 13d-1. January 30, 1998 /s/ Bradley A. Erickson /s/ Steven J. Paggioli - ----------------------------- -------------------------------- Perkins Capital Management, Inc. Perkins Opportunity Fund Series Bradley A. Erickson Professionally Managed Portfolio Steven J. Paggioli -----END PRIVACY-ENHANCED MESSAGE-----