8-K

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): February 10, 2005

Insignia Solutions plc

(Exact name of Registrant as specified in its charter)

England and Wales	0-27012	Not Applicable
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification No.)

41300 CHRISTY STREET	THE MERCURY CENTRE, WYCOMBE LANE
FREMONT, CALIFORNIA 94538	WOOBURN GREEN
UNITED STATES OF AMERICA	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))

TABLE OF CONTENTS

EXHIBIT 99.1

Item 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On February 10, 2005, the Registrant issued a press release to report its financial results for the year ended December 31, 2004. A copy of that press release is attached hereto as Exhibit 99.1.

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 February 10, 2005.

-2-

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: February 10, 2005	By:	/s/ Robert E. Collins
		Robert E. Collins
		Vice President and Chief Financial Officer

-3-

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated February 10, 2005.

EX-99.1

Exhibit 99.1

CONTACTS:
Insignia Solutions	Financial Dynamics
Robert Collins, Chief Financial Officer	Investors: Teresa Thuruthiyil
(510) 360-3700	(415) 439-4500

INSIGNIA SOLUTIONS REPORTS FOURTH QUARTER 2004
FINANCIAL RESULTS

FREMONT, Calif., February 10, 2005 — Insignia Solutions (Nasdaq: INSG) today reported financial results for the fourth quarter ended December 31, 2004.

Insignia reported fourth quarter net revenues of $8,000 from the ongoing launch and commercialization of the Company’s new technology, Secure System Provisioning (SSPv2) for the comprehensive device management of a growing, complex and diverse array of mobile devices. The net loss in the fourth quarter was $2.1 million, or $0.06 per share. As of December 31, 2004, the Company had cash and cash equivalents of $902,000.

For the twelve months ended December 31, 2004, Insignia reported net revenues of $541,000. The net loss for 2004 was $7.1 million, or $0.23 per share.

Recent Highlights:

•   In a separate release today, the Company announced that it has entered into an agreement to acquire mi4e Device Management AB, a private company headquartered in Sweden. The acquisition, which is subject to customary closing conditions, is expected to close by March 1, 2005. Furthermore, the Company has secured new equity financing to fund the combined company’s new business pursuits.

•   On December 9, 2004, Insignia announced the appointments of David Lai to Vice President of Field Operations and Mario Cohen Andijar to Director of Southern European and Latin American Sales.

•   In November 2004, the Company announced the deployment of SSP v2 mobile device management platform with the Hong Kong Wireless Development Centre Ltd. (HKWDC) to support the mobile operator community of Hong Kong. The Centre provides a multi-operator and multi-vendor platform with connectivity to the wireless network including GSM, GPRS, 802.11, EDGE and 3G. Insignia SSP v2 has been installed in HKWDC’s facility at Cyberport in Hong Kong SAR and is in the process of testing and deployment with operators.

Conference Call

Insignia Solutions will host a conference call on Thursday, February 10, 2005 at 2:00 p.m. Pacific Time. A live webcast will be available via a link on the Investor Relations portion of Insignia’s website at www.insignia.com A question and answer session will follow immediately. An on-demand archive of the call will be available through the Company’s website for a period of two weeks after the event.

About Insignia Solutions
Insignia provides an important ingredient to mobile operators and terminal manufacturers by enabling customers to manage a growing, complex and diverse community of mobile devices. Insignia’s products and services radically reduce customer care and recall costs, maintain device integrity, and enable a wide range of new mobile services. Founded in 1986, Insignia has a long history of innovation, stewardship of major industry standards, and the trust of dozens of manufacturers around the world. Insignia Solutions is traded on the NASDAQ under the symbol INSG. The company is headquartered in Fremont, California with research and development and European operations based in the United Kingdom. For additional information about Insignia or its products please visit http://www.insignia.com.

Insignia, Insignia Solutions, and the Insignia Solutions logo are registered trademarks, and Secure System Provisioning, Open Management Client, Dynamic Capabilities and Over-The-Air Repair are trademarks of Insignia Solutions, Inc. All other trademarks are the property of their respective holders.

Forward-Looking Statements
The statements in this press release relating to matters that are not historical are forward-looking statements that involve risks and uncertainties. This release includes forward-looking statements that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those referred to in the forward-looking statements. Such factors include, but are not limited to, Insignia’s need for additional capital to sustain operations, Insignia’s reliance on the successful introduction of its SSP v2 product line, Insignia’s need to generate significantly greater revenue to achieve profitability and Insignia’s liquidity and capital needs. Further details on these and other risks are set forth in Insignia Solutions’ filings with the Securities and Exchange Commission, including its most recent filings on Forms 10-K and 10-Q. These filings are available on a website maintained by the Securities and Exchange Commission at http://www.sec.gov. Insignia Solutions does not undertake an obligation to update forward-looking or other statements in this release.

(Tables Follow)

INSIGNIA SOLUTIONS PLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands)
(unaudited)

	December 31,			December 31,
	2004			2003
ASSETS
Current assets:
Cash and cash equivalents	$	902		$	2,212
Restricted cash		50			20
Accounts receivable		175			50
Other receivables		241			1,153
Tax receivable		322			391
Prepaid royalties		—			2,185
Prepaid expenses		456			410
Total current assets		2,146			6,421
Property and equipment, net		140			154
Investment in affiliate		68			—
Other assets		233			219
	$	2,587		$	6,794
LIABILITIES, REDEEMABLE WARRANTS AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	241		$	468
Accrued liabilities		995			1,239
Note payable		—			1,000
Deferred revenue		10			1,460
Total current liabilities		1,246			4,167
Redeemable warrants		—			38
Shareholders’ equity:
Ordinary shares		11,940			8,111
Additional paid-in capital		64,458			61,898
Common stock subscription		—			575
Accumulated deficit		(74,596	)		(67,534	)
Other accumulated comprehensive loss		(461	)		(461	)
Total shareholders’ equity		1,341			2,589
	$	2,587		$	6,794

INSIGNIA SOLUTIONS PLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except per share amounts)
(unaudited)

	Three months ended						Twelve months ended
	December 31,						December 31,
	2004			2003			2004			2003
Net revenues:
License	$	—		$	129		$	521		$	522
Service		8			1			20			188
Total net revenues		8			130			541			710
Cost of net revenues:
License		—			67			28			288
Service		14			—			14			52
Total cost of net revenues		14			67			42			340
Gross profit		(6	)		63			499			370
Operating expenses:
Sales and marketing		588			428			2,511			1,757
Research and development		681			678			2,807			3,373
General and administrative		715			481			2,579			2,676
Restructuring		—			18			—			498
Total operating expenses		1,984			1,605			7,897			8,304
Operating loss		(1,990	)		(1,542	)		(7,398	)		(7,934	)
Interest income (expense), net		—			(13	)		6			(40	)
Other income (expense), net		1			(277	)		249			3,141
Loss before income taxes		(1,989	)		(1,832	)		(7,143	)		(4,833	)
Provision for (benefit from) income taxes		130			(91	)		(81	)		(510	)
Net loss	$	(2,119	)	$	(1,741	)	$	(7,062	)	$	(4,323	)
Net loss per share Basic	$	(0.06	)	$	(0.07	)	$	(0.23	)	$	(0.20	)
Diluted	$	(0.06	)	$	(0.07	)	$	(0.23	)	$	(0.20	)
Weighted average shares and share equivalents:
Basic		33,495			24,539			30,191			21,231
Diluted		33,495			24,539			30,191			21,231