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): November 30, 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 incorporation or organization)	(Commission File Number)	(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))

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

     On December 5, 2005, Insignia Solutions plc (the “Registrant”) entered into an employment offer letter with John Davis for the position of Vice President of Finance and Chief Financial Officer of the Registrant. The offer letter provides that Mr. Davis will be entitled to cash compensation of $16,666.67 per month and will be eligible for bonuses totaling $10,000 per quarter, with bonus goals subject to approval of the Compensation Committee of the Registrant’s Board of Directors. Subject to approval by the Registrant’s Board of Directors, Mr. Davis will be granted a stock option to purchase 400,000 shares of the Registrant’s ordinary shares, which option will become fully vested in the event of Mr. Davis’ employment termination or demotion subsequent to a change of control of the Registrant. Mr. Davis’ offer letter also provides that in the event that his employment is terminated or he is demoted as a result of a change of control of the Registrant, he will be entitled to receive six months pay.

ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

     (b) On November 30, 2005, Richard Noling completed his anticipated term as Interim Chief Financial Officer of the Registrant.

     (c) On November 23, 2005, the Registrant’s Board of Directors appointed John Davis, age 50, as the Chief Financial Officer of the Registrant, effective as of December 8, 2005. Prior to joining the Registrant, Mr. Davis served as Chief Financial Officer of Wherify Wireless, Inc. from July 2005 to December 2005. From July 2004 to July 2005, Mr. Davis was the Chief Financial Officer of Wherify California, a subsidiary of Wherify Wireless, Inc. From September 1998 to January 2004, Mr. Davis served as Chief Operating Officer and Chief Financial Officer for ConnectCom Solutions, Inc. From 1997 to 1998, he served as Vice President and Corporate Controller for Southwall Technologies Inc. Mr. Davis is a certified public accountant and holds a B.S. in Accounting and a Masters degree in Business Administration.

     The terms of Mr. Davis’ employment offer letter are described in Item 1.01 of this report on Form 8-K.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

     (d) Exhibits.

Exhibit No.	Exhibit Title
10.01	Employment offer letter between the Registrant and John Davis dated November 21, 2005.

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 hereunto duly authorized.

	Insignia Solutions plc
Date: December 12, 2005	By:	/s/ Mark McMillan
		Mark McMillan
		President and Chief Executive Officer

Exhibit List

Exhibit No.	Exhibit Title
10.01	Employment offer letter between the Registrant and John Davis dated November 21, 2005.

EX-10.01

Exhibit 10.01

[INSIGNIA LETTERHEAD]

Mr. John Davis November 21, 2005

Dear John:

It is always an exciting part of my job to see Insignia Solutions plc. (Insignia) grow as we add quality people to our team. Towards that end, I am pleased to extend this offer of employment to you. I wanted to write to tell you how delighted we are that you may be joining us and to briefly summarize some of the terms of our offer.

We hope that you will join us as Vice President of Finance and CFO beginning December 8, 2005. Your starting salary will be $16,666.67 per month paid semi-monthly (subject to standard tax and other withholdings/deductions). Additionally, you may be eligible for bonuses totaling $10,000 per quarter. Bonus goals will be determined between you and me with approval by the compensation committee of our Board of Directors.

If you need more time to transition out of your current position, I am open to discuss a part time arrangement through the end of the year. Please let me know your thoughts.

You will receive an incentive stock option grant of 400,000 incentive stock options priced at the closing price on your first day with us. This grant will vest over four years. You will vest 25% on the one-year anniversary and 1/48th each month thereafter. Should the company be acquired while you are an active employee with us, 100% of any unvested portion of this grant will vest immediately in the event of your termination or demotion subsequent to the change of control. In addition, you will receive 6 months pay in the event that you lose your position or are demoted as a result of a change in control. The terms of your stock option grant will be set forth in more detail in a separate stock option agreement.

You will be eligible for health benefits commencing on your first day of the month after you begin employment with us. You will need to satisfy the insurer’s standard eligibility requirements.

All employment with us is at-will. That means that either you or we can end our employment relationship with or without cause or advance notice. Although we hope that your employment with us will be everything that you hope, if you are not satisfied with it, then you will be free to leave it.

We hope that you will indicate your acceptance by signing and returning one copy of this employment agreement. I am looking forward to seeing you on the team!

Sincerely,

/s/ Mark McMillan
Mark McMillan
President and CEO

Offer Accepted        /s/ John Davis           Dated December 5, 2005

     John Davis