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): October 28, 2004

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 October 28, 2004, the Registrant issued a press release to report its financial results for the quarter ended September 30, 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 October 28, 2004.

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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: October 28, 2004	By:	/s/ Robert E. Collins
		Robert E. Collins
		Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated October 28, 2004.

EX-99.1

EXHIBIT 99.1

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

INSIGNIA SOLUTIONS REPORTS THIRD QUARTER 2004
FINANCIAL RESULTS

FREMONT, Calif., October 28, 2004 — Insignia Solutions (Nasdaq: INSG) today reported financial results for the third quarter ended September 30, 2004.

Insignia reported third quarter net revenues of $107,000 from the ongoing launch and commercialization of the Company’s new technology, Secure System Provisioning (SSP) for the comprehensive device management of a growing, complex and diverse array of mobile devices. The net loss in the third quarter was $1.7 million, or $0.06 per share. As of September 30, 2004, the Company’s cash and cash equivalents were $477,000.

In the first nine months of 2004, Insignia reported revenue of $533,000. The net loss for the nine months ended September 30, 2004 was $4.9 million, or $0.17 per share.

Mark McMillan, chief executive officer of Insignia Solutions, said, “We are encouraged by the increasing interest in Insignia’s Over-The-Air (OTA) mobile device management technology. Our recently launched Secure System Provisioning v2 (SSP v2) technology has received very positive feedback, and we continue to make progress toward signing new customers. As the mobile device industry continues to adopt interoperability standards, Insignia is aggressively working to establish its position as a leader in standards-based OTA update technology”.

“Our recently completed financing transactions, which raised approximately $2.3 million in working capital, have reinforced our efforts to establish SSP v2 in the mobile operator community. We remain committed to extending our market share in mobile device management and ultimately returning shareholder value,” Mr. McMillan concluded.

Recent Highlights:

• On October 25, 2004, QUALCOMM announced that it is offering Firmware Over-The-Air Update capabilities to its BREW system in conjunction with Insignia Solutions.

• On October 18, 2004, Insignia Solutions announced that it had closed two equity financing transactions totaling approximately $2.3 million, net of transaction costs. The Company closed a private placement financing with certain institutional and other accredited investors pursuant to which it sold newly issued American Depositary Shares (ADSs) and warrants to purchase ADSs, for a total purchase price of approximately

Insignia Solutions Announces Q3 2004 Financial Results

$1.540 million, or $1.366 million, net of transaction costs. Additionally, pursuant to a letter dated October 7, 2004 and delivered under a previously executed agreement, the Company concurrently sold to Fusion Capital shares of newly issued ADSs, resulting in proceeds of approximately $1.0 million. A pro forma balance sheet as of September 30, 2004, including an adjustment to show the pro forma effect of the net proceeds from the October financings, is attached as Exhibit B.

• On October 6, 2004, Insignia Solutions announced that it extended its interoperability leadership by joining the Open Management Terminal Platform (OMTP) group. The OMTP group aims to establish an open framework for mobile device manufacturers and associated software and hardware suppliers to develop Open Mobile Terminal Platforms. Insignia is the first mobile device management specialist in the organization’s interoperability movement.

• On September 28, 2004, Insignia Solutions announced it launched its Device Management Interoperability Lab (DMIL) at Company headquarters. Insignia’s DMIL is now executing Open Mobile Alliance Device Management (OMA-DM) interoperability testing with a wide range of phone manufacturers and other mobile device management technology providers.

• On September 16, 2004, Insignia Solutions announced its Secure System Provisioning v2 (SSP v2), a new standards-based infrastructure software product for mobile operators. The Company also announced an agreement with New World Mobility, a Hong Kong mobile operator, to commercially deploy this new software platform for their subscribers, upon successful completion of testing.

• On September 15, 2004, Insignia Solutions announced that it joined the OSGi Alliance and became an active participant in its new Mobile Expert Group. The OSGi Alliance was formed by industry leaders to promote a standardized framework and method to dynamically update a range of consumer electronics based devices, ranging from set top boxes to telematics systems and new mobile phones.

Conference Call

Insignia Solutions will host a conference call on Thursday, October 28, 2004 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. 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 essential 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 NASDAQ under the symbol INSG. The company is headquartered in Fremont, California with research and development and

Insignia Solutions Announces Q3 2004 Financial Results

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 Secure System Provisioning (“SSP”) 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.

EXHIBIT A

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

	September 30,			December 31,
	2004			2003
ASSETS
Current assets:
Cash and cash equivalents	$	477		$	2,212
Restricted cash		50			20
Accounts receivable, net		489			50
Other receivables		33			1,153
Tax receivable		429			391
Prepaid royalties		—			2,185
Prepaid expenses		258			410
Total current assets		1,736			6,421
Property and equipment, net		144			154
Investment in affiliate		35			—
Other assets		222			219
	$	2,137		$	6,794
LIABILITIES,
REDEEMABLE WARRANTS
AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	357		$	468
Accrued liabilities		784			1,239
Note payable		—			1,000
Deferred revenue		238			1,460
Total current liabilities		1,379			4,167
Redeemable warrants		38			38
Shareholders’ equity:
Ordinary shares		9,656			8,111
Additional paid-in capital		64,002			61,898
Common stock subscription		—			575
Accumulated deficit		(72,477	)		(67,534	)
Other accumulated comprehensive loss		(461	)		(461	)
Total shareholders’ equity		720			2,589
	$	2,137		$	6,794

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

	Three months ended						Nine months ended
	September 30,						September 30,
	2004			2003			2004			2003
Net revenues:
License	$	100		$	201		$	521		$	393
Service		7			—			12			187
Total net revenues		107			201			533			580
Cost of net revenues:
License		—			70			28			221
Service		—			—			—			52
Total cost of net revenues		—			70			28			273
Gross profit		107			131			505			307
Operating expenses:
Sales and marketing		578			423			1,923			1,329
Research and development		654			670			2,126			2,695
General and administrative		603			665			1,864			2,195
Restructuring		—			(19	)		—			480
Total operating expenses		1,835			1,739			5,913			6,699
Operating loss		(1,728	)		(1,608	)		(5,408	)		(6,392	)
Interest income (expense), net		4			(14	)		6			(27	)
Other income (expense), net		(3	)		(124	)		248			3,418
Loss before income taxes		(1,727	)		(1,746	)		(5,154	)		(3,001	)
Provision for (benefit from) income taxes		2			(90	)		(211	)		(419	)
Net loss	$	(1,729	)	$	(1,656	)	$	(4,943	)	$	(2,582	)
Loss per share:
Basic and diluted	$	(0.06	)	$	(0.08	)	$	(0.17	)	$	(0.13	)
Weighted average shares and share equivalents:
Basic and diluted		29,384			20,634			29,081			20,272

EXHIBIT B

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

						Pro forma
	September 30,			Pro forma		September 30,
	2004			Adjustments		2004
ASSETS
Current assets:
Cash and cash equivalents	$	477		$	2,366		$2,843
Restricted cash		50			—		50
Accounts receivable, net		489			—		489
Other receivables		33			—		33
Tax receivable		429			—		429
Prepaid royalties		—			—		—
Prepaid expenses		258			—		258
Investment in affiliates		—			—		—
Total current assets		1,736			2,366		4,102
Property and equipment, net		144			—		144
Investment in affiliate		35			—		35
Other assets		222			—		222
	$	2,137		$	2,366	$	4,503
LIABILITIES,
REDEEMABLE WARRANTS
AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	357		$	—	$	357
Accrued liabilities		784			—		784
Accrued severance		—			—		—
Note payable		—			—		—
Deferred revenue		238			—		238
Accrued royalties		—			—		—
Total current liabilities		1,379			—		1,379
Redeemable warrants		38			—		38
Shareholders’ equity:
Ordinary shares		9,656			2,055		11,711
Additional paid-in capital		64,002			311		64,313
Common stock subscription		—			—		—
Accumulated deficit		(72,477	)		—		(72,477	)
Other accumulated comprehensive loss		(461	)		—		(461	)
Total shareholders’ equity		720			2,366		3,086
	$	2,137		$	2,366	$	4,503