8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549-1004

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report:

July 23, 2008

INSIGNIA SYSTEMS, INC.

(Exact name of registrant as specified in its chapter)

Minnesota	1-13471	41-1656308
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6470 Sycamore Court North, Maple Grove, Minnesota	55369
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code   (763) 392-6200

(Former name or former address, if changed since last report)

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:

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 2.02. Results of Operations and Financial Condition.

On July 23, 2008, the registrant issued a press release disclosing financial information regarding the second quarter ended June 30, 2008. A copy of the press release is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated July 23, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Insignia Systems, Inc.
	(Registrant)
Date:   July 24, 2008	By	/s/ Scott F. Drill
		Scott F. Drill, President and Chief Executive Officer

EX-99.1

EXHIBIT 99.1

Contact: Scott Drill, President and CEO

(763) 392-6200; (800) 874-4648

FOR IMMEDIATE RELEASE

Insignia Systems, Inc. Reports Second Quarter Net Income of $410,000

on POPS Revenue Increase of 11.1%; Legal Expense of $849,000

MINNEAPOLIS – July 23, 2008 – Insignia Systems, Inc. (Nasdaq: ISIG) today reported net sales of $7,578,000 for the second quarter ended June 30, 2008, an increase of 8.7%, compared to net sales of $6,969,000 for the second quarter of 2007. The net income for the second quarter of 2008 was $410,000 or $0.03 per basic and diluted share, compared to $1,198,000, or $0.08 per basic share ($0.07 per fully diluted share), for the second quarter of 2007. Insignia Point-of-Purchase Services^® (POPS) revenue for the second quarter of 2008 was $6,883,000, an increase of 11.1%, compared to the second quarter 2007 POPS revenue of $6,193,000.

For the six months ended June 30, 2008, net sales were $14,141,000, an increase of 8.5%, compared to net sales of $13,034,000 for the six months ended June 30, 2007. The net income for the first half of 2008 was $170,000 or $0.01 per basic and diluted share, compared to $1,625,000, or $0.11 per basic share ($0.10 per fully diluted share) for the same period of 2007. Insignia POPS revenue for the first six months of 2008 was $12,831,000, an increase of 11.0%, compared to the first six months of 2007 POPS revenue of $11,563,000.

CEO Scott Drill commented, “We are pleased that we were able to return to profitability in the quarter despite legal expense of $849,000. Sales momentum is continuing in the current quarter in that we have POPS customer orders of approximately $7,150,000 with six weeks of selling time left. The third quarter will be our all time record POPS revenue quarter. Activity on the retail side of the business was high as we signed new agreements with A & J Seabra, Affiliated Foods Southwest, Associated Grocers of New England, Associated Grocers of Maine, Foodmaster, Garden Fresh Market, Hollywood and Laurel Grocery. These agreements potentially give us access to over 1,000 new stores. The relationship with Valassis continues to go well as the collaboration is effective on both the CPG and retail sides of the business.”

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Insignia Systems, Inc. • 6470 Sycamore Court North, Maple Grove, MN 55369 • Phone 763-392-6200 • Fax 763-392-6222

http://www.insigniasystems.com • email: info@insigniasystems.com

July 23, 2008 Insignia Systems, Inc. Reports Second Quarter Results Page 2

Drill continued, “On the legal front, it has been extremely busy the past few months. Document production is essentially complete and numerous depositions have been taken. We remain optimistic about our case, which is scheduled to be trial ready by March 20, 2009.

Finally, our cash position on June 30, 2008 was $7,114,000, up from $6,674,000 on March 31, 2008.”

Conference Call

The Company will host a conference call today, July 23, at 4:00 p.m. Central Time. To access the live call, dial toll-free 877-723-9520 or toll 719-325-4792. The conference code is 4236817. Please be sure to call in about 5-10 minutes before the call is scheduled to begin. Audio replay will be available approximately three hours after the call for 10 days. To access the replay, dial toll-free 888-203-1112 or toll 719-457-0820 and reference the passcode 4236817.

Insignia Systems, Inc. is an innovative developer and marketer of in-store advertising products, programs and services to retailers and consumer goods manufacturers. Through its Point-Of-Purchase Services (POPS) business, Insignia is contracted with more than 9,500 chain retail supermarkets and drug stores, including A&P, Kroger and Safeway. Through the nationwide POPS network, over 200 major consumer goods manufacturers, including General Mills, Reckitt Benckiser, Kellogg Company, Nestlé, Pfizer, S.C. Johnson & Son and Tyson Foods, have taken their brand messages to the point-of-purchase. For additional information, contact (888) 474-7677, or visit the Insignia POPS Web site at www.insigniapops.com.

Except for the historical information contained herein, the matters discussed in this news release are forward-looking statements. The Company’s actual results could differ materially from these forward-looking statements as a result of a number of factors, including risks and uncertainties as described in the Company’s SEC Form 10-K for the year ended December 31, 2007 and other recent filings with the Securities and Exchange Commission. The Company wishes to caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made.

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Insignia Systems, Inc. • 6470 Sycamore Court North, Maple Grove, MN 55369 • Phone 763-392-6200 • Fax 763-392-6222

http://www.insigniasystems.com • email: info@insigniasystems.com

July 23, 2008 Insignia Systems, Inc. Reports Second Quarter Results Page 3

Insignia Systems, Inc.

STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2008		2007		2008		2007
Net Sales	$	7,578,000	$	6,969,000	$	14,141,000	$	13,034,000
Cost of Sales		3,284,000		2,809,000		6,313,000		5,516,000
Gross Profit		4,294,000		4,160,000		7,828,000		7,518,000
Operating Expenses:
Selling		1,669,000		1,426,000		3,317,000		2,895,000
Marketing		399,000		362,000		760,000		695,000
General & Administrative		1,643,000		1,195,000		3,465,000		2,324,000
Operating Income		583,000		1,177,000		286,000		1,604,000
Other Income, net		34,000		27,000		91,000		37,000
Income Before Taxes		617,000		1,204,000		377,000		1,641,000
Income Tax Expense		207,000		6,000		207,000		16,000
Net Income	$	410,000	$	1,198,000	$	170,000	$	1,625,000
Net Income per Share
Basic	$	0.03	$	0.08	$	0.01	$	0.11
Diluted	$	0.03	$	0.07	$	0.01	$	0.10
Shares used in calculation of net income per share:
Basic		15,590,000		15,344,000		15,590,000		15,323,000
Diluted		16,000,000		16,139,000		16,055,000		16,080,000

SELECTED BALANCE SHEET DATA

	June 30, 2008		December 31, 2007
Cash and cash equivalents	$	7,114,000	$	7,393,000
Working capital		8,249,000		7,751,000
Total assets		15,968,000		13,340,000
Total liabilities		5,742,000		3,663,000
Shareholders’ equity		10,226,000		9,677,000

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Insignia Systems, Inc. • 6470 Sycamore Court North, Maple Grove, MN 55369 • Phone 763-392-6200 • Fax 763-392-6222

http://www.insigniasystems.com • email: info@insigniasystems.com