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:

October 29, 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.)

8799 Brooklyn Blvd., Minneapolis, Minnesota	55445
(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 October 29, 2008, the registrant issued a press release disclosing financial information regarding the third quarter ended September 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 October 29, 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:   October 30, 2008	By	/s/ Scott F. Drill
		Scott F. Drill, President and Chief Executive Officer

EX-99.1

	EXHIBIT 99.1
FOR IMMEDIATE RELEASE Contact: Scott Drill, President and CEO (763) 392-6200; (800) 874-4648

Insignia Systems, Inc. Reports Record Third Quarter POPS Revenue;

An Increase of 39.9%; Fourth Quarter Revenue Outlook Strong;

MINNEAPOLIS – October 29, 2008 – Insignia Systems, Inc. (Nasdaq: ISIG) today reported net sales of $8,597,000 for the third quarter ended September 30, 2008, an increase of 33.1%, compared to net sales of $6,461,000 for the third quarter of 2007. The net loss for the third quarter of 2008 was $(254,000) or $(0.02) per share (basic and fully diluted), compared to a net loss of $(907,000), or $(0.06) per share (basic and fully diluted), for the third quarter of 2007. Insignia Point-of-Purchase Services^® (POPS) revenue for the third quarter of 2008 was $7,999,000, an increase of 39.9%, compared to third quarter 2007 POPS revenue of $5,718,000.

For the nine months ended September 30, 2008, net sales were $22,738,000, an increase of 16.6%, compared to net sales of $19,495,000 for the first nine months of 2007. The net loss for the first nine months of 2008 was $(84,000) or $(0.01) per share (basic and fully diluted), compared to a net income of $718,000, or $0.05 per basic share ($0.04 per fully diluted share) for the same period of 2007. Insignia POPS revenue for the first nine months of 2008 was $20,830,000, an increase of 20.5%, compared to POPS revenue of $17,281,000 for the first nine months of 2007.

CEO Scott Drill commented, “Our record third quarter POPS revenue was offset by record legal expense for the third quarter of $1,526,000. We continue to be optimistic about our case in the News America litigation which now is scheduled to be trial ready May 1, 2009. Our POPS business is strong in that we have POPS customer orders of approximately $7,000,000 for the fourth quarter of 2008 with roughly four weeks of selling time left. Cash at September 30, 2008 was $8,336,000.”

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October 29, 2008 Insignia Systems, Inc. Reports Third Quarter Results Page 2

Conference Call

The Company will host a conference call today, October 29, at 4:00 p.m. Central Time. To access the live call, dial 877-681-3376. The conference code is 1370024. Please be sure to dial in about 5-10 minutes prior to the scheduled start time. Audio replay will be available approximately three hours after the call for 10 days. To access the replay, dial 888-203-1112 and reference the passcode 1370024.

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 10,200 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 and Tyson Foods, have taken their brand messages to the point-of-purchase. For additional information, contact (888) 474-7677, or visit the Insignia website at www.insigniasystems.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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October 29, 2008 Insignia Systems, Inc. Reports Third Quarter Results Page 3

Insignia Systems, Inc.

STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2008			2007			2008			2007
Net Sales	$	8,597,000		$	6,461,000		$	22,738,000		$	19,495,000
Cost of Sales		4,098,000			2,853,000			10,411,000			8,369,000
Gross Profit		4,499,000			3,608,000			12,327,000			11,126,000
Operating Expenses:
Selling		2,561,000			1,400,000			5,878,000			4,295,000
Marketing		451,000			357,000			1,211,000			1,052,000
Warrant expense (sales & marketing)		-			1,521,000	(1)		-			1,521,000	(1)
General & administrative		1,992,000			1,245,000			5,457,000			3,569,000
Operating Income (Loss)		(505,000	)		(915,000	)		(219,000	)		689,000
Other Income		44,000			52,000			135,000			89,000
Income (Loss) before Taxes		(461,000	)		(863,000	)		(84,000	)		778,000
Income Taxes		(207,000	)		44,000			-			60,000
Net Income (Loss)	$	(254,000	)	$	(907,000	)	$	(84,000	)	$	718,000
Net Income (Loss) Per Share
Basic	$	(0.02	)	$	(0.06	)	$	(0.01	)	$	0.05
Diluted	$	(0.02	)	$	(0.06	)	$	(0.01	)	$	0.04
Shares used in calculation of
net income (loss) per share:
Basic		15,527,000			15,454,000			15,569,000			15,367,000
Diluted		15,527,000			15,454,000			15,569,000			16,178,000

(1) Represents a one-time non-cash charge related to a warrant issued to Valassis Communications, Inc. for the development and integration of new retailer relationships.

SELECTED BALANCE SHEET DATA

(Unaudited)

	September 30, 2008		December 31, 2007
Cash and cash equivalents	$	8,336,000	$	7,393,000
Working capital		6,916,000		7,751,000
Total assets		16,922,000		13,340,000
Total liabilities		7,302,000		3,663,000
Shareholders’ equity		9,620,000		9,677,000

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