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 22, 2009

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© under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.Results of Operations and Financial Condition.

On July 22, 2009, the registrant issued a press release disclosing financial information regarding the second quarter ended June 30, 2009. 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 22, 2009.

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 23, 2009	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 Second Quarter

Net Income of $110,000 on POPS Revenue of $5,285,000

MINNEAPOLIS – July 22, 2009 – Insignia Systems, Inc. (Nasdaq: ISIG) today reported net sales of $5,773,000 for the second quarter ended June 30, 2009, a decrease of 23.8%, compared to net sales of $7,578,000 for the second quarter of 2008. The net income for the second quarter of 2009 was $110,000 or $0.01 per basic and diluted share, compared to $410,000, or $0.03 per basic and diluted share, for the second quarter of 2008. Insignia Point-of-Purchase Services^® (POPS) revenue for the second quarter of 2009 was $5,285,000, a decrease of 23.2%, compared to the second quarter 2008 POPS revenue of $6,883,000.

For the six months ended June 30, 2009, net sales were $11,959,000, a decrease of 15.4%, compared to net sales of $14,141,000 for the six months ended June 30, 2008. The net income for the first half of 2009 was $1,427,000 or $0.09 per basic and diluted share, compared to $170,000, or $0.01 per basic and diluted share for the same period of 2008. Insignia POPS revenue for the first six months of 2009 was $10,916,000, a decrease of 14.9%, compared to the first six months of 2008 POPS revenue of $12,831,000.

CEO Scott Drill commented, “We are pleased that we were able to report a profit by writing approximately $800,000 in additional second quarter POPS business since the first quarter release on April 29, 2009. The bottom line also benefited from lower News America related legal expense which was $306,000 for the second quarter of 2009 versus $818,000 for the second quarter of 2008 and $715,000 for the first quarter of 2009. Without News America related legal expense, we would have had non-GAAP net income of $416,000 for the second quarter of 2009. Absent the insurance settlement in the first quarter of 2009 of $1,387,000, we would have had non-GAAP net income of $40,000 for the first six months of 2009. Without both News America related legal expense and the insurance settlement, non-GAAP net income would have been $1,061,000 for the first six months of 2009.”

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July 22, 2009 Insignia Systems, Inc. Reports Second Quarter Results Page 2

Drill went on to state, “Our business for the third quarter looks relatively strong in that we currently have POPS customer orders of approximately $6,639,000 with roughly six weeks of selling time left. Our relationship with our strategic partner Valassis continues to be superb.”

Drill continued, “On the legal front, the main activity was related to the hearing on the summary judgment motions on May 11, 2009. The Judge took the motions under advisement. Finally, cash, cash equivalents and short-term investments on June 30, 2009 totaled $8,602,000.”

Non-GAAP versus GAAP Financial Statements

To supplement the Company’s financial statements presented in accordance with GAAP, the Company provides certain non-GAAP financial measures of financial performance. These non-GAAP measures include net income before insurance settlement payment, and net income before insurance settlement payment and News America related legal fee expense. The Company’s reference to these non-GAAP measures should be considered in addition to results prepared under current accounting standards, but are not a substitute for, or superior to, GAAP results.

These non-GAAP measures are provided to enhance investors’ overall understanding of the Company’s current financial performance and ability to generate cash flows. In many cases non-GAAP financial measures are used by analysts and investors to evaluate the Company’s performance. Reconciliation to the nearest GAAP measure included in this press release can be found in the financial table included below.

	Three Months Ended June 30,				Six Months Ended June 30,
	2009		2008		2009			2008
Net income	$	110,000	$	410,000	$	1,427,000		$	170,000
Adjustment:
Insurance settlement proceeds		—		—		(1,387,000	)		—
Non-GAAP net income before insurance settlement		110,000		410,000		40,000			170,000
Adjustment:
News America related legal expense		306,000		818,000		1,021,000			1,790,000
Non-GAAP net income before insurance settlement and News America related legal expense	$	416,000	$	1,228,000	$	1,061,000		$	1,960,000

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July 22, 2009 Insignia Systems, Inc. Reports Second Quarter Results Page 3

Conference Call

The Company will host a conference call today, July 22, at 4:00 p.m. Central Time. To access the live call, dial 877-719-9791. The conference code is 7607467. 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 888-203-1112 and reference the passcode 7607467.

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 9,200 chain retail supermarkets and drug stores, including Kroger, ShopRite and SUPERVALU. Through the nationwide POPS network, over 200 major consumer goods manufacturers, including General Mills, Kellogg Company, Kraft, Nestlé, Ocean Spray, Reckitt Benckiser, Schwan’s Bakery 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, 2008 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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July 22, 2009 Insignia Systems, Inc. Reports Second Quarter Results Page 4

Insignia Systems, Inc.

STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2009		2008		2009			2008
Net Sales	$	5,773,000	$	7,578,000	$	11,959,000		$	14,141,000
Cost of Sales		2,748,000		3,284,000		5,711,000			6,313,000
Gross Profit		3,025,000		4,294,000		6,248,000			7,828,000
Operating Expenses:
Selling		1,511,000		1,669,000		3,018,000			3,317,000
Marketing		345,000		399,000		734,000			760,000
General & Administrative		1,044,000		1,643,000		2,469,000			3,465,000
General & Administrative
(Insurance settlement proceeds)		—		—		(1,387,000	)		—
Operating Income		125,000		583,000		1,414,000			286,000
Other Income, net		21,000		34,000		49,000			91,000
Income Before Taxes		146,000		617,000		1,463,000			377,000
Income Tax Expense		36,000		207,000		36,000			207,000
Net Income	$	110,000	$	410,000	$	1,427,000		$	170,000
Net Income per Share
Basic	$	0.01	$	0.03	$	0.09		$	0.01
Diluted	$	0.01	$	0.03	$	0.09		$	0.01
Shares used in calculation of net income per share:
Basic		15,129,000		15,590,000		15,129,000			15,590,000
Diluted		15,783,000		16,000,000		15,513,000			16,055,000

SELECTED BALANCE SHEET DATA

(Unaudited)

	June 30, 2009		December 31, 2008
Cash and cash equivalents	$	6,702,000	$	11,052,000
Short-term investments		1,900,000		—
Working capital		8,330,000		6,396,000
Total assets		14,300,000		15,593,000
Total liabilities		5,260,000		8,322,000
Shareholders’ equity		9,040,000		7,271,000

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