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:

December 16, 2011

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:

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Director

On December 16, 2011, in accordance with the Bylaws of Insignia Systems, Inc. (the “Company”), the board of directors of the Company (the “Board”) voted to increase the size of the Board from five to six members and appointed Mr. David Boehnen to serve as a director to fill the vacancy created by such increase, effective as of December 16, 2011.   

Mr. Boehnen brings significant industry experience, having previously served as Executive Vice President of SuperValu, Inc.

Item 9.01.  Financial Statements and Exhibits.

(d)      Exhibits

99.1    Press Release dated December 20, 2011.

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:    December 20, 2011	By:	/s/ John C. Gonsior
		John C. Gonsior, Vice President of Finance and Chief Financial 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. Appoints New Board Member

MINNEAPOLIS – December 20, 2011 – Insignia Systems, Inc. (the “Company”) announced today that the board of directors of the Company (the “Board”) voted to increase the size of the board from five to six members and appointed Mr. David Boehnen to serve as a director to fill the vacancy created by such increase, effective as of December 16, 2011.  Mr. Boehnen retired as Executive Vice President of SuperValu, Inc. in December 2010.  He is currently Of Counsel at Dorsey & Whitney LLP, where he was a partner prior to joining SuperValu, Inc. in 1991.

CEO Scott Drill stated, “We are delighted to add an individual to our board of directors with the deep industry experience and the business acumen that David possesses. His addition will complement our current board of directors and will add further industry experience to the Board.”

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 provides at-shelf advertising products in over 13,000 chain retail supermarkets, over 1,800 mass merchants and over 6,000 dollar stores. 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, 2010 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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