Unassociated Document
UNITED
STATES
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): June 4, 2007
Insignia
Solutions plc
(Exact
name of Registrant as specified in its charter)
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England
and Wales
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0-27012
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Not
Applicable
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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51
East Campbell Avenue, Suite 130
Campbell,
California 95008
United
States of America
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(Address
of principal executive offices) (Zip code)
(408)
874-2600
(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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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On
June
4, 2007, Insignia Solutions plc (the “Company”)
and
its subsidiary Jeode,
Inc. (formerly named Insignia Solutions Inc., the “Subsidiary”)
entered
into (i) a Series A Preferred Stock Repurchase Agreement (the “Series
A Repurchase Agreement”)
with
the holders of the Subsidiary’s Series A Preferred Stock (the “Series
A Holders”)
and
(ii) a Series B Preferred Stock Repurchase Agreement (the “Series
B Repurchase Agreement”)
with
the holders of the Subsidiary’s Series B Preferred Stock (the “Series
B Holders”).
The
Series A Repurchase Agreement and the Series B Repurchase Agreement are together
referred to in this Current Report on Form 8-K as the “Repurchase
Agreements”.
Pursuant
to the Series A Repurchase Agreement, the parties thereto agreed to (i) the
repurchase by the Subsidiary of an aggregate of 4,100 shares of the Subsidiary’s
Series A Preferred Stock held by the Series A Holders, representing all of
the
outstanding shares of Series A Preferred Stock, at a price of US$100 per share,
and (ii) the cancellation of warrants to purchase an aggregate of 850,750
American depositary shares of the Company held by the Series A
Holders.
Pursuant
to the Series B Repurchase Agreement, the parties thereto agreed to (i) the
repurchase by the Subsidiary of an aggregate of 19,750 shares of the
Subsidiary’s Series B Preferred Stock held by the Series B Holders, representing
all of the outstanding shares of Series B Preferred Stock, at a price of US$128
per share, and (ii) the cancellation of warrants to purchase an aggregate of
8,885,000 American depositary shares of the Company held by the Series B
Holders.
The
foregoing description of the Repurchase Agreements does not purport to be
complete and is qualified in its entirety by the Series A Repurchase Agreement
and Series B Repurchase Agreement attached as Exhibits 10.01 and 10.02,
respectively, to this Current Report on Form 8-K and incorporated herein by
reference.
ITEM
8.01 OTHER
EVENTS.
On
June
1, 2007, the Company completed the audit of its consolidated financial
statements for the years ended December 31, 2006, 2005 and 2004. A copy of
these
audited consolidated financial statements is attached as Exhibit 99.01 to
this
Current Report on Form 8-K. These financial statements do not include all
the
information, such as net loss per share, required to be included in financial
statements that would be incorporated in an annual report on Form
10-K.
On
June
12, 2007, the Company issued a press release announcing, among other things,
certain financial information regarding the Company as of June 12, 2007.
A copy
of the press release is furnished as Exhibit 99.02 to this Current Report
and is incorporated herein by reference.
The
information in Item 8.01 of this Current Report, including
Exhibit 99.02 hereto, shall not be deemed to be “filed” for 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 and 12(a)(2) of
the Securities Act of 1933, as amended. The information contained in this
Item 8.01 and in the accompanying Exhibit 99.02 shall not be
incorporated by reference into any registration statement or other document
filed with the Securities and Exchange Commission by the Company, whether
made
before or after the date hereof, regardless of any general incorporation
language in such filing, except as shall be expressly set forth by specific
reference in such filing.
ITEM
9.01. FINANCIAL
STATEMENTS AND EXHIBITS.
(d)
Exhibits.
Exhibit
No.
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Exhibit
Title
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10.01
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Series
A Preferred Stock Repurchase Agreement by and among Insignia Solutions
plc, Jeode, Inc. (formerly named Insignia Solutions Inc.) and the
Series A Holders.
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10.02
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Series
B Preferred Stock Repurchase Agreement by and among Insignia Solutions
plc, Jeode, Inc. (formerly named Insignia Solutions Inc.) and the
Series B
Holders.
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99.01
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Consolidated
financial statements for the fiscal years ended December 31, 2006,
2005
and 2004.
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99.02
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Press release
issued
by Insignia Solutions plc on June 12,
2007. |
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 hereunto duly authorized.
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Insignia
Solutions plc
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Date:
June 12, 2007
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By:
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/s/
George Monk
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George
Monk
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Chief
Financial Officer
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EXHIBIT
INDEX
Exhibit
No.
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Exhibit
Title
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10.01
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Series
A Preferred Stock Repurchase Agreement by and among Insignia Solutions
plc, Jeode, Inc. (formerly named Insignia Solutions Inc.) and the
Series A
Holders.
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10.02
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Series
B Preferred Stock Repurchase Agreement by and among Insignia Solutions
plc, Jeode, Inc. (formerly named Insignia Solutions Inc.) and the
Series B
Holders.
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99.01
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Consolidated
financial statements for the fiscal years ended December 31, 2006,
2005
and 2004.
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99.02
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Press release
issued by
Insignia Solutions plc on June 12, 2007. |