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):  July 27, 2004

 

Insignia Solutions plc

(Exact name of Registrant as specified in its charter)

 

England and Wales

 

0-27012

 

Not Applicable

(State or other jurisdiction of
incorporation or organization)

 

(Commission File Number)

 

(I.R.S. Employer
Identification No.)

 

 

 

 

 

41300 CHRISTY STREET

 

THE MERCURY CENTRE, WYCOMBE LANE

FREMONT, CALIFORNIA  94538

 

WOOBURN GREEN

UNITED STATES OF AMERICA

 

HIGH WYCOMBE, BUCKS HP10 0HH

 

 

UNITED KINGDOM

(Address of principal executive offices) (Zip code)

 

 

 

 

 

(510) 360-3700
(44) 1628-539500

(Registrant’s telephone number, including area code)

 

 



 

Item 7.  FINANCIAL STATEMENTS AND EXHIBITS.

 

(C)                                The following exhibits are furnished with this report:

 

Exhibit Number

 

Description

 

 

 

99.1

 

Press release dated July 27, 2004.

 

Item 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

 

The following information is furnished pursuant to Item 12, “Disclosure of Results of Operations and Financial Condition.”

 

On July 27, 2004, the Registrant issued a press release to report its financial results for the quarter ended June 30, 2004.  A copy of that press release is being furnished to the Securities and Exchange Commission pursuant to this Item 12 of Form 8-K and is attached hereto as Exhibit 99.1.  On the Company’s July 27th conference call in which management discussed the financial results for the quarter ended June 30, 2004, management discussed certain issues in addition to those described in the press release, including that the Company was in the process of bolstering its sales staff, that it had filed a patent application on technology that enables handset vendors to create small disk images from compressed OS files, and that management is currently targeting that a portion of the sales that it expected to close (but did not close) in the quarter ended June 30, 2004 will instead be closed in either the third or fourth quarter of 2004.

 

The information furnished in this Item 12 and Exhibit 99.1 attached hereto shall not be deemed to be filed for the 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 or 12 (a) (2) of  the Securities Act of 1933, as amended.  The information contained herein and in the accompanying exhibit shall not be deemed to be incorporated by reference into any filing with the SEC whether before or after the date hereof, regardless of any general incorporation language contained in such filing.

 

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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 thereunto duly authorized.

 

 

 

Insignia Solutions plc

 

(Registrant)

 

 

 

 

 

 

Date:  July 29, 2004

By:

/s/ Robert E. Collins

 

 

Robert E. Collins

 

 

Vice President and Chief Financial Officer

 

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