Insignia Systems Inc/MN – ‘RW’ on 7/18/00

On:  Tuesday, 7/18/00, at 12:13pm ET   ·   Accession #:  897101-0-713   ·   File #:  0-19380

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Registration Withdrawal Request
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: RW          Application for Withdrawal for Insignia Systems        7     21K 

Document Table of Contents

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As filed with the Securities and Exchange Commission on July 13, 2000.

================================================================================
                                                     Commission File No. 0-19380

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.

 Application for Withdrawal From Listing
of Securities Pursuant to Section 12(d) of
the Securities Act of 1934 and
Rule 12d2-2(d)

INSIGNIA SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

  MINNESOTA                                 41-1656308
(State of Incorporation or Organization)    (I.R.S. Employer Identification No.)

 SCOTT F. DRILL, PRESIDENT AND
 CHIEF EXECUTIVE OFFICER
INSIGNIA SYSTEMS, INC.
5025 CHESHIRE LANE NORTH
 PLYMOUTH, MINNESOTA 55446
 TELEPHONE: (763) 392-6200
(Address of Principal Executive Office and Zip Code)

Copies to:
 CHRISTINE K. HANSEN
 LINDQUIST & VENNUM P.L.L.P.
 4200 IDS CENTER
80 SOUTH EIGHTH STREET
MINNEAPOLIS, MINNESOTA 55402
 TELEPHONE: (612) 371-2413
 FACSIMILE: (612) 371-3207

Securities to be Withdrawn
 Pursuant to Section 12(d) of the Act:

COMMON STOCK                                                  
 $.01 PAR VALUE PER SHARE                    PHILADELPHIA STOCK EXCHANGE
Title of each class to be withdrawn         Name of Exchange from which class is
                                           to be withdrawn

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      Insignia Systems, Inc., a Minnesota corporation ("Insignia"), hereby
makes application pursuant to Section 12(d) of the Securities Exchange Act of   
1934 (the "Exchange Act") and Rule 12d2-2(d) promulgated thereunder to withdraw 
its Common Stock, $.01 par value per share (the "Common Stock"), from listing   
and registration on the Philadelphia Stock Exchange ("PHLX"). At the present    
time, Insignia has 20,000,000 shares, $.01 par value, of Common Stock authorized
for listing under CUSIP No. 45765Y 10 5, on both the PHLX and the Nasdaq        
SmallCap Market.                                                                

      On April 11, 2000, the Board of Directors of the Company unanimously
approved resolutions to withdraw Insignia's Common Stock from listing and       
registration on the PHLX and maintain the listing of the Common Stock on the    
Nasdaq SmallCap Market. The decision of the Board followed a lengthy review of  
the matter and was based upon the belief that listing of the Common Stock on one
exchange will be both more efficient and economical for Insignia based upon the 
following:                                                                      

 1.   The Common Stock has been listed for trading on the Nasdaq
         SmallCap Market. Pursuant to a Registration Statement on Form
        8-A12B, filed with the Commission, which became effective on
          November 7, 1997, the Common Stock has also been listed on the
              PHLX. Trading of the Common Stock on PHLX commenced at the opening
             of business on November 13, 1997 while continuing to trade on the
Nasdaq SmallCap Market.                             

       2.   In making its decision to withdraw its Common Stock from listing
            and registration on the PHLX, Insignia hopes to avoid the direct
            and indirect costs of maintaining listings simultaneously on two
exchanges.                                          

   3.   Insignia does not see any particular advantage to having its
       Common Stock trade on an exchange in addition to the Nasdaq
            SmallCap Market and believes that this dual trading could result
in a fragmentation of the market for its securities.

       Insignia has complied with the rules of the PHLX by notifying PHLX of
its intention to withdraw its Common Stock from listing and registration on the 
PHLX. By letters dated April 12, 2000 and May 5, 2000, Insignia provided this   
notification along with a certified copy of resolutions adopted by the Board of 
Directors authorizing the withdrawal of its Common Stock from listing and       
registration on the PHLX as well as correspondence setting forth in detail to   
the PHLX the reasons for the proposed withdrawal and the facts in support       
thereof. A copy of Insignia's letters dated April 12, 2000 and May 5, 2000 are  
attached as Appendix A and B. The PHLX replied by letter dated June 20, 2000,   
advising that it had no objection to such action. A copy of the PHLX reply is   
attached as Appendix C.                                                         

    This application relates solely to the Insignia Common Stock to be
withdrawn from listing and registration on the PHLX. Insignia intends to        
continue the listing and registration of its Common Stock on the Nasdaq SmallCap
Market. By reason of Section 12(g) of the Exchange Act and the rules and        
regulations thereunder, Insignia will continue to be obligated to file reports  
under Section 13 of the Exchange Act with the Securities and Exchange           
Commission.                                                                     

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    Insignia hereby requests that the Commission's order granting this
application become effective on July 31, 2000, or as soon as practicable after  
acceptance of this application and publication of a notice thereof by the       
Commission in the Federal Register.                                             

  In consideration of the above, Insignia hereby requests that the
Commission issue an order in accordance with Section 12(d) of the Securities    
Exchange Act of 1934 and Rule 12d2-2(d) promulgated thereunder, permitting      
Insignia to withdraw its shares of Common Stock from listing on the PHLX.       

Dated: July 13, 2000              INSIGNIA SYSTEMS, INC.              

                 By: /s/ Scott Drill
                                           -------------------------------------
                 Scott Drill
                                           President and Chief Executive Officer

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Appendices

Appendix A        Letter of Insignia Systems, Inc. dated April 12, 2000, to the 
Philadelphia Stock Exchange                 

Appendix B        Letter of Insignia Systems, Inc. dated May 5, 2000, to the    
Philadelphia Stock Exchange                 

Appendix C        Letter of the Philadelphia Stock Exchange dated June 20, 2000,
to Insignia Systems, Inc.                   

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                                                                      APPENDIX A

                                                        [LOGO]
                                                          INSIGNIA SYSTEMS, INC.

April 12, 2000                                                                  

Ms. Tracy McNichol                                                              
Regulatory Services Department                                                  
Philadelphia Stock Exchange                                                     
1900 Market Street                                                              
Philadelphia, PA 19103-3584                                                     

Dear Ms. McNichol:                                                              

This letter is to notify you that we are requesting a de-listing from the       
Philadelphia Stock Exchange. I am enclosing a Board resolution which authorizes 
this de-listing.                                                                

If you have any questions, please contact me.                                   

Very truly yours,                                                               

/s/  John R. Whisnant                                                           

John R. Whisnant                                                                
Vice President, Finance                                                         

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                                                                      APPENDIX B

                                                        [LOGO]
                                                          INSIGNIA SYSTEMS, INC.

May 5, 2000                                                                     

Ms. Tracy McNichol                                                              
Regulatory Services Department                                                  
Philadelphia Stock Exchange                                                     
1900 Market Street                                                              
Philadelphia, PA 19103-3584                                                     

Dear Ms. McNichol:                                                              

This letter is to notify you that we are requesting a de-listing from the       
Philadelphia Stock Exchange.                                                    

The reason we are requesting a de-listing is because there has been no activity 
on our account within the past 12 months.                                       

I had previously sent to you a Board resolution authorizing the de-listing.     

If you have any questions, please contact me.                                   

Very truly yours,                                                               

/s/ John R. Whisnant                                                            

John R. Whisnant                                                                
Vice President, Finance                                                         

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                                                                      APPENDIX C

PHILADELPHIA STOCK EXCHANGE                                              PHLX   
                                                                      Since 1790
1900 Market Street, Philadelphia, PA 19103-3584                                 
Telephone: 215-496-5000                                                         

                                                                   June 20, 2000

VIA U.S. MAIL                                                                   
Mr. John R. Whisnant                                                            
Vice President, Finance                                                         
Insignia Systems, Inc.                                                          
5025 Cheshire Lane North                                                        
Plymouth, MN 55446                                                              

Dear Mr. Whisnant:                                                              

We have reviewed a copy of the resolution adopted by the Company's Board of     
Directors of Insignia Systems, Inc. (the "Company") on April 11, 2000 which     
authorizes the withdrawal of the Company's Common Stock from listing &          
registration on the Philadelphia Stock Exchange ["PHLX"].                       

The purpose of this correspondence is to inform you that the PHLX has no        
objection to the Company's filing of an application with the Securities &       
Exchange Commission to remove the issue from listing on the PHLX. Pursuant to   
provisions of Rule 12d2-2 under Section 12 of the Securities Exchange Act of    
1934, please forward a copy of the application to my attention as soon as       
practicable.                                                                    

Thank you for your cooperation in this matter and should you have any questions 
regarding this matter, please contact me at (215) 496-5281.                     

Sincerely,                                                                      

/s/ Tracy McNichol                                                              

Tracy McNichol                                                                  
Listing Representative                                                          

Dates Referenced Herein

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		5/5/00		2		6
		4/12/00		2		5
		4/11/00		2		7
		11/13/97		2
		11/7/97		2
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