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 20, 2005

INSIGNIA SYSTEMS, INC.

(Exact name of registrant as specified in its chapter)

Minnesota	1-13471	41-1656308
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

6470 Sycamore Court North, Maple Grove, Minnesota	55369
(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(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.   Results of Operations and Financial Condition.

On July 20, 2005, the registrant issued a press release disclosing financial information regarding the quarter ended June 30, 2005. A copy of the press release is attached as Exhibit 99.1.

Item 9.01.   Financial Statements and Exhibits.

(c) Exhibits

99.1 Press Release dated July 20, 2005.

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 20, 2005	By     /s/   Scott F. Drill
	Scott F. Drill, President and Chief Executive Officer

EX-99.1

EXHIBIT 99.1

Contact: Scott Drill, President and CEO
      (763) 392-6200; (800) 874-4648

FOR IMMEDIATE RELEASE

Insignia Systems, Inc. Reports Second Quarter Loss of $(508,000)
on Second Quarter Net Sales of $5,396,000

MINNEAPOLIS – July 20, 2005 – Insignia Systems, Inc. (Nasdaq: ISIG) today reported net sales of $5,396,000 for the second quarter ended June 30, 2005, an increase of 6.4%, compared to net sales of $5,072,000 for the second quarter of 2004. The net loss for the second quarter of 2005 was $(508,000) or $(0.03) per share, compared to $(2,144,000), or $(0.17) per share, for the second quarter of 2004. Insignia Point-of-Purchase Services^®(POPS) revenues for the second quarter were $4,641,000, an increase of 14.5%, compared to second quarter 2004 POPS revenues of $4,054,000.

For the six months ended June 30, 2005, net sales were $10,368,000, an increase of 6.0%, compared to net sales of $9,778,000 for the first half of 2004. The net loss for the first half of 2005 was $(1,565,000) or $(0.10) per share, compared to $(3,601,000), or $(0.29) per share for the same period of 2004. Insignia POPS revenues for the first six months of 2005 were $8,778,000, an increase of 13.8%, compared to the first six months of 2004 POPS revenues of $7,713,000.

CEO Scott Drill commented, “We continue to be encouraged that for the third quarter in a row we have achieved a favorable year-to-year quarterly comparison. We are optimistic this trend will continue in that we have POPS customer orders for approximately $4,380,000 for the current quarter with six weeks of selling time left. POPS revenue in the third quarter of 2004 was $4,524,000.”

Drill went on to state, “Our cash position at quarter end was $2,770,000, a decrease of $287,000 versus $3,057,000 at the end of the first quarter. We expect cash to be at slightly over $2,000,000 at the end of the third quarter. Legal expense in the second quarter was $270,000. Discovery continues to be on hold in both New York and Minnesota pending rulings by the judges on key motions in both cases.”

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Insignia  Systems, Inc. • 6470 Sycamore Court North, Maple Grove, MN 55369 • Phone 763-392-6200 • Fax 763-392-6222
http://www.insigniasystems.com • email: info@insigniasystems.com

July 20, 2005 Insignia Systems, Inc. Reports Second Quarter Loss Page 2

Conference Call
The Company will host a conference call today, July 20, at 4:00 p.m. Central Time. To access the live call, dial 800-930-1344. The conference code is 1986544. 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 through July 29, 2005. To access the replay, dial 888-203-1112 and reference the passcode 1986544.

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 12,000 chain retail supermarkets and drug stores, including A&P, Kroger, Pathmark, Safeway and Rite Aid. Through the nationwide POPS network, over 190 major consumer goods manufacturers, including General Mills, Hormel Foods, Kellogg Company, Nestlé, Pfizer, S.C. Johnson & Son and Tyson Foods, have taken their brand messages to the point-of-purchase. For additional information, contact 888-474-7677, or visit the Insignia POPS Web site at www.insigniapops.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, 2004 and SEC Form 10-Q for the quarter ended March 31, 2005. 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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Insignia  Systems, Inc. • 6470 Sycamore Court North, Maple Grove, MN 55369 • Phone 763-392-6200 • Fax 763-392-6222
http://www.insigniasystems.com • email: info@insigniasystems.com

July 20, 2005 Insignia Systems, Inc. Reports Second Quarter Loss Page 3

Insignia Systems, Inc.
STATEMENTS OF OPERATIONS
(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2005			2004			2005			2004
Net Sales	$	5,396,000		$	5,072,000		$	10,368,000		$	9,778,000
Cost of Sales		3,288,000			3,190,000			6,528,000			6,536,000
Gross Profit		2,108,000			1,882,000			3,840,000			3,242,000
Operating Expenses:
Selling		1,438,000			1,501,000			2,878,000			3,013,000
Marketing		332,000			272,000			665,000			540,000
General & administrative		842,000			1,262,000			1,859,000			2,313,000
Impairment of goodwill		—			960,000			—			960,000
Operating Loss		(504,000	)		(2,113,000	)		(1,562,000	)		(3,584,000	)
Other Income (Expense)		(4,000	)		(31,000	)		(3,000	)		(17,000	)
Net Loss	$	(508,000	)	$	(2,144,000	)	$	(1,565,000	)	$	(3,601,000	)
Net Loss Per Share
Basic and diluted	$	(0.03	)	$	(0.17	)	$	(0.10	)	$	(0.29	)
Shares used in calculation of
net loss per share:
Basic and diluted		15,002,000			12,476,000			15,002,000			12,474,000

SELECTED BALANCE SHEET DATA

	June 30, 2005		December 31, 2004
Cash and cash equivalents	$	2,770,000	$	6,156,000
Working capital		3,343,000		4,813,000
Total assets		7,780,000		9,921,000
Total liabilities		3,960,000		4,588,000
Shareholders' equity		3,820,000		5,333,000

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Insignia  Systems, Inc. • 6470 Sycamore Court North, Maple Grove, MN 55369 • Phone 763-392-6200 • Fax 763-392-6222
http://www.insigniasystems.com • email: info@insigniasystems.com