Insignia Solutions Amends December Private Placement.CAMPBELL, Calif. -- Insignia Solutions (Nasdaq:INSG INSG International Nickel Study Group ) today announced that it has amended the registration rights agreement relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the private placement that it completed in December 2005, such that the Series B Preferred Stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. of the Company's wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. , Insignia Solutions, Inc., will now be classified as equity and not as debt. Based on a recent Securities and Exchange Commission interpretation of the Financial Accounting Standards Board's EITF-00-19 pronouncement, cash liquidated damages Monetary compensation for a loss, detriment, or injury to a person or a person's rights or property, awarded by a court judgment or by a contract stipulation regarding breach of contract. provisions in the registration rights agreement required classification as debt prior to this amendment. Due to this interpretation of EITF-00-19, the Company did not meet the stockholders' equity Stockholders' Equity The portion of the balance sheet that includes capital received from investors in exchange for stock (paid-in capital), donated capital, and retained earnings. This is equal to total assets minus liabilities, preferred stock and intangible assets. requirement of $2.5 million for continued listing on the Nasdaq Capital Market Originally called the NASDAQ Small Cap Market, NASDAQ announced a name change to the NASDAQ Capital Market on September 27, 2005. [1] The NASDAQ Capital Market exists for securities of smaller, less-capitalized companies (small caps) that do not qualify for as of December 31, 2005. However, with the recent amendment, the Company is currently in compliance with this requirement. The amendment caps potential liquidated damages resulting from any potential late effectiveness of the registration statement and allows the Company to pay any potential liquidated damages in cash or shares. As previously announced, the Company attended a hearing before a Nasdaq Listing Qualifications Panel (the "Panel") in December 2005 related to the Company's non-compliance with the Nasdaq stockholders' equity requirement. Pursuant to the terms of the Panel's decision, the Company was required to file its Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the fiscal year ended December 31, 2005, evidencing compliance with the Nasdaq stockholders' equity requirement at December 31, 2005, on or before April 17, 2006. The Company did not satisfy this requirement for continued listing and has notified Nasdaq of this development. The Company has requested that the Panel grant it an additional extension of time to file the Form 10-K. However, there can be no assurance that the Panel will grant the Company's request for continued listing. About Insignia Solutions Insignia enables mobile operators and terminal manufacturers to manage a growing, complex and diverse community of mobile devices. Insignia's products and services radically reduce customer care and recall costs, maintain device integrity, and enable a wide range of new mobile services. Insignia SSPv2 product is a complete standard-based mobile device management offering, which includes client provisioning technologies supported by most of the mobile devices in the past, OMA-DM (Open Mobile Alliance -- Device Management) based technology used by current mobile devices and future OMA-DM based technologies. Founded in 1986, Insignia has a long history of innovation, stewardship of major industry standards, and the trust of dozens of manufacturers around the world. Insignia Solutions is traded on NASDAQ under the symbol INSG. Insignia is headquartered in Campbell, California Campbell (IPA: /ˈkæmbəl/) is a city in Santa Clara County, California, part of Silicon Valley, in the San Francisco Bay Area. [2] As of 2007 population estimates, Campbell's population is 39,200. , with research and development and European operations based in the United Kingdom and Sweden as well as regional offices in Hong Kong and Seoul. For additional information about Insignia or its products, please visit www.insignia.com. |
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