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Insignia Solutions Provides Update to Status of 10-K and NASDAQ Listing Requirements.


CAMPBELL, Calif. -- Insignia Solutions (Nasdaq:INSG INSG International Nickel Study Group ) today announced that it will not 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 with the Securities and Exchange Commission (SEC) in time to meet the extended deadline of April 17, 2006, as the Company has not concluded its year-end audit.

Further, the Company has determined during the course of the year-end audit that the private placement of 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.
 that the Company completed in December 2005 must be accounted for as a liability due to recent SEC interpretations with respect to the application of the Financial Accounting Standards Board's EITF-00-19 pronouncement in relation to the effect of 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 registration rights agreements for convertible equity securities.

Due to this interpretation of EITF-00-19, the Company will 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. The Company hopes to amend its registration rights agreement to provide for the liquidated damages (payable in the event of a delay in effectiveness of a registration statement relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 the shares issued in the private placement) to be paid in shares rather than cash, in a manner that will allow the private placement to be booked as equity and return the Company to compliance with the Nasdaq stockholders' equity requirement.

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 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 will not satisfy this requirement for continued listing and has notified Nasdaq of this development. The Company intends to request 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 Hong Kong (hŏng kŏng), Mandarin Xianggang, special administrative region of China, formerly a British crown colony (2005 est. pop. 6,899,000), land area 422 sq mi (1,092 sq km), adjacent to Guangdong prov.  and Seoul. For additional information about Insignia or its products, please visit www.insignia.com.
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Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Apr 17, 2006
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