UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-Q/A

Amendment #1

 

(Mark One)

 

ý

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

 

 

 

 

 

For the quarterly period ended June 30, 2004

 

 

 

OR

 

 

 

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

 

 

 

 

 

For the transition period from                to             

 

Commission file number 000-27012

 

Insignia Solutions plc

(Exact name of registrant as specified in its charter)

 

 

 

England and Wales

 

Not applicable

(State or other jurisdiction of incorporation
or organization)

 

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

 

 

 

(Address of principal executive offices, including zip code)

41300 Christy Street
Fremont
California 94538
United States of America
(510) 360-3700

 

Mercury Park, Wycombe Lane
Wooburn Green
High Wycombe, Bucks HP10 0HH
United Kingdom
(44) 1628-539500

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  ý  No  o

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act):  Yes  o   No  ý

 

As of August 9, 2004, there were 29,404,062 ordinary shares of £0.20 each nominal value, outstanding.

 

 



 

EXPLANATORY NOTE

 

The Registrant hereby restates the number of ordinary shares of £0.20 each nominal value, outstanding as of August 9, 2004 to 29,404,062 as reflected on the cover sheet of its Quarterly Report on Form 10-Q for the period ended June 30, 2004 filed with the Securities and Exchange Commission on August 13, 2004.

 

This amendment does not otherwise reflect events occurring after the original filing of the Quarterly Report on Form 10-Q on August 13, 2004

 

Part II - Other Information

 

Item 6.  Exhibits and Reports on Form 8-K

 

(a) Exhibits

 

The following exhibits are filed as part of this Report:

 

Exhibit
Number

 

Exhibit Title

 

 

 

10.87*

 

Termination and Waiver Agreement dated June 30, 2004 between the Registrant and esmertec A.G.

 

 

 

31.1

 

Section 302 certification of Chief Executive Officer

 

 

 

31.2

 

Section 302 certification of Chief Financial Officer

 

 

 

32.1

 

Section 906 certification of Chief Executive Officer

 

 

 

32.2

 

Section 906 certification of Chief Financial Officer

 


*

 

Previously filed.

 

(b) Reports on Form 8-K

 

Form 8-K filed May 12, 2004 (under Items 12 and 7) for press release announcing financial results for quarter ended March 31, 2004.

 

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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 thereunto duly authorized.

 

 

Insignia Solutions plc

 

 

 

 

 

By:

/s/ Robert E. Collins

 

 

 

Robert E. Collins

 

 

Chief Financial Officer

 

 

 

Date:  August 19, 2004

 

 

 

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EXHIBIT INDEX

 

The following exhibits are filed as part of this Report:

 

Exhibit
Number

 

Exhibit Title

 

 

 

10.87*

 

Termination and Waiver Agreement dated June 30, 2004 between the Registrant and esmertec A.G.

 

 

 

31.1

 

Section 302 certification of Chief Executive Officer

 

 

 

31.2

 

Section 302 certification of Chief Financial Officer

 

 

 

32.1

 

Section 906 certification of Chief Executive Officer

 

 

 

32.2

 

Section 906 certification of Chief Financial Officer

 


*

 

Previously filed.

 

4