Edgar Filing: INSIGNIA SOLUTIONS PLC

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 27, 2001

REGISTRATION NO. 333-57528

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933
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INSIGNIA SOLUTIONS PLC

(Exact Name of Registrant as Specified in its Charter)

ENGLAND AND WALES 7372 NOT APPLICABLE
(State or Other Jurisdiction of (Primary Standard (I.R.S. Employer
Incorporation or Organization) Industrial Classification Identification No.)
Code Number)

THE MERCURY CENTRE, WYCOMBE LANE
41300 CHRISTY STREET WOOBURN GREEN
FREMONT, CALIFORNIA 94538 HIGH WYCOMBE, BUCKS HP10 0HH
UNITED STATES OF AMERICA UNITED KINGDOM
(510) 360-3700 (44) 1628-539500

(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)

RICHARD M. NOLING
PRESIDENT AND CHIEF EXECUTIVE OFFICER
INSIGNIA SOLUTIONS PLC
41300 CHRISTY STREET
FREMONT, CALIFORNIA 94538
(510) 360-3700

(Name, Address and Telephone Number of Agent for Service)
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COPIES TO:

CORINNA M. WONG, ESQ.
BAKER & MCKENZIE
660 HANSEN WAY
PALO ALTO, CALIFORNIA 94304
(650) 856-2400
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, please check the following box. / /

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. /X/

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / / ____________

If this form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / / ____________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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SUBJECT TO COMPLETION DATED APRIL 27, 2001

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

INSIGNIA SOLUTIONS PLC

1,435,000 AMERICAN DEPOSITARY SHARES

EACH REPRESENTING ONE ORDINARY SHARE OF 20 PENCE NOMINAL VALUE

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All of the 1,435,000 American depositary shares of Insignia Solutions plc
are being sold by security holders of Insignia. Insignia will not receive any
proceeds from the sale of shares offered by the selling security holders.
Concurrent with this offering, a total of 271,327 ADSs registered pursuant to a
registration statement (Registration No. 333-55498) concurrently filed by
Insignia are being offered by other security holders of Insignia.

The shares are listed on the Nasdaq National Market under the symbol "INSG."
The shares offered will be sold as described under "Plan of Distribution."

On April 23, 2001, the closing price per share of the ADSs on the Nasdaq
National Market was $4.10.

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THE SHARES OFFERED INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ
THIS PROSPECTUS AND ANY SUPPLEMENT BEFORE INVESTING.

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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

THE DATE OF THIS PROSPECTUS IS , 2001.

INSIGNIA SOLUTIONS PLC

Insignia, which began operations in 1986, develops, markets and supports
virtual machine technology that enables software applications and operating
systems to be run on various computer platforms. In late 1997, we began a
strategic review of our business and explored new markets that would take
advantage of our 15 years of emulation software development experience. In
January 1998, we announced our intention to launch a new product line. This
product line, called Jeode-TM-, is based on Insignia's Embedded Virtual Machine,
or EVM-TM-, technology. Jeode is our implementation of Sun Microsystems, Inc.'s
Java-Registered Trademark- technology developed specifically for Internet
appliances and wireless devices. The Jeode platform is enabled by our EVM and is
designed to enable software developers to create reliable, efficient and
predictable Internet appliances and wireless devices.

Jeode became available in March 1999 and was the source of 23% of our total
revenues for 1999 and 98% of our total revenues for 2000. Jeode is our principal
product line. The Jeode product line revenue model is based on original
equipment manufacturer's customer transactions. We obtain revenue from the Jeode
product line from four main sources: the sale of a development license, the sale
of annual maintenance and support, a commercial use royalty based on shipments
of products that include Jeode technology, and customer-funded engineering
activities.

Our principal executive offices in the United States are located at 41300
Christy Street, Fremont, California 94538. Our telephone number at that location
is (510) 360-3700. Our principal executive offices in the United Kingdom are
located at The Mercury Centre, Wycombe Lane, Wooburn Green, High Wycombe, Bucks
HP10 0HH. Our telephone number at that location is (44) 1628-539500.

RISK FACTORS

THIS OFFERING IS RISKY. ANYONE WHO PURCHASES SHARES UNDER THIS PROSPECTUS
SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS AND THE OTHER INFORMATION
PRESENTED IN OR INCORPORATED BY REFERENCE INTO THIS PROSPECTUS AND ANY
PROSPECTUS SUPPLEMENT.

WE DEPEND ON SALES OF PRODUCTS IN OUR JEODE PRODUCT LINE TO SUSTAIN OUR
BUSINESS.

Our future performance depends upon sales of products within our Jeode
product line, which has been available only since March 1999. During the fourth
quarter of 2000, revenues of products in the Jeode product line were
$3.3 million, which was 100% of our total revenue for the quarter. We incurred
an operating loss of $1.1 million in the fourth quarter of 2000. Jeode may not
achieve or sustain market acceptance or provide the desired revenue levels. At
current overhead levels, we require revenues of more than $5.3 million per
quarter to achieve an operating profit. The Jeode product line is our sole
product line and we rely and will continue to rely upon sales of Jeode products
for our revenue in the future.

THE LONG AND COMPLEX PROCESS OF LICENSING OUR JEODE PRODUCT MAKES OUR REVENUE
UNPREDICTABLE.

Our revenue is dependent upon our ability to license the Jeode product to
third parties. Licensing our Jeode product is a long and complex process, which
usually takes as long as 6 to 9 months to complete. Before committing to license
our product, potential customers must generally consider a wide range of issues
including product benefits, infrastructure requirements, ability to work with
existing systems, functionality and reliability. The process of entering into a
development license with a company typically involves lengthy negotiations.
Because of the sales cycle, it is difficult for us to predict when, or if, a
particular prospect might sign a license agreement. Development license fees may
be delayed or reduced because of this process.

WE DO NOT RECEIVE SUSTAINED REVENUES FROM OUR COMMERCIAL LICENSES UNTIL OUR
LICENSEES INTEGRATE OUR JEODE TECHNOLOGY INTO THEIR PRODUCTS.

Our success depends upon the use of our technology by our licensees in their
Internet appliances or wireless devices. Our licensees undertake a lengthy
process of developing systems that use our technology. When a licensee enters
into a development license with us, we normally require the licensee to prepay
some future commercial use royalties, typically an amount projected to cover 3
to 6 months of future usage. After this point, until a licensee has sales of its
systems incorporating our technology which create sufficient commercial use
royalties to surpass any prepayment to us, we do not receive any further
royalties from that licensee. We expect that the period of time between entering
into a development license and actually recognizing commercial use royalties to
be not only lengthy, but contingent on factors which makes it difficult for us
to predict when we will recognize royalties from commercial use licenses.

WE DEPEND ON THIRD-PARTY LICENSES TO SELL OUR JEODE PRODUCTS, WHICH SUSTAINS OUR
BUSINESS.

In the first quarter of 1999, we signed a five-year agreement with Sun
Microsystems, Inc. under which Sun established Insignia as a Sun authorized
virtual machine provider. The agreement also grants us immediate access to the
Java compatibility test suite and the Java technology source code. The agreement
includes technology sharing and compatibility verification. Under the agreement,
we will pay Sun a per unit royalty on each Jeode-enabled Internet appliance or
wireless device shipped by our customers, plus a royalty on all development
licenses between our customers and us. If the agreement with Sun terminates or
expires without renewal, we would not be able to market our Jeode product line.
Any disruption in our relationship with Sun would likely impair our sales of
Jeode.

We also license software development tool products from other companies to
distribute with some of our products. These third parties may not be able to
provide competitive products with adequate features and high quality on a timely
basis or to provide sales and marketing cooperation. Further, our products
compete with products produced by some of our licensors. When these licenses
terminate or expire, continued license rights might not be available to us on
reasonable terms. We might not be able to obtain similar products to substitute
into our tool suites. Through the date of this prospectus, we have not
experienced any major problems with our third-party licenses.

IF ADDITIONAL FUNDS ARE NOT AVAILABLE AS NEEDED, WE MAY NOT BE ABLE TO TAKE
ADVANTAGE OF MARKET OPPORTUNITIES OR GROW OUR BUSINESS.

We may need to raise additional funds in the future, and additional
financing may not be available on favorable terms, if at all. Further, if we
issue additional equity securities, security holders may experience dilution,
and the new equity securities may have rights, preferences or privileges senior
to those of our ordinary shares. If we cannot raise funds on acceptable terms,
we may not have sufficient net assets to maintain the listing of our shares on
the Nasdaq National Market. Further, we may not be able to develop new products
or enhance our existing products, take advantage of future opportunities or
respond to competitive pressures or unanticipated requirements. We believe the
proceeds from a private placement that closed on November 24, 2000 and on
February 12, 2001 will be sufficient to fund our planned growth through March
2002.

WE HAVE A HISTORY OF LOSSES AND WE MUST CREATE SIGNIFICANTLY GREATER REVENUE IF
WE ARE TO ACHIEVE PROFITABILITY.

We have experienced operating losses in each quarter since the second
quarter of 1996. To achieve profitability, we will have to increase our revenue
significantly. Our ability to increase revenues depends upon the success of our
Jeode product line. Jeode has only been available since March 1999 and it may
not achieve market acceptance. If we are unable to create revenues from Jeode in
the form of

development license fees, maintenance and support fees, commercial use royalties
and customer-funded engineering services, our current revenues will be
insufficient to sustain our business.

WE EXPECT OUR SALES AND MARKETING EXPENSES TO CONTINUE AT HIGH LEVELS.

For the fiscal year 1999, we spent 81% of our total revenues on sales and
marketing. For the fiscal year 2000, we spent 50%. We expect to continue to
incur disproportionately high sales and marketing expenses in the future. To
market Jeode effectively, we must further develop direct sales channels in the
Internet appliance and wireless device market. We must continue to incur the
expenses for a sales and marketing infrastructure before we recognize
significant revenue from sales of the product. Because customers in the Internet
appliance and wireless device market tend to remain with the same vendor over
time, we believe that we must devote significant resources to each potential
sale. If potential customers do not design our products into their systems, the
resources we have devoted to the sales prospect would be lost. If we fail to
achieve and sustain significant increases in our quarterly sales, we may not be
able to continue to increase our investment in these areas. With increased
expenses, we must significantly increase our revenues if we are to become
profitable.

IF OUR NEW PRODUCTS OR PRODUCT ENHANCEMENTS FAIL TO ACHIEVE CUSTOMER ACCEPTANCE,
OR IF WE FAIL TO MANAGE PRODUCT TRANSITIONS, OUR BUSINESS REPUTATION AND
FINANCIAL PERFORMANCE WOULD SUFFER.

The market for Internet appliances and wireless devices is fragmented and is
characterized by technological change, evolving industry standards and rapid
changes in customer requirements. Our existing products will become less
competitive or obsolete if we fail to introduce new products or product
enhancements that anticipate the features and functionality that customers
demand. The success of our new product introductions will depend on our ability
to:

- accurately anticipate industry trends and changes in technology standards;

- complete and introduce new product designs and features in a timely
manner;

- continue to enhance our existing product lines;

- offer our products across a spectrum of microprocessor families used in
the Internet appliance and wireless devices market; and

- respond promptly to customers' requirements and preferences.

The introduction of new or enhanced products also requires that we manage
the transition from older products to minimize disruption in customer ordering
patterns.

Development delays are commonplace in the software industry. We have
experienced delays in the development of new products and the enhancement of
existing products in the past and are likely to experience delays in the future.
We may not be successful in developing and marketing, on a timely basis or at
all, competitive products, product enhancements and new products that respond to
technological change, changes in customer requirements and emerging industry
standards.

THERE IS A LOT OF COMPETITION IN OUR TARGETED MARKET WHICH COULD HURT OUR
REVENUES.

Our Jeode product line is targeted for the Internet appliance and wireless
device market. The market for these products is fragmented and highly
competitive. This market is also rapidly changing and there are many companies
creating products that compete or will compete with ours. As the industry
develops, we expect competition to increase in the future. This competition may
come from existing competitors or other companies that we do not yet know about.
If these competitors develop products that are cheaper or provide better
performance or functionality than our Jeode product line, our market share will
drop. Many of our current competitors, as well as potential competitors, have
greater resources than we do, and we might not be able to compete successfully
against these

companies. Competition could force us to reduce the prices of our products,
which would result in reduced profit margins and could harm our ability to
provide adequate service to our customers. Further, our competitors can increase
their promotions or introduce new or enhanced products that hurt our market
share.

We obtain revenues from selling development license packages and commercial
use licenses for our Jeode product line. Competition may cause us to reduce the
price of these licenses, which will reduce our revenues. In addition, the market
in which we compete may change so that we will have to provide alternate
licensing arrangements in the future that are less profitable for us.

FLUCTUATIONS IN OUR QUARTERLY RESULTS COULD CAUSE THE MARKET PRICE OF OUR ADSS
TO DECLINE.

Our quarterly operating results can vary significantly depending on a number
of factors. These factors include:

- the volume and timing of orders received during the quarter;

- the mix of and changes in customers to whom our products are sold;

- the mix of product and service revenue received during the quarter;

- the mix of development license fees and commercial use royalties received;

- the timing and acceptance of new products and product enhancements by us
or by our competitors;

- changes in pricing;

- buyouts of commercial use licenses;

- product life cycles;

- the level of our sales of third party products;

- variances in costs in fixed price contracts;

- purchasing patterns of customers;

- competitive conditions in the industry;

- foreign currency exchange rate fluctuations;

- business cycles and economic conditions that affect the markets for our
products; and

- extraordinary events, such as litigation, including related charges.

All of these factors are difficult to forecast. Our future operating results
may fluctuate due to these and other factors, including our ability to continue
to develop innovative and competitive products. An increasing amount of our
sales orders involve products and services that yield revenue over multiple
quarters or upon completion of performance. If license agreements entered into
during a quarter do not meet our revenue recognition criteria, even if we meet
or exceed our forecast of aggregate licensing and other contracting activity, it
is possible that our revenues would not meet expectations.

Due to all of these factors, we believe that period-to-period comparisons of
our results of operations are not necessarily meaningful and should not be
viewed as an indication of our future performance. In the past, we have
experienced actual performance that did not meet financial market expectations.
It is likely that, in some future quarters, our operating results will again be
below the expectations of stock market analysts and investors.

INTERNATIONAL SALES OF OUR PRODUCTS, WHICH WE EXPECT TO ACCOUNT FOR A
SIGNIFICANT PORTION OF OUR TOTAL REVENUE IN THE FUTURE, EXPOSE US TO THE
BUSINESS AND ECONOMIC RISKS OF INTERNATIONAL OPERATIONS.

Sales from outside of the United States accounted for approximately 15% of
our total revenue in 1999 and 18% of our total revenue in 2000 and are expected
to increase over time. We market Jeode to manufacturers of Internet appliance
and wireless devices in Europe and Asia, particularly in Japan. Economic
conditions in Asia and Europe generally and fluctuations in the value of the
Japanese yen and the euro against the U.S. dollar and British pound sterling
could impair our revenues and results of operations. International operations
are subject to a number of other special risks. These risks include:

- foreign government regulation;

- reduced protection of intellectual property rights in some countries where
we do business;

- longer receivable collection periods and greater difficulty in accounts
receivable collection;

- unexpected changes in, or imposition of, regulatory requirements, tariffs,
import and export restrictions and other barriers and restrictions;

- potentially adverse tax consequences;

- the burdens of complying with a variety of foreign laws and staffing and
managing foreign operations;

- general geopolitical risks, such as political and economic instability,
hostilities with neighboring countries and changes in diplomatic and trade
relationships; and

- possible recessionary environments in economies outside the United States.

PRODUCT DEFECTS CAN BE EXPENSIVE TO FIX AND CAN CAUSE US TO LOSE CUSTOMERS.

Our software products, like all software products, may have undetected
errors or compatibility problems. This is particularly true when a product is
first introduced or a new version is released. Despite thorough testing, our
products might be shipped out with errors. If this was to happen, our products
could be rejected by customers, or there might be costly delays in correcting
the problems.

Our products are increasingly used in systems that interact directly with
the general public, such as in transportation and medical systems. In systems
such as these, the failure of our product could cause substantial property
damage or personal injury, which would expose us to product liability claims. In
addition, our products are used for applications in business systems where the
failure of our product could be linked to substantial economic loss.

Our agreements with our customers typically contain provisions designed to
limit our exposure to potential product liability and other claims. It is
likely, however, that these provisions are not effective in all circumstances
and in all jurisdictions. We may not have adequate insurance against product
liability risks and renewal of our insurance may not be available to us on
commercially reasonable terms. Further, our errors and omissions insurance may
not be adequate to cover claims. As of the date of this prospectus, we have not
had any product liability claims or recalls against our Jeode line of products.
However, a product liability claim or claim for economic loss brought against us
in the future could lead to unexpected large expenses and lost sales. Also, if
we ever had to recall our product due to errors or other problems, it would cost
us a great deal of time, effort and expense.

Our operations depend on our ability to protect our computer equipment and
the information stored in our databases against damage by fire, natural
disaster, power loss, telecommunications failure, unauthorized intrusion and
other catastrophic events. We believe we have taken prudent measures to reduce
the risk of interruption in our operations. However, these measures might not be
sufficient. As

of the date of this prospectus, we have not experienced any major interruptions
in our operations as a result of a catastrophic event.

IF WE LOSE KEY PERSONNEL OR ARE UNABLE TO HIRE ADDITIONAL QUALIFIED PERSONNEL AS
NECESSARY, WE MAY NOT BE ABLE TO SUCCESSFULLY MANAGE OUR BUSINESS OR SELL OUR
PRODUCTS.

Our future performance depends to a significant degree upon the continued
contributions of our key management, product development, sales, marketing and
operations personnel. We do not have agreements with any of our key personnel
that require them to work for us for a specific term, and we do not maintain any
key person life insurance policies. We believe our future success will also
depend in large part upon our ability to attract and retain highly skilled
managerial, engineering, sales, marketing and operations personnel, many of whom
are in great demand. Competition for qualified personnel is intense in the San
Francisco bay area, where our United States operations are headquartered, and we
may not be able to attract and retain personnel.

As of March 15, 2001, Mr. Stephen M. Ambler left the employment of Insignia.
Mr. Ambler was Insignia's Chief Financial Officer, Company Secretary and Senior
Vice President. Effective April 1, 2001, Mr. Albert Wood began employment with
Insignia as Mr. Ambler's replacement in all capacities. Insignia does not
believe that Mr. Ambler's departure will cause any major disruptions to our
operations or business.

OUR INABILITY TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS FROM THIRD-PARTY
CHALLENGES MAY SIGNIFICANTLY IMPAIR OUR COMPETITIVE POSITION.

We depend on our proprietary technology. Despite our efforts to protect our
proprietary rights, it may be possible for unauthorized third parties to copy
our products or to reverse engineer or obtain and use information that we
consider proprietary. Our competitors could independently develop technologies
that are substantially equivalent or superior to our technologies. Policing
unauthorized use of our products is difficult, and while we are unable to
determine the extent to which software piracy of our products exists, software
piracy can be expected to be a persistent problem. Effective protection of
intellectual property rights may be unavailable or limited in foreign countries.
The status of United States patent protection in the software industry is not
well defined and will evolve as the United States Patent and Trademark Office
grants additional patents. Patents have been granted on fundamental technologies
in software, and patents may issue that relate to fundamental technologies
incorporated into our products.

OUR PRODUCTS MAY INFRINGE ON THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES,
WHICH MAY RESULT IN LAWSUITS AND PREVENT US FROM SELLING OUR PRODUCTS.

As the number of patents, copyrights, trademarks and other intellectual
property rights in our industry increases, products based on our technology may
increasingly become the subject of infringement claims. Third parties could
assert infringement claims against us in the future. Infringement claims with or
without merit could be time consuming, result in costly litigation, cause
product shipment delays or require us to enter into royalty or licensing
agreements. Royalty or licensing agreements, if required, might not be available
on terms acceptable to us. We may initiate claims or litigation against third
parties for infringement of our proprietary rights or to establish the validity
of our proprietary rights. Litigation to determine the validity of any claims,
whether or not the litigation is resolved in our favor, could result in
significant expense to us and divert the efforts of our technical and management
personnel from productive tasks. If there is an adverse ruling against us in any
litigation, we may be required to pay substantial damages, discontinue the use
and sale of infringing products, expend significant resources to develop
non-infringing technology or obtain licenses to infringing technology. Our
failure to develop or license a substitute technology could prevent us from
selling our products.

SOME SECURITY HOLDERS HAVE RIGHTS UNDER THEIR WARRANTS TO PURCHASE SIGNIFICANT
NUMBERS OF ADSS AT NOMINAL VALUE UPON THE OCCURRENCE OF SPECIFIED EVENTS WHICH,
IF TRIGGERED, WOULD DILUTE THE OWNERSHIP INTERESTS OF EXISTING SECURITY HOLDERS.

Some security holders, including the selling security holders, have rights
to be issued additional ADSs by Insignia if the registration statements covering
their shares and the shares underlying their warrants are suspended for more
than 60 days in any 12 month period by Insignia. If this was to happen, the
purchase price these security holders will pay per additional ADS is the nominal
value, or L0.20 per ADS, which is the lowest amount these shares can be
purchased under English law. If we issue additional ADSs under these
obligations, the ownership interest of existing security holders will be
diluted.

SOME SECURITY HOLDERS HAVE ANTI-DILUTION RIGHTS, WHICH, IF TRIGGERED, WOULD
DILUTE THE OWNERSHIP INTERESTS OF EXISTING SECURITY HOLDERS.

The investors who participated in any one of our four private placements
received warrants which have anti-dilution protections. This means that they are
entitled to purchase an additional amount of ordinary shares, in the form of
ADSs, if we issue ordinary shares at a price below market price. Specifically,
we will trigger the anti-dilution protections if we issue securities in a
transaction in which the average price per share is less than the average
closing price of our ADSs, as quoted on the Nasdaq National Market System, for
the ten days preceding the day of the transaction.

If triggered, the anti-dilution protections increase the number of shares
which the investors may purchase with their warrants. The exact amount of the
increase is not known until the anti-dilution protections are triggered. The
amount of the adjustment is based on a formula such that the lower the price of
the our ADSs, the greater the potential increase in the number of shares
issueable to the warrants due to their anti-dilution protections.

The following chart demonstrates the range in the number of additional
shares which the investors may purchase if the anti-dilution protections are
triggered. The chart assumes that all warrants from the four private placements
are exercised at the same time and that the average ten day price of our ADSs is
(a) $2.79--which is the closing price of our ADSs on April 9, 2001,
(b) $2.09--which represents a 25% decline in value from $2.79 and
(c) $1.40--which represents a 50% decline in value and (d) $0.70--which
represents a 75% decline in value:

Ten Day Average Closing Price $2.79 $2.09 $1.40 $0.70
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Total Number of Additional Shares Purchaseable 17,870 28,476 39,254 50,211

There are two ways the anti-dilution protections can be triggered. The
anti-dilution provisions can be triggered (1) if we sell our securities in a
transaction, such as a private placement financing, for a price that is lower
than the ten day average price of our ADSs prior to the transaction, or (2) if
the warrants issued in the four private placements are exercised at a price less
than the ten day average price of our ADSs at the time of exercise.

Between December 1999 and February 2001, we engaged in four private
placement transactions, two of which were transactions which triggered
anti-dilution protections. On December 9, 1999, we issued 827,179 ADSs, warrants
to purchase 248,154 ADSs and reset warrants, which have expired without becoming
exercisable, to Castle Creek Technology Partners LLC for an aggregate
consideration of $3.5 million (the "Castle Creek Placement"). Also on
December 9, 1999, we issued 236,336 ADSs, warrants to purchase 70,900 ADSs and
reset warrants, which have expired without becoming exercisable, to Vincent S.
and Rosemary Pino, Richard N. and Barbara Zehner, Robert Waley-Cohen and Avalon
Panama S.A. for an aggregate consideration of $1 million (the "Four Investor
Placement"). We engaged in two additional placements with Jefferies & Company,
Inc. acting as placement agent.

On November 24, 2000, we issued 3,600,000 ADSs and warrants to purchase
1,800,000 ADSs to various investors for an aggregate consideration of
$18 million (the "First Jefferies Placement"). On February 12, 2001, we issued
940,000 ADSs and warrants to purchase 470,000 ADSs for an aggregate
consideration of $4.7 million (the "Second Jefferies Placement").

In the First Jefferies Placement and the Second Jefferies Placement, we sold
our securities for a price that was below the ten day average price of our ADSs
prior to the transactions and therefore triggered anti-dilution protections. The
First Jefferies Placement and the Second Jefferies Placement each triggered the
anti-dilution protections in both the Castle Creek Placement and the Four
Investor Placement. Further, the Second Jefferies Placement triggered the
anti-dilution protection in the First Jefferies Placement. The anti-dilution
protection in the Second Jefferies Placement has not been triggered as of the
date of this prospectus. However, if we issue securities in the future at a
price below the ten day average price of our ADSs prior to the transaction, the
anti-dilution protections in all four private placements can be triggered, as
long as the warrants issued in those private placements are still outstanding
and have not expired or been exercised. The warrants issued in the Castle Creek
Placement and the Four Investor Placement expire five years from the date of
their issuance, and the warrants issued in the First Jefferies Placement and
Second Jefferies Placement expire three years from the dates of their issuance.

Originally, the investors to the Castle Creek Placement and the Four
Investor Placement held warrants to purchase a total of 319,054 shares at an
exercise price of $5.29 per share. However, because the First Jefferies
Placement triggered their anti-dilution protections, the exercise price of
warrants issued in these two private placements decreased from $5.29 per share
to $4.77 per share and the number of shares issueable under these warrants
increased by 34,781 to a total of 353,836. Although the Second Jefferies
Placement triggered the anti-dilution protections of the Castle Creek Placement,
the Four Investor Placement and the First Jefferies Placement, under the terms
of their anti-dilution provisions, the exercise price of the warrants in these
private placements--and, consequently, the number of shares issueable under
these warrants--is not adjusted because the change is less than a 1% difference.
Instead, the difference is carried forward and not counted until there is
another adjustment which, together with the carried forward adjustment, would
result in at least a 1% change to the exercise price of the warrants.

The second way the anti-dilution protections in the four private placements
can be triggered is by the exercise of warrants for a price below the ten day
average price of our ADSs. Anti-dilution protection for a particular private
placement can only be triggered by securities issued after that private
placement. For example, if Warrant A was issued in January 2001 and is exercised
in June 2001, anti-dilution protection in Warrant B issued in February 2001
would not be triggered, even though Warrant A was exercised after the issuance
of Warrant B. The exercise of Warrant A would only trigger anti-dilution
protections from transactions prior to January 2001. Specifically, with regard
to our four private placement transactions: (1) the exercise of warrants from
each of the First Jefferies Placement and the Second Jefferies Placement can
trigger anti-dilution protections in both the Castle Creek Placement and the
Four Investor Placement and (2) the exercise of warrants from the Second
Jefferies Placement can trigger the anti-dilution protection in the First
Jefferies Placement. The exercise price of the warrants in the First Jefferies
Placement and the Second Jefferies Placement are identical. Their exercise price
is equal to the lesser of $6 or the ten day average price of our ADSs, less a
10% discount.

When the warrants from the First Jefferies Placement are actually exercised,
the anti-dilution protections in the Castle Creek Placement and the Four
Investor Placement will likely be triggered. When the warrants from the Second
Jefferies Placement are actually exercised, the anti-dilution protections in the
Castle Creek Placement, the Four Investor Placement and the First Jefferies
Placement will likely be triggered. The anti-dilution adjustments are calculated
using a formula which takes into account the ten day average price of our ADSs,
the number of ordinary shares then

outstanding, the amount of money we received from the triggering transaction and
the maximum number of shares issueable in the triggering transaction. After the
adjusted exercise price is calculated, the additional amount of shares which the
warrants in the four private placements can purchase is calculated by a formula
which takes into account the old exercise price, the old number of shares the
warrants could purchase and the new exercise price.

The greater the number of shares sold or issued at a price below market and
the greater the discount in the price per share below market, the greater the
anti-dilution adjustment. However, the anti-dilution protections are based on a
weighted average formula, which means that, generally, the amount of adjustment
to the exercise price of the warrants is not as great as the amount of discount
in the price per share below market.

A declining share price of our ADSs may trigger anti-dilution adjustments
which could accelerate and increase the magnitude of the decline. The lower the
price of our ADSs, the greater the potential additional number of shares
issueable due to the anti-dilution protections. For example, if there are no
anti-dilution adjustments, the total number of shares the investors in the four
private placements could purchase with their warrants is 2,873,834. However, if
the price of our ADSs decreases such that its ten day average is $0.70 per share
and all warrants are exercised at this price, this number increases by 50,211
shares to a total of 2,924,045. Warrant holders have the right to purchase an
increasing amount of shares during a decline in the price of our ADSs. If the
warrant holders exercise their warrants and sell their shares in the open market
during this time, downward pressure is added to the price, which can further
increase the anti-dilution adjustments for the remaining warrant holders.
Additionally, short sales of our shares may increase the downward pressure on
the price of our ADSs. The anti-dilution adjustments in the four private
placements and short sales may accelerate and compound a decline in the price of
our ADSs. Shareholders will be diluted as the price of our ADSs drops and
warrant holders in the four private placements gain the right to purchase an
increasingly large number of shares due to their anti-dilution protections.

WE ARE AT RISK OF SECURITIES CLASS ACTION LITIGATION DUE TO OUR SHARE PRICE
VOLATILITY.

The prices for our ADSs have fluctuated widely in the past. During the 12
months ended April 26, 2001, the closing price of a share of our common stock
ranged from a high of $27.50 to the recent low of $1.6875. Under the rules of
The Nasdaq Stock Market, our stock price must remain above $1.00 per share for
continued quotation of our shares on the Nasdaq National Market. Stock price
volatility has had a substantial effect on the market prices of securities
issued by us and other high technology companies, often for reasons unrelated to
the operating performance of the specific companies. In the past, following
periods of volatility in the market price of a company's securities, securities
class action litigation has often been instituted against the company. We may in
the future be the target of similar litigation. Regardless of the outcome,
securities litigation may result in substantial costs and divert management
attention and resources.

IT MAY BE DIFFICULT TO ENFORCE JUDGMENTS AGAINST US IN U.S. COURTS.

Insignia is incorporated under the laws of England and Wales. Two of our
executive officers and two of our directors reside in England. All or a
substantial portion of the assets of these persons, and a significant portion of
our assets, are located outside of the United States. As a result, it may not be
possible for investors to serve a complaint within the United States upon these
persons or to enforce against them or against us, in United States courts,
judgments obtained in United States courts based upon the civil liability
provisions of United States securities laws. There is doubt for the
enforceability outside of the United States, in original actions or in actions
for enforcement of judgments of United States courts, of civil liabilities based
solely upon United States securities laws. The rights of holders of our shares
are governed by English law, including the Companies Act 1985, and by our
Memorandum

and Articles of Association. As a consequence, the rights of holders of our ADSs
are also affected by English law. These rights differ from the rights of
security holders in typical United States corporations.

INSIGNIA HAS UNDERGONE A CLASS-ACTION LAWSUIT AND AN SEC INVESTIGATION IN THE
PAST FIVE YEARS.

On April 3, 1996, a class-action lawsuit was filed against us alleging that
we misrepresented our business, the strength of its sales force and its
financial health. The suit stemmed from our failure to achieve the consensus
earnings estimates of research analysts in the first quarter following our
initial public offering in November 1995. In August 1997, we reached a
memorandum of understanding to settle the suits. Although we never agreed with
the allegations, we paid $8.0 million to the plaintiffs, of which our insurance
company paid $7.5 million.

In February 1997, we restated our financial results for the quarters ending
March 31 and June 30, 1996. We revised our revenue and net income numbers
downward for these two quarters due to inflated revenues resulting from
misstatement of inventory levels of one of our resellers by two of our sales and
marketing personnel. We agreed with the SEC to cease and desist from engaging in
similar accounting practices. The two Insignia sales and marketing people
involved in the revenue misstatement are no longer with Insignia and were forced
to pay significant fines. Insignia did not have to pay any fines.

CAUTIONARY NOTE ON FORWARD LOOKING STATEMENTS

This prospectus and other documents incorporated by reference contain
statements which are based on Insignia's future plans, expectations, estimates
or beliefs. These are forward-looking statements and uncertain. Actual results
or outcomes can be very different from those expressed in forward-looking
statements.

Statements are forward-looking statements when they reflect beliefs and
intentions, or anticipated or expected results. Also, any statements that refer
to projections or other characterizations of future events or circumstances are
forward-looking statements. Insignia will not necessarily update the information
in this prospectus if actual outcomes or results differ from forward-looking
statements. Some of the important risks and uncertainties that may affect our
future results and performance are described above. You may find additional
information about factors that could affect our future results in our reports
filed with the SEC, which are incorporated by reference in this prospectus.

USE OF PROCEEDS

Insignia will not receive any of the proceeds from the sale of shares by the
selling security holders.

SELLING SECURITY HOLDERS

The number of ADSs that may actually be sold by each selling security holder
will be determined by the selling security holder. Because each selling security
holder may sell all, some or none of the ADSs that they hold, no precise
estimate can be given for the number of ADSs that will be held by the selling
security holders at the termination of the offering.

The selling security holders have advised us that they are the beneficial
owners of the shares being offered. The following table sets forth information
known to us with respect to the beneficial ownership of our ADSs as of
February 12, 2001 by the selling security holders. The following table assumes
that the selling security holders sell all of the ADSs being offered.

NUMBER OF ADSS ADSS NUMBER OF ADSS PERCENTAGE
BENEFICIALLY OWNED BEING BENEFICIALLY OWNED OWNED
NAME OF BENEFICIAL OWNER BEFORE OFFERING OFFERED AFTER OFFERING AFTER OFFERING
------------------------ ------------------ -------- ------------------ --------------

David Frodsham (1) (2)................. 57,813 30,000 27,813 *

Campfire Family, LLC (3)............... 0 630,000 0 *

Wind River Systems, Inc. (4)........... 0 600,000 0 *

Timken Living Trust U/A/D 9/14/99
(5).................................. 0 150,000 0 *

Jefferies & Company, Inc. (6) (7)...... 250,000 25,000 225,000 1.1%

------------------------

* Less than 1%

(1) Mr. Frodsham is a director of Insignia.

(2) Includes 17,813 shares subject to exercise of options exercisable in the
next 60 days.

(3) The person who has voting and investment control over the ADSs owned by
Campfire Family, LLC is Arthur J. Samberg, manager.

(4) Wind River Systems, Inc. is a public reporting company.

(5) The persons who have voting and investment control over the ADSs owned by
Timken Living Trust U/A/D 9/14/99 are William R. Timken and Judith P.
Timken, trustees.

(6) The 25,000 ADSs being offered hereby are based on a warrant Jefferies &
Company, Inc. received from Insignia as compensation as placement agent of
the private placement that closed on February 12, 2001. The warrant is
exercisable at $5.00 per share and expires February 12, 2006. Jefferies &
Company is a broker dealer registered in all 50 states and Washington, D.C.

(7) Includes a warrant to purchase 225,000 ADSs, exercisable at $5.00 per share
and expiring November 24, 2005, which Jefferies & Company, Inc. received
from Insignia as compensation as placement agent of the private placement
that closed on November 24, 2000.

PLAN OF DISTRIBUTION

We are registering the ADSs on behalf of the selling security holders. The
selling security holders acquired ADSs and warrants from Insignia on
February 12, 2001. This prospectus covers the ADSs they purchased on
February 12, 2001 and the ADSs we will issue upon exercise of warrants also
purchased on that date. To our knowledge, the selling security holders have not
entered into any agreement, arrangement or understanding with any particular
broker or market maker with respect to the sale of the shares covered by this
prospectus.

The selling security holders may, in one or more transactions, sell all or a
portion of their shares. The selling security holders, or the persons to whom
their shares have been transferred, may sell all or a portion of the shares on
the Nasdaq National Market, in negotiated transactions, in underwritten

transactions or in other transactions. They may sell at the then prevailing
prices, at prices related to the then current market price, or at negotiated
prices. The offering price of the shares will be determined by the selling
security holders, and, at the time of such determination, may be higher or lower
than the market price of our ADSs on the Nasdaq National Market. The shares may
be sold directly or though broker-dealers acting as principal or agent. The
methods by which the shares may be sold include:

- a block trade in which the engaged broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;

- purchases by a broker-dealer as principal and resale by this broker-dealer
for its account pursuant to this prospectus;

- ordinary brokerage transactions and transactions in which the broker
solicits purchases; and

- privately negotiated transactions.

The selling security holders have advised Insignia that they have not, as of
the date of this prospectus, entered into any agreements, understandings or
arrangements with any underwriters or broker-dealers for the sale of shares, nor
is there an underwriter or coordinating broker acting for the proposed sale of
shares by the selling security holders.

In effecting sales, brokers or dealers engaged by the selling security
holders may arrange for other brokers or dealers to participate. These brokers
or dealers may receive commissions or discounts from the selling security
holders in amounts to be negotiated immediately prior to the sale. The selling
security holders and any underwriters, dealers or agents participating in the
distribution of the shares may be deemed to be 'underwriters' within the meaning
of the Securities Act, and any profit on the sale of the shares by the selling
security holders and any commissions received by any broker-dealers may be
deemed to be underwriting commissions under the Securities Act. In addition, any
shares covered by this prospectus that qualify for sale pursuant to Rule 144
might be sold under Rule 144 rather than pursuant to this prospectus.

Additionally, in connection with the sale of the shares, the selling
security holders may enter into hedging transactions with broker-dealers and the
broker-dealers may engage in short sales of the shares in the course of hedging
the positions they assume with the selling security holders. The selling
security holders may also enter into option or other transactions with
broker-dealers that involve the delivery of the shares to the broker-dealers,
who may then resell or otherwise transfer the shares. The selling security
holders may also loan or pledge the shares to a broker-dealer and the
broker-dealer may sell the shares so loaned or upon a default may sell or
otherwise transfer the pledged shares.

In order to comply with the securities laws of some states, if applicable,
the shares may be sold only through registered or licensed brokers or dealers.
In addition, in some states, the shares may not be sold unless they have been
registered or qualified for sale in such state or an exemption from such
registration or qualification requirement is available and is complied with.

Insignia has informed the selling security holders that the
anti-manipulation rules under the Exchange Act apply to sales of shares in the
market and to the activities of the selling security holders and their
affiliates. Insignia has advised the selling security holders that during the
time they may be engaged in the attempt to sell registered shares, they cannot:

- engage in any stabilization activity in connection with any of Insignia's
securities;

- bid for or purchase any of Insignia's securities or any rights to acquire
Insignia's securities, or attempt to induce any person to purchase any of
Insignia's securities or rights to acquire Insignia's securities, other
than, in each case, as permitted under the Exchange Act; and

- sell or distribute the shares until after the prospectus has been
appropriately amended or supplemented, if required, to set forth the terms
of sale or distribution.

We also have agreed to indemnify the selling security holders in some
circumstances, against some liabilities arising under the Securities Act. The
selling security holders have agreed to indemnify us against some liabilities,
including liabilities arising under the Securities Act with respect to written
information furnished to us by the selling security holders.

We have agreed to pay all costs and expenses relating to the registration of
the shares. Any commissions, discounts or other fees payable to broker-dealers
in connection with any sale of the shares will be paid by the selling security
holders.

This offering will terminate on the earlier of:

- February 12, 2004; or

- the date on which all shares offered have been sold by the selling
security holders.

LEGAL MATTERS

The validity, under English law, of the shares offered under this prospectus
will be passed upon for Insignia by Macfarlanes, London.

EXPERTS

The consolidated financial statements incorporated in this prospectus by
reference to our annual report on Form 10-K for the year ended December 31,
2000, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
this firm as experts in auditing and accounting.

DOCUMENTS INCORPORATED BY REFERENCE IN THIS PROSPECTUS

The SEC allows Insignia to "incorporate by reference" the information that
Insignia files with the SEC. This means that Insignia can disclose important
information by referring the reader to those SEC filings. The information
incorporated by reference is considered to be part of this prospectus, and later
information Insignia files with the SEC will update and supersede this
information. Insignia incorporates by reference the documents listed below and
any future filings made with the SEC under section 13(a), 13(c), 14, or
15(d) of the Securities Exchange Act of 1934 until termination of the offering:

- Annual report on Form 10-K for the year ended December 31, 2000;

- The description of Insignia's ordinary shares contained in Insignia's
registration statement on Form 8-A, and any amendment or report filed for
the purpose of updating such description.

Some of the information about Insignia that may be important to an
investment decision is not physically included in this prospectus. Instead, the
information is "incorporated" into this prospectus by reference to one or more
documents that Insignia filed with the SEC. These documents, including any
exhibits that are specifically incorporated by reference into the information
that this prospectus incorporates, are available upon request without charge
from Investor Relations, Insignia Solutions plc, 41300 Christy Street, Fremont,
California 94538 (telephone number (510) 360-3700). Recipients should make all
requests for documents by the fifth business day before they make their final
investment decision, to be sure the documents arrive on time. Information that
has been incorporated by reference is considered part of this prospectus and
disclosed to investors, whether or not investors obtain a copy of the document
containing the information.

This prospectus may contain information that updates, modifies or is
contrary to information in one or more of the documents incorporated by
reference in this prospectus. Reports Insignia files with the SEC after the date
of this prospectus may also contain information that updates, modifies or is

contrary to information in this prospectus or in documents incorporated by
reference in this prospectus. Investors should review these reports as they may
disclose a change in the business, prospects, financial condition or other
affairs of Insignia after the date of this prospectus.

WHERE YOU CAN FIND MORE INFORMATION

The documents incorporated by reference into this prospectus are available
from us upon request. We will provide a copy of any and all of the information
that is incorporated by reference in this prospectus, not including exhibits to
the information unless those exhibits are specifically incorporated by reference
into this prospectus, to any person, without charge, upon written or oral
request.

Requests for documents should be directed to Investor Relations, Insignia
Solutions plc, 41300 Christy Street, Fremont, California 94538 (telephone number
(510) 360-3700).

We file reports, proxy statements and other information with the Securities
and Exchange Commission. Copies of our reports, proxy statements and other
information may be inspected and copied at the public reference facilities
maintained by the SEC:

Judiciary Plaza Citicorp Center Seven World Trade Center
Room 1024 5000 West Madison Street 13th Floor
450 Fifth Street, N.W. Suite 1400 New York, New York 10048
Washington, D.C. 20549 Chicago, Illinois 60661

Copies of these materials can also be obtained by mail for a fee from the
public reference section of the SEC, 450 Fifth Street, N.W., Washington, D.C.
20549 or by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that
contains reports, proxy statements and other information about us. The address
of the SEC website is http://www.sec.gov.

Insignia has filed a registration statement under the Securities Act with
the Securities and Exchange Commission for the shares to be sold by the selling
security holders. This prospectus has been filed as part of the registration
statement. This prospectus does not contain all of the information in the
registration statement because some parts of the registration statement are
omitted according to the rules and regulations of the SEC. The registration
statement is available for inspection and copying as described above.

This prospectus does not constitute an offer to sell, or a solicitation of
an offer to purchase, the securities offered by this prospectus in any
jurisdiction to or from any person to whom or from whom it is unlawful to make
this offer, solicitation of an offer or proxy solicitation. Neither the delivery
of this prospectus nor any distribution of securities under this prospectus
shall, under any circumstances, create any implication that there has been no
change in the information in this prospectus or incorporated by reference in
this prospectus or in our affairs since the date of this prospectus.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The aggregate estimated expenses to be paid by the registrant in connection
with this offering are as follows:

Securities and Exchange Commission registration fee......... $ 1,838.60
Accounting fees and expenses*............................... 10,000.00
Legal fees and expenses*.................................... 10,000.00
Miscellaneous*.............................................. 8,161.40
----------
Total..................................................... $30,000.00
==========

------------------------

* Estimate

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Insignia's Articles of Association contain a provision to the effect that,
so far as permitted by the statutory provisions of English law, Insignia shall
indemnify the directors and secretary against liabilities incurred by them in
relation to the affairs of Insignia. However, the Companies Act 1985 makes this
indemnity ineffective to the extent it applies to neglect or breach of duty in
relation to Insignia, except to the extent that it covers costs incurred by the
director or secretary in respect of court proceedings in which judgment is given
in his favor.

Insignia's policy is to enter into indemnity agreements with each of its
directors and executive officers. In addition, Insignia Solutions, Inc., a
Delaware corporation and a wholly owned subsidiary of Insignia, enters into
indemnity agreements with each of Insignia's directors and executive officers.
The indemnity agreements provide that directors and executive officers will be
indemnified and held harmless to the fullest possible extent permitted by law,
including against all expenses and attorneys' fees, judgments, fines and
settlement amounts paid or reasonably incurred by them in any action, suit or
proceeding, including any derivative action by or in the right of Insignia, on
account of their services as directors, officers, employees or agents of
Insignia or as directors, officers, employees or agents of any other company or
enterprise when they are serving in their capacities at the request of Insignia.
Neither Insignia nor Insignia Solutions, Inc. will be obligated pursuant to the
agreements to indemnify or advance expenses to an indemnified party with respect
to proceedings or claims:

- initiated by the indemnified party and not by way of defense, except with
respect to a proceeding authorized by the board of directors and
successful proceedings brought to enforce a right to indemnification under
the indemnity agreements;

- for any amounts paid in settlement of a proceeding unless Insignia
consents to the settlement;

- on account of any suit in which judgment is rendered against the
indemnified party for an accounting of profits made from the purchase or
sale by the indemnified party of securities of Insignia under
section 16(b) of the Exchange Act and related laws;

- on account of conduct by an indemnified party that is finally adjudged to
have been in bad faith or conduct that the indemnified party did not
reasonably believe to be in, or not opposed to, the best interests of
Insignia;

II-1

- on account of any criminal action or proceeding arising out of conduct
that the indemnified party has reasonable cause to believe was unlawful;
or

- if a final decision by a court having jurisdiction in the matter shall
determine that indemnification is not lawful.

The indemnity agreements are not exclusive of any rights a director or
executive officer may have under the Articles of Association, other agreements,
any majority-in-interest vote of the shareholders or vote of disinterested
directors and applicable law.

The indemnification provision in the Articles of Association, and the
indemnity agreements, may be sufficiently broad to permit indemnification of
Insignia's directors and executive officers for liabilities arising under the
Securities Act. In addition, Insignia has director and officer liability
insurance.

EXHIBITS

The following exhibits are filed herewith or incorporated by reference
herein:

EXHIBIT
NUMBER EXHIBIT TITLE
------ ------------------------------------------------------------

4.01 Registration Rights Agreement, dated as of June 5, 1992, as
amended (incorporated herein by reference to Exhibit 4.02 of
the Form F-1).

4.02 Deposit Agreement between Registrant and The Bank of New
York (incorporated herein by reference to Exhibit 4.03 of
the Registrant's Annual Report on Form 10-K (File
No. 0-27012) for the year ended December 31, 1995 (the "1995
10-K")).

4.03 Form of American Depositary Receipt (included in
Exhibit 4.02) (incorporated herein by reference to
Exhibit 4.03 of the 1995 10-K).

4.04 Securities Purchase Agreement, dated as of December 9, 1999,
between Insignia Solutions plc and Castle Creek Technology
Partners LLC (incorporated herein by reference to
Exhibit 10.50 to the Registrant's Current Report on Form 8-K
filed on December 15, 1999 (the "1999 8-K")).

4.05 Securities Purchase Agreement, dated as of December 9, 1999,
between Insignia Solutions plc and the Purchasers named
therein (incorporated herein by reference to Exhibit 10.51
to the 1999 8-K).

4.06 Registration Rights Agreement, dated as of December 9, 1999,
between Insignia Solutions plc and Castle Creek Technology
Partners LLC (incorporated herein by reference to
Exhibit 4.05 to the 1999 8-K).

4.07 Registration Rights Agreement, dated as of December 9, 1999,
between Insignia Solutions plc and the Purchasers named
therein (incorporated herein by reference to Exhibit 4.08 to
the 1999 8-K).

4.08 ADSs Purchase Warrant issued to Castle Creek Technology
Partners LLC dated December 9, 1999 (incorporated herein by
reference to Exhibit 4.06 to the 1999 8-K).

4.09 ADSs Purchase Reset Warrant issued to Castle Creek
Technology Partners LLC dated December 9, 1999 (incorporated
herein by reference to Exhibit 4.07 to the 1999 8-K).

4.10 Form of ADSs Purchase Warrant issued December 9, 1999
(incorporated by reference to Exhibit 4.09 to the 1999 8-K).

4.11 Form of ADSs Purchase Reset Warrant issued December 9, 1999
(incorporated by reference to Exhibit 4.10 to the 1999 8-K).

II-2

EXHIBIT
NUMBER EXHIBIT TITLE
------ ------------------------------------------------------------

4.12 Form of ADSs Purchase Warrant issued to the Investors in the
Private Placement (incorporated by reference to
Exhibit 4.11 to the Registrant's Current Report on Form 8-K
filed on November 29, 2000 (the "2000 8-K")).

4.13 ADSs Purchase Warrant issued to Jefferies & Company, Inc.
dated November 24, 2000 (incorporated by reference to
Exhibit 4.12 to the 2000 8-K).

4.14 Registration Rights Agreement, dated as of October 20, 1999,
by and between Insignia Solutions plc and Quantum
Corporation. (incorporated by reference to Exhibit 4.14 to
the Registrant's Registration. Statement on Form S-3 filed
on February 13, 2001 (the "2001 S-3")).

4.15 Line of Credit Loan Agreement and Promissory Note dated as
of March 20, 2000 by and between Insignia Solutions plc and
Vincent S. Pino, Rosemary G. Pino, Michael V. Pino and
Tiffany R. Pino (incorporated by reference to Exhibit 4.15
to the 2001 S-3).

4.16 Form of ADSs Purchase Warrant issued to the investors in the
second round of the private placement (incorporated by
reference to the Registrant's Current Report on Form 8-K
filed on February 15, 2001 (the "2001 8-K")).

4.17 ADSs Purchase Warrant issued to Jeffries & Company, Inc.,
dated February 12, 2001 (incorporated by reference to
Exhibit 4.14 to the 2001 8-K).

5.01 Opinion of Macfarlanes.*

23.01 Consent of Macfarlanes (included in Exhibit 5.01).

23.02 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.*

24.01 Power of Attorney.*

------------------------

* Previously filed by the registrant with the Commission.

UNDERTAKINGS

The undersigned registrant hereby undertakes:

- To file, during any period in which offers or sales are being made
pursuant to this registration statement, a post-effective amendment to
this registration statement:

- To include any prospectus required by section 10(a)(3) of the Securities
Act of 1933 (the "Securities Act").

- To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume or securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
offering price set forth in the "Calculation of Registration Fee" table
in the effective registration statement.

- To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.

II-3

- That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
BONA FIDE offering thereof.

- To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.

- That, for purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Exchange Act) that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to
the securities offered herein, and the offering of such securities at that
time shall be deemed to be the initial BONA FIDE offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, the registrant has been advised
that in the opinion of the Securities and Exchange Commission indemnification is
against public policy as expressed in the Securities Act and is unenforceable.
In the event that a claim for indemnification against liabilities, other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding, is asserted by a director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of this issue.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this amendment no. 1 to
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Fremont, State of California, on
April 27, 2001.

INSIGNIA SOLUTIONS PLC

By: /s/ RICHARD M. NOLING
-----------------------------------------
Richard M. Noling
PRESIDENT AND CHIEF EXECUTIVE OFFICER

Pursuant to the requirements of the Securities Act, this amendment no. 1 to
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.

NAME TITLE DATE
---- ----- ----

PRINCIPAL EXECUTIVE OFFICER, PRINCIPAL
FINANCIAL OFFICER AND AUTHORIZED U.S.
REPRESENTATIVE:

/s/ RICHARD M. NOLING
------------------------------------ President, Chief Executive Officer and April 27, 2001
Richard M. Noling Director

PRINCIPAL ACCOUNTING OFFICER:

/s/ LINDA POTTS
------------------------------------ Controller April 27, 2001
Linda Potts

ADDITIONAL DIRECTORS:

/s/ NICHOLAS, VISCOUNT BEARSTED*
------------------------------------ Chairman of the Board of Directors April 27, 2001
Nicholas, Viscount Bearsted

/s/ DAVID G. FRODSHAM*
------------------------------------ Director April 27, 2001
David G. Frodsham

II-5

NAME TITLE DATE
---- ----- ----

/s/ JOHN C. FOGELIN*
------------------------------------ Director April 27, 2001
John C. Fogelin

*Power of Attorney

By: /s/ RICHARD M. NOLING
--------------------------------
Richard M. Noling
ATTORNEY-IN-FACT

II-6

EXHIBIT INDEX

EXHIBIT NUMBER EXHIBIT TITLE
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