**UNITED STATESSECURITIES 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 bycheck mark whether the registrant: (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.  Yes  ý No  o

 

Indicate bycheck mark whether the registrant is an accelerated filer (as defined in Rule12b-2 of the Act):  Yes  o  No  ý

 

As ofAugust 9, 2004, there were 29,404,062 ordinary shares of £0.20 eachnominal value, outstanding.

 

 

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**EXPLANATORYNOTE**

 

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 followingexhibits 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 onForm 8-K

 

Form 8-K filedMay 12, 2004 (under Items 12 and 7) for press release announcing financialresults for quarter ended March 31, 2004.

 

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**SIGNATURES**

 

Pursuant to therequirements of the Securities Exchange Act of 1934, the Registrant has dulycaused this report to be signed on its behalf by the undersigned thereunto dulyauthorized.

 
|                             | **Insignia Solutions  plc** |
|----------------------------------|-----------------------------|
|                             |                        |
|                             |                        |
|                             | By:                         | /s/ Robert E. Collins |   |
|                             |                        | Robert E. Collins |
|                             |                        | Chief Financial Officer |
|                             |                        |   |
| Date:  August 19, 2004 |                        |   |

 

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**EXHIBITINDEX**

 

The followingexhibits 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. |
|---|--------|--------------------|

 

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