UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004

# FORM 8-K

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

Date of Report:
August 15, 2005

|INSIGNIA SYSTEMS, INC.                                
|------------------------------------------------------
|                                                      
|(Exact name of registrant as specified in its chapter)

|Minnesota                    |  | 1-13471      |  | 41-1656308         
|---------------------------- |  | ------------ |  | -------------------
|                             |  |              |  |                    
|(State or other jurisdiction |  | (Commission  |  | (IRS Employer      
|of incorporation)            |  | File Number) |  | Identification No.)

|6470 Sycamore Court North, Maple Grove, Minnesota |  | 55369     
|------------------------------------------------- |  | ----------
|                                                  |  |           
|(Address of principal executive offices)          |  | (Zip Code)

|Registrants telephone number, including area code |  | (763) 392-6200
|-------------------------------------------------- |  | --------------
|                                                   |  |               

|                                                             
|-------------------------------------------------------------
|                                                             
|(Former name or former address, if changed since last report)

|Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|- | -------------------------------------------------------------------------------------

|o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|- | --------------------------------------------------------------------------------------

|o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|- | ------------------------------------------------------------------------------------------------------

|o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|- | ------------------------------------------------------------------------------------------------------

---

|Item 3.01. |  | Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of
Listing.
|---------- |  | ----------------------------------------------------------------------------------------------------

On August 15, 2005, the Company
received a letter from The Nasdaq Stock Market (Nasdaq) notifying the Company
that for the 30 consecutive business days preceding the date of the letter, the bid price
of the Companys common stock had closed below the $1.00 per share minimum required
for continued inclusion on the Nasdaq SmallCap Market pursuant to Nasdaq Marketplace Rule
4310(c)(4). The letter further notified the Company that, in accordance with Nasdaq
Marketplace Rule 4310(c)(8)(D), the Company will be provided 180 calendar days, or until
February 13, 2006, to regain compliance with the minimum bid price requirement. Compliance
may be achieved if the bid price per share of the Companys common stock closes at
$1.00 per share or greater for a minimum of ten consecutive business days prior to
February 13, 2006. However, Nasdaq has the discretion to require a period in excess of ten
business days before determining that the ability to maintain long-term compliance has
been demonstrated.

The letter from Nasdaq further stated
that, if the Company does not regain compliance with the Marketplace Rules by February 13,
2006, Nasdaq will provide notice that the Companys common stock will be delisted
from the Nasdaq SmallCap Market. In the event of such notification, the Company would have
an opportunity to appeal Nasdaqs determination. If the Companys common stock
is delisted, it will trade on the OTC Bulletin Board.

The Company intends to monitor the
bid price between now and February 13, 2006, and consider available options if its common
stock does not trade at a level that is likely to regain compliance.

|Item 9.01. |  | Financial
Statements and Exhibits.
|---------- |  | ----------------------------------

(c)  Exhibits.

|Exhibit No. |  | Description
|----------- |  | -----------

|99.1 |  | Press
release dated August 17, 2005.
|---- |  | ------------------------------------

# 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 hereunto duly authorized.

| | Insignia Systems, Inc.
| | ----------------------
| |                       
| | (Registrant)          

|Date:    August 18, 2005 | By: | /s/ Scott F. Drill                                   
|------------------------ | --- | -----------------------------------------------------
|                         |     |                                                      
|                         |     | Scott F. Drill, President and Chief Executive Officer