SecProbe.io

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 ​ Bloomia Holdings, Inc. 5000 West 36th Street, Suite 220 Minneapolis, Minnesota 55416 February 13, 2026 Via EDGAR Correspondence ​ Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F. Street, N.E. Washington D. C. 20549 Re: Acceleration of Effective Date Bloomia Holdings, Inc. (formerly Lendway, Inc.) Registration Statement on Form S-1 File No. 333-292897 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so that the same will become effective at 11:00 a.m., Eastern Time, on February 18, 2026, or as soon thereafter as is practicable. Very truly yours, BLOOMIA HOLDINGS, INC. ​ By: /s/ Elizabeth E. McShane    Elizabeth E. McShane Chief Financial Officer 23394460.1 ​ ​ ​

January 27, 2026
Elizabeth E. McShane
Chief Financial Officer
Lendway Inc.
5000 West 36th Street, Suite 220
Minneapolis, MN 55416
Re:Lendway Inc.
Registration Statement on Form S-1
Filed January 23, 2026
File No. 333-292897
Dear Elizabeth E. McShane:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Margaret Sawicki at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and Services
cc:Garett M. Sleichter, Esq.

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isig-accelerationrequest2

Insignia Systems, Inc.

212 Third Avenue N, Suite 356

Minneapolis, Minnesota 55401

February
11, 2022

VIA EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100 F
Street, N.E.

Washington,
D.C. 20549

Re:

  Insignia
Systems, Inc.

  Registration
Statement on Form S-3

  File
No. 333-262542

  Acceleration
Request

Requested
Date:

  February
14, 2022

Requested
Time:

5:30 p.m. Eastern
Time

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Insignia
Systems, Inc. (the “Company”) hereby
respectfully requests that the effective date of the
above-captioned Registration Statement be accelerated so that it
will be declared effective at 5:30 p.m. Eastern Time on February
14, 2022, or as soon thereafter as possible.

Thank
you for your assistance. Please contact Joshua L. Colburn of Faegre
Drinker Biddle & Reath LLP, counsel to the Company, at +1 (612)
766-8946, as soon as the Registration Statement has been declared
effective, or if you have any other questions or concerns regarding
this matter.

Very
truly yours,

INSIGNIA SYSTEMS,
INC.

By:

/s/
Zackery
A. Weber

Zackery A.
Weber

Vice President of
Finance

United States securities and exchange commission logo
February 11, 2022
Zackery Weber
Vice President of Finance
INSIGNIA SYSTEMS INC/MN
212 Third Avenue N, Suite 356
Minneapolis, Minnesota 55401
Re:INSIGNIA SYSTEMS INC/MN
Registration Statement on Form S-3
Filed on February 4, 2022
File No. 333-262542
Dear Mr. Weber:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Janice Adeloye at 202-551-3034 or Erin Jaskot at 202-551-3442 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Joshua Colburn

July 14 , 2011

Via facsimile  (763) 392-6222
Mr. Scott F. Drill
Chief Executive Officer
Insignia Systems, Inc.
8799 Brooklyn Blvd.
Minneapolis, MN  55445

Re: Insignia Systems, Inc.
Form 10-K for the fiscal year ended December 31, 2010
Filed March 16, 2011
  Form 10 -Q for the quarter ended March 31, 2011
Filed May 10, 2011
File No. 1 -13471

Dear Mr. Drill:

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Co mmission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exc hange Act of 1934 and all applicable rules require.

Sincerely,

 /s/Terry French for

Larry Spirgel
Assistant Director

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June 30, 2011

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4631

Washington, D.C. 20549-4631

    Re:
    Insignia Systems, Inc.
 Form 10-K for the fiscal year ended December 31, 2010
 Filed March 16, 2011
 Form 10-Q for the quarter ended March 31, 2011
 File #1-13471

Dear Sir or Madam:

This letter is in response to the comment letter
dated June 9, 2011, relating to our Form 10-K for the year ended December 31, 2010. This letter sets forth each comment followed
by our response.

Form 10-K for the year ended December 31,
2010 filed March 16, 2011

Management’s Discussion and Analysis,
page 15

    Comment

    1.
    Refer to your discussion of revenues on page 17.  Please revise to quantify the changes in revenues due to increases in revenues per sign and decreases in the number of signs pursuant to the guidance in Financial Reporting Codification section 501.04.

    Response

    Service revenues from our POPSign programs for the year ended December 31, 2010 increased 2.1% to $27,231,000 compared to $26,666,000 for the year ended December 31, 2009.  The increase was primarily due to an increase of 7.1% in the average sign price, which was partially offset by a 5.2% decrease in the number of signs placed.  We propose to expand future MD&A disclosures to quantify the changes in revenues to include per sign information in future filings, starting with the June 30, 2011 Form 10-Q.

Securities and Exchange Commission

June 30, 2011

Page 2

    Comment

    2.
    Also, we note that the expiration of the registrant’s contract with Kroger could have a material adverse impact on service revenues for 2011.  Please expand the discussion to include the amount of revenues from this customer for 2010 and 2009.

    Response

    In 2010 and 2009, revenue recognized by advertising in Kroger stores was $9,417,000 and $9,883,000, respectively.  We propose to expand future MD&A disclosures to include the amount of revenue recognized in Kroger stores for applicable periods presented in future filings, starting with the June 30, 2011 Form 10-Q.

Financial
Statements

Note 6
– Income Taxes, page 39

    Comment

    3.
    We note that on February 9, 2011, you and News America entered into a settlement agreement to settle an ongoing lawsuit and that News America paid you $125 million in conjunction with the settlement.  We also note that you released $7.9 million of valuation allowance in 2010 due to the expectation of future taxable income as a result of the News America marketing lawsuit settlement.  Please either revise the disclosure to state the change in facts with regard to the lawsuit that occurred on or before December 31, 2010 that support your change in valuation allowance as of December 31 or tell us the basis for recording a change in the valuation allowance as of December 31 based on an event that occurred after the balance sheet date.  Please use the guidance found in ASC section 740-10-25-8, which states that a change in facts after the reporting date but before the financial statements are issued or available should be recognized in the period in which the change in facts occurs, and ASC sections 740-10-55-119 and 450-25 in your response.

Securities and Exchange Commission

June 30, 2011

Page 3

    Response

    Our determination to change the deferred tax valuation allowance as of December 31, 2010 was based on all current available information, positive and negative, prior to the filing of our 2010 Form 10-K on March 16, 2011, as outlined in ASC 740-10-30-17.  The determination of a valuation allowance and the settlement of the ongoing legal case are not “tax positions” as defined in ASC 740.  Unlike the restrictions outlined in ASC 740-10-25-8 regarding use of information subsequent to period end to determine the recognition of a tax position, the determination of whether a valuation allowance is necessary is not limited to events that have occurred as of the reporting date but rather to assess all current available information, as noted above.

    The $125 million settlement with News America was considered a significant positive indicator of future taxable income as a result of receipt of the settlement proceeds on February 10, 2011, and there was no ability for News America to appeal.  Based on this strong positive indicator and lack of significant negative indicators related to our future taxable income, we concluded that it was more likely than not that we would realize the benefit of our deferred tax assets as a result of including this settlement in the projection of future taxable income.

    We have reviewed ASC 740-10-25-8 and 740-10-55-119 and believe that guidance is used for tax positions taken relative to tax filings versus being used in determining a change to a deferred tax valuation allowance.  The legal case related to the Company’s claim against News America for violations of federal and state antitrust and false advertising laws and did not involve a tax position.  We have also reviewed ASC 450; however, this guidance relates to accounting for contingencies, which we believe is not applicable to the change in deferred tax valuation allowance adjustment as of December 31, 2010.

    The Company hereby acknowledges that:

    Ÿ
    the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    Ÿ
    staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

Securities and Exchange Commission

June 30, 2011

Page 4

    Ÿ
    the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact the undersigned with questions
or comments.

Very truly yours,

Insignia Systems, Inc.

    By:
    /s/ John C. Gonsior

    John C. Gonsior, CFO

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   insignia113064_corresp.htm - Generated by SEC Publisher for SEC Filing

June 17, 2011

United States

Securities and Exchange Commission

Washington, D.C. 20549

   Re:

   Insignia Systems, Inc.

   Form 10-K for the fiscal year ended December 31, 2010

   Filed March 16, 2011

   Form 10-Q for the quarter ended march 31, 2011

   File No. 1-13471

Attn:  Terry French for Larry Spirgel, Assistant Director

The registrant requests an extension until June 30, 2010, of the time to file a response to the Commission’s comment letter dated June 9, 2011.

Sincerely,

John C. Gonsior

Chief Financial Officer

June 9, 2011

Mr. Scott F. Drill
Chief Executive Officer
Insignia Systems , Inc.
8799 Brooklyn Blvd.
Minneapolis, MN  55445

Re: Insignia Systems , Inc.
Form 10-K for the fiscal year ended December 31, 2010
Filed March  16, 201 1
  Form 10 -Q for the quarte r ended March 31, 201 1
File No. 1 -13471

Dear Mr. Drill:

 We have limited our review to only your financial statements and related disclosures and
do not intend to expand our review to other portions of your documents.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the request ed
response.   If you do not believe our comments apply to your facts and circumstances  or do not
believe an amendment is appropriate , please tell us why in your response.

After reviewing  any amendment to your filing and  the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the year ended December 31, 2010 filed March 16, 2011

Management’s Discussion and Analysis, page 15

1. Refer to your discussion of revenues on page 17.  Please revise to quantify the changes in
revenues due to increases in revenues per sign and decreases in the number of signs
pursuant to the guidance in Financial Reporting Codification section 501.04.

2. Also, we note that the expiration of the registrant ’s contract with Kroger could have a
material adverse impact on service revenues for 2011.  Please expand the discussion to
include the amount of revenues from this customer for 2010 and 2009.

Financial Statements

Mr. Scott F. Drill
Insignia Systems , Inc.
June 9, 2011
Page 2

Note 6 – Income Taxes , page 39

3. We note that on February 9, 2011, you and News America entered into a settlement
agreement to settle an ongoing lawsuit and that News America paid you $125 million in
conjunction with the settlement.  We also note that you released $7.9 million of valuation
allowance in 2010 due to the expectation of future taxable income as a result of the News
America marketing lawsuit settlement.  Please either revise the disclosure to state the
change in facts with regard to the lawsuit that occurred on or be fore December 31, 2010
that support your change in valuation allowance as of December 31 or tell us the basis for
recording a change in the valuation allowance as of December 31 based on an event that
occurred after the balance sheet date.  Please use the guidance found in ASC section 740 -
10-25-8, which states that a change in facts after the reporting date but before the
financial statements are issued or available should be recognized in the period in which
the change in facts occurs, and ASC sections 740 -10-55-119 and 450 -25 in your
response.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that t he filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accu racy
and adequacy of the disclosures they have made.

            In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the fi ling;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the C ommission or any person under the federal securities laws of the United States.

Please file all correspondence over EDGAR.  You may contact Claire DeLabar , Senior
Staff Accountant, at (202) 551 -3349 or Terry French, Accountant Branch Chief,  at (202) 551 -
3828 if you have questions regarding comments on the financial statements and related matters.
Please contact me at (202) 551 -3810 with any other questions.

Sincerely,

Larry Spir gel
Assistant Directo r

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 4631
March 16, 2010
  Mr. Justin W. Shireman Insignia Systems, Inc. 8799 Brooklyn Blvd. Minneapolis, MN 55445
 RE: Insignia Systems, Inc.
Form 10-K for the fiscal year ended December 31, 2008
  Filed March 31, 2009
File #1-13471

   Dear Mr. Shireman:
We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
If you have any questions regarding these comments, please direct them to Era
Anagnosti, Staff Attorney, at (202) 551-3369, Pa mela Long, Assistant Director, at (202)
551-3765 or, in their absence, to the undersigned at (202) 551-3689.

         S i n c e r e l y ,             John Hartz        Senior Assistant Chief Accountant

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March 5, 2010

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4631

Washington, D.C. 20549-4631

Re:

Insignia Systems, Inc.

Form 10-K for the fiscal year ended December 31, 2008

Amendment No. 1

Filed January 29, 2010

File #1-13471

Dear Sir or Madam:

This letter is in response to the comment letter dated February 22, 2010, relating to our Form 10-K for the year ended December 31, 2008, Amendment No. 1.  This letter sets forth each comment followed by our response to the comment.

Comment

Item 9A – Controls and Procedures, page 20

Disclosure Controls and Procedures, page 20

1.

We note your qualification in the second paragraph under Item 9A.  Please indicate that your disclosure controls and procedures are designed to provide reasonable assurance of achieving their stated objectives and that your principal executive officer and principal financial officer concluded that your disclosure controls and procedures are effective at the reasonable assurance level.  Alternatively, in future filings please remove language from your filings that qualify the design, operation, and effectiveness of your disclosure controls and procedures.

Response

The second paragraph of Item 9A will be removed from future filings.

Insignia Systems, Inc.

Page 2

Comment

Item 11.  Executive Compensation, page 22

Executive Compensation, page 23

Compensation Discussion and Analysis, page 23

Overview and Philosophy, page 23

2.

We note your response and revised disclosure in response to comment 10 of our letter dated December 22, 2009.  In future filings please revise your disclosure on top of page 24 to clearly quantify what you consider to be compensation “slightly below competitive norms.”  In addition, please disclose the 21 publicly-traded peer companies which compensation data you review and consider as part of your market analysis.  Please show us what your revised disclosure will look like.

Response

The fourth paragraph of Compensation Discussion and Analysis – Overview and Philosophy, will be revised as follows in future filings:

The Compensation Committee Charter authorizes the Committee to retain outside consultants and advisors to assist the Committee.  In February 2007, the Committee retained Towers Watson, a national executive compensation consulting firm, to conduct an executive compensation review focused on the following areas:  executive competitive pay level testing, annual incentive plan design issues, and total potential dilution.  Towers Watson delivered a report to the Committee in February 2007 that included its assessment based on Watson Wyatt’s 2006-2007 Industry Report on Top Management Compensation, William Mercer’s 2006 Executive Compensation Survey, and proxy data from the Company’s 21 publicly-traded peer companies.  The assessment found that the Company’s total cash compensation for the eight executives reviewed was slightly below competitive norms when compared to the external market data, in that the executives’ total base salary was 14% below the market median and the executives’ total cash compensation was 7% below the market median.  Based on its assessment, Towers Watson recommended that the Committee consider normal increases to base salary and adoption of an annual incentive compensation plan for all of the executive officers.  The names of the peer companies used in the assessment are as follows:

24/7 Real Media Inc.

Alloy Inc.

Arbitron Inc.

Catalina Marketing Corp.

CoActive Marketing Group Inc.

Corillian Corp.

Digital River Inc.

EMAK Worldwide Inc.

Harris Interactive Inc.

Innotrac Corp.

Logility Inc.

MDC Partners Inc.

Multi-Color Corp.

Navarre Corp.

Paxar Corp.

Schawk Inc.

SPAR Group Inc.

Traffix Inc.

United Online Inc.

Valassis Communications Inc.

ValueClick Inc.

Insignia Systems, Inc.

Page 3

Future market analysis and assessment, when undertaken, may or may not be based upon the same 21 publicly-traded companies as determined by the Compensation Committee.

Following the above disclosure, future filings will then discuss the Compensation Committee’s actions with respect to the most recent year.

Comment

Base Salary, page 24

3.

We note your revised disclosure in response to comment 11 of our letter dated December 22, 2009.  In future filings please disclose how the compensation committee evaluated each named executive officer’s performance in deciding to increase their salaries.  We note your disclosure that the suggested market increase of 3% to 6% was “appropriate if justified by performance.”  Please show us what your revised disclosure will look like.

Response

Set forth below is revised disclosure for 2008 in response to this comment.  Future filings will follow this format, with changes to reflect information for the most recent year.

Base Salary

The original base salaries of the executive officers were set by their offer letters and are subject to upward or downward adjustment at the Compensation Committee’s discretion.  The Committee intends that base salaries be in the median range of salary levels for equivalent positions at comparable companies nationwide, in order for the Company to be able to attract and retain key individuals.  The Committee does not use a set formula in determining base salaries; rather, it considers recommendations from the Company’s CEO, together with its own assessment of each officer based on the following factors:  job performance, responsibilities, experience, tenure with the Company, historical compensation levels within the executive officer group, leadership, and current and future contributions to the success of the Company.  Officers do not necessarily receive increases every year.

In its February 2007 report, Towers Watson stated that the base salaries of the Company’s executive officers were slightly below the external median market data they reviewed, and that normal increases (3% to 6%), were appropriate if justified by performance.  In 2008 the Committee viewed Towers Watson’s 2007 report as continuing to be relevant, and did not retain Towers Watson or any other consultant to advise the Committee in setting base salaries for 2008.  The Committee consulted with Towers Watson on a limited and informal basis regarding base salary adjustments in 2008.

Insignia Systems, Inc.

Page 4

In addition to reviewing the Towers Watson report, the Compensation Committee met with the CEO and discussed with him his recommendation for salary adjustments for 2008 for the executive officers other than himself.  The CEO recommended that each of the officers receive a $10,000 salary increase, other than Mr. Jones, who received a significant salary increase when he was appointed Senior Vice President in 2007.  Although the Company’s net sales had increased in 2007 over 2006, net income remained constant.  The Company was also experiencing difficult challenges, including the potential loss of a key retailer, ongoing litigation with a large competitor, and the general economic downturn.  The CEO felt that the recent performance of the Company did not warrant large salary increases, but he wanted to reward the officers for their strong efforts during the difficult period for the Company, and motivate them to remain with the Company and help it overcome the challenges it was then facing.  The Committee agreed with the CEO’s recommendations.  It considered those recommendations together with the Towers Watson report, and its assessment of each of the officers based on the factors discussed above, and awarded a $10,000 increase in base salary for 2008 to each of the executive officers other than Mr. Jones, who received no increase.  The $10,000 increases ranged from 3% to 7% of the prior year’s salaries.

Comment

Annual Incentives, page 24

4.

Since your MD&A discussion focuses on gross profit numbers (we note disclosure on page 18 of the annual report on form 10-K filed on March 30, 2009) and your financial statements do not appear to present gross margin figures, please tell us with a view toward future disclosure how you actually calculate Mr. Drill’s percentage of bonus based on the gross margins on POPS revenue.

Response

In calculating the portion of Mr. Drill’s bonus tied to POPS gross margin for 2008, the Company first determined the gross margin percentage earned on all of its POPS revenue.  That percentage was then multiplied by the amount of POPS revenue between the dollar threshold ($24,000,000) and the dollar cap ($29,000,000).  The resulting dollar amount was then multiplied by the bonus percentage.  The calculation for 2008 of this part of the bonus was as follows:

Insignia Systems, Inc.

Page 5

CALCULATION OF POPS GROSS MARGIN

POPS revenue for 2008

$

28,930,860

Less POPS costs of services for 2008

$

(12,929,096)

POPS gross profit

$

16,001,764

POPS gross margin

55.31%

CALCULATION OF MARGIN-BASED BONUS

POPS revenue for 2008

$

28,930,860

Less bonus threshold

(26,500,000)

Revenue on which bonus is calculated

$

2,430,860

POPS gross margin percentage for 2008

55.31%

Bonus gross margin

$

1,344,509

Bonus percentage

3.75%

Margin-based bonus

$

50,419

Comment

Long-term Incentives, page 25

5.

Your CD&A provides minimal, if any, analysis as to how the ultimate level of the equity awards was determined.  For each executive officer, in future filings please provide a substantive analysis and insight into why the compensation committee determined that the levels of equity compensation were appropriate in light of the factors considered in deriving those payouts.  Please show us what your revised disclosure will look like.

Response

Set forth below is revised disclosure for 2008 in response to this comment.  Future filings will follow this format, with changes to reflect information for the most recent year.

Long-term Incentives

The 1990 Stock Plan and the 2003 Incentive Stock Option Plan are the basis of the Company’s long-term incentive plans for executive officers and other key employees.  The stock option grants allow executives to purchase shares of Company stock at a price equal to the fair market value of the stock on the date of grant over a term of five to ten years.  The options generally vest and become exercisable over a period of up to three years following the date of grant.  The Committee granted options to the named executive officers on May 21, 2008 as shown in the Grants of Plan-Based Awards table.

The grant of stock options is consistent with the Company’s objective to include a long-term equity interest in the total compensation package for the executive officers, giving them greater opportunity for reward if long-term performance is sustained.  The objective of the stock option grants is to align executives’ long-term interests with those of the shareholders by creating a direct incentive for executives to increase shareholder value. In general, the Committee utilizes option grants as incentives for future performance and not as compensation for past accomplishments.  The Committee does not use any set formula in granting options to executive officers.  Prior to granting options to the executive officers, the Committee meets with the Company’s Chief Executive Officer and receives his recommendations. The Committee typically considers the CEO’s recommendations together with its own assessment of each officer based on the same factors it uses in making salary adjustments: job performance, responsibilities, experience, tenure with the Company, historical compensation levels within the Company, leadership, and contributions to the success of the Company, particularly the future success of the Company.  In connection with the option grant on May 21, 2008, the CEO recommended that each of the named executive officers receive an option grant for 20,000 shares.  Although the Company’s net sales had increased in 2007 over 2006, net income remained constant.  The Company was also experiencing difficult challenges including the potential loss of a key retailer, ongoing litigation with a large competitor, and the general economic downturn.  The CEO felt that the recent performance of the Company did not warrant large option grants to the executive officers, but he wanted to motivate them to remain with the Company and help it to overcome the challenges it was then facing, and increase shareholder value.  Accordingly, he recommended an option grant to each of the executive officers for 20,000 shares.  The Committee agreed with the CEO’s recommendation, and after considering it together with its assessment of the officers using the factors described above, awarded option grants for 20,000 shares to each of and the executive officers.

Insignia Systems, Inc.

Page 6

The Company also maintains the Employee Stock Purchase Plan, pursuant to which eligible employees can contribute up to ten percent of their base pay per year to purchase shares of Common Stock.  The shares are issued by the Company at a price per share equal to 85% of market value on the first day of the offering period or the last day of the plan year, whichever is lower.

Comment

Summary Compensation Table, page 27

6.

We note disclosure in the “All Other Compensation” column and your footnote (5) disclosure.  Pursuant to Instruction 4 to item 402(c)(2)(ix) of Regulation S-K, if perquisites and personal benefits are required to be reported, then each perquisite or personal benefit that exceeds the greater of $25,000 or 10% of the total amount of perquisites and personal benefits for that officer must quantified and disclosed in a footnote.  With respect to Mr. Jones, please advise or otherwise revise your future filings to comply with Instruction 4.

RESPONSE

Future filings will comply with Instruction 4 to Item 402(c)(2)(ix).  Set forth below is the breakdown of the Column 5 information for Mr. Jones for 2008, 2007 and 2006:

Year

Insurance Premiums

Commissions

Total All

Other Comp.

2008

$552

$287,944

$288,496

2007

  552

  212,521

  213,073

2006

  469

  227,965

  228,434

Comment

Grants of Plan-Based Awards, page 28

7.

Your disclosure with respect to “Estimated Future Payouts, Under Non-Equity Incentive Plan Awards” is inconsistent with your Summary Compensation table disclosure, in particular, the “Non-Equity Incentive Plan Compensation” column where you disclose non-equity compensation paid pursuant to a plan.  Please revise your future disclosure accordingly.

RESPONSE

The columns for Estimated Future Payouts, Under Non-Equity Incentive Plan Awards in the Grants of Plan-Based Awards table are marked “N/A”, because at the time the proxy materials were distributed, the Compensation Committee had not approved any executive incentive plans for 2009 due to the uncertain economy, and it was impossible to estimate the amounts of any future non-equity incentive plan awards.  Future filings will make all required disclosures in this table.

Comment

Potential Change in Control Payments, page 28

8.

In future filings please describe in greater detail the provisions of the agreements you have with each of the executive officers for payments upon a change of control.  Explain what constitutes a “change in control” for purposes of these agreements, and explain the basis for selecting these events as triggering payment, including the rationale for providing a single trigger for payment.  Please see Item 402(j) of Regulation S-K for additional guidance.  Please show us what your revised disclosure will look like.

RESPONSE

Future filings will include the following disclosure in response to this comment and Item 402(j), with appropriate updating:

Insignia Systems, Inc.

Page 7

POTENTIAL CHANGE IN CONTROL PAYMENTS

Messrs. Drill, Shireman, Simcox, Lucas and Jones have Change in Control Agreements with the Company which provide that, following a change in

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 4631
February 22, 2010

Mr. Justin W. Shireman Insignia Systems, Inc. 8799 Brooklyn Blvd. Minneapolis, MN 55445
 RE: Insignia Systems, Inc.
Form 10-K for the fiscal year ended December 31, 2008 Amendment
No.1
  Filed January 29, 2010
File #1-13471

Dear Mr. Shireman:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to pr ovide us with supplemental information so
we may better understand your disclosure.  We welcome any questions you may have
about our comments or on any other aspect of our review.  Feel fr ee to call us at the
telephone numbers listed at the end of th is letter.
 Item 9A – Controls a nd Procedures, page 20

 Disclosure Controls and Procedures, page 20

1. We note your qualification in the sec ond paragraph under Item 9A.  Please
indicate that your disclosure controls and procedures are designed to provide
reasonable assurance of achieving their stat ed objectives and that your principal
executive officer and principal financial officer concluded th at your disclosure
controls and procedures are effective at the reasonable assurance level.
Alternatively, in future f ilings please remove language from your filings that
qualify the design, operation, and effectiven ess of your disclosure controls and
procedures.

Mr. Justin W. Shireman
Insignia Systems, Inc. February 22, 2010 Page 2   Item 11.  Executive Compensation, page 22

 Executive Compensation, page 23

 Compensation Discussion and Analysis, page 23

 Overview and Philosophy, page 23

2. We note your response and revised disclosu re in response to comment 10 of our
letter dated December 22, 2009.  In future filings please revise your disclosure on
top of page 24 to clearly quantify what you consider to be co mpensation “slightly
below competitive norms.”  In addition, please disclose the 21 publicly-traded
peer companies which compensation data you review and consider as part of your
market analysis.  Please show us what  your revised disclosure will look like.

Base Salary, page 24

3. We note your revised disclosure in res ponse to comment 11 of our letter dated
December 22, 2009.  In future filings please disclose how the compensation committee evaluated each named executive officer’s performance in deciding to
increase their salaries.  We note your disclosure that the suggested market
increase of 3% to 6% was “appropriate if  justified by performance.” Please show
us what your revised disclosure will look like.

Annual Incentives, page 24

4. Since your MD&A discussion focuse s on gross profit numbers (we note
disclosure on page 18 of the annua l report on Form 10-K filed on March 30,
2009) and your financial statements do not appear to present gross margin figures,
please tell us with a view toward future  disclosure how you act ually calculate Mr.
Drill’s percentage of bonus based on the gross margins on POPS revenue.

Long-term Incentives, page 25

5. Your CD&A provides minimal, if any, analys is as to how the ultimate level of the
equity awards was determined.  For each executive officer, in future filings please provide a substantive anal ysis and insight into w hy the compensation committee
determined that the levels of equity comp ensation were appropriate in light of the
factors considered in deriving those payout s.  Please show us what your revised
disclosure will look like.

Mr. Justin W. Shireman
Insignia Systems, Inc. February 22, 2010 Page 3   Summary Compensation Table, page 27

6. We note disclosure in the “All Other Compensation” column and your footnote
(5) disclosure.  Pursuant to  Instruction 4 to Item 402( c)(2)(ix) of Regulation S-K,
if perquisites and personal benefits are required to be reported, then each
perquisite or personal benefit that ex ceeds the greater of $25,000 or 10% of the
total amount of perquisites and personal  benefits for that officer must be
quantified and disclosed in a footnote.  With  respect to Mr. Jone s, please advise or
otherwise revise your future filings  to comply with Instruction 4.
 Grants of Plan-Based Awards, page 28

7. Your disclosure with respect to “Estim ated Future Payouts, Under Non-Equity
Incentive Plan Awards” is inconsistent  with your Summary Compensation table
disclosure, in particular, the “Non-Equity Incentive Plan Compensation” column
where you disclose non-equity compensation paid pursuant to a plan.  Please revise your future disclosure accordingly.
 Potential Change in Control Payments, page 28

8. In future filings please describe in great er detail the provision s of the agreements
you have with each of the executive o fficers for payments upon a change of
control.  Explain what constitutes a “cha nge in control” for purposes of these
agreements, and explain the basis for selec ting these events as triggering payment,
including the rationale for providing a singl e trigger for payment.  Please see Item
402(j) of Regulation S-K for additional guidance.  Please show us what your
revised disclosure will look like.
 Item 13.  Certain Relationships and Related Transactions and Director Independence,
page 30

9. We note your response and revised disclosu re in response to comment seven of
our letter dated December 22, 2009.  In  accordance with Item 404(b) of
Regulation S-K, in future filings please  revise your disclosure to provide a
description of your policies regarding the review and approval of transactions
covered under Item 404(a) of Regulation S- K.  Please show us what your revised
disclosure will look like.

*    *    *    *
   Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please pr ovide us with a supplemental response letter
that keys your responses to our comment s and provides any requested supplemental
information.  Detailed letters greatly facilitate our review.  Please file your supplemental

Mr. Justin W. Shireman
Insignia Systems, Inc. February 22, 2010 Page 4   response on EDGAR as a correspondence file .  Please understand that we may have
additional comments after reviewin g your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the sta ff to be certain that they have provided all
information investors require.  Since the co mpany and its management are in possession
of all facts relating to a company’s disclosure , they are responsible for the accuracy and
adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in their
filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

If you have any questions regarding these comments, please direct them to Era
Anagnosti, Staff Attorney, at (202) 551-3369, or to the undersigned at (202) 551-3760.

         S i n c e r e l y ,             Pamela A. Long        A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

   insignia100352_corresp.htm - Generated by SEC Publisher for SEC Filing

January 29, 2010

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4631

Washington, D.C. 20549-4631

Re:

Insignia Systems, Inc.

Form 10-K for the fiscal year ended December 31, 2008

Filed March 31, 2009

File #1-13471

Dear Sir or Madam:

This letter is in response to the comment letter dated December 22, 2009, relating to our Form 10-K for the year ended December 31, 2008.  This letter sets forth each comment followed by our response.  We are also filing today an amendment to the Form 10-K for the year ended December 31, 2008, and amendments to our Forms 10-Q for the quarters ended March 31, 2009 and June 30, 2009.

Comment

Form 10-K for the Fiscal Year Ended December 31, 2008

Patents and Trademarks, page 6

1.

In future filings, please disclose who the Developer is, and clarify, if true, that the company does not rely upon any rights granted by the Developer with respect to the POPSign program.  Also, it appears that you have not filed the license agreement with the Developer as an exhibit to the annual report.  Please tell why this agreement is not required to be filed pursuant to Item 601(b)(10) of Regulation S-K, or otherwise, please file the agreement as an exhibit with your next annual report.

Response

The technology obtained from the Developer relates to the Company’s thermal paper sign card product, and not the Company’s POPSign service business.  The agreement with the Developer was previously filed as an exhibit, but the Company stopped listing the agreement as an exhibit in our Form 10-K for the year ended December 31, 2008, because revenue from this product line was only 2.5 percent of the Company’s revenue in 2008, and the royalties paid to the Developer are no longer material.  Royalties paid to the Developer were approximately $7,900 in 2008, and approximately $5,900 in 2009, and are expected to continue to decline in the future.  References to the Developer will be deleted from future filings.

Securities and Exchange Commission

Insignia Systems, Inc.

January 29, 2010

File #1-13471

Page 2

Comment

Customers, page 7

2.

In accordance with Item 101(c)(1)(vii) of Regulation S-K, in future filings please identify the customers who accounted for 10% or more of your annual net sales.

Response

This information will be provided in future filings.

Comment

Item 1A – Risk Factors, page 8

3.

Please note that you should disclose all known material risks.  In future filings, please delete the second sentence in the introductory paragraph.  If risks are not deemed material you should not reference them.

Response

The second sentence in the introductory paragraph of Risk Factors will be deleted in future filings.

Comment

Item 15.  Exhibits and Financial Statement Schedules, page 43

4.

We note that portions of the Exclusive Reseller Agreement between Valassis Sales & Marketing Services, Inc. and the Company entered into as of June 12, 2006 (Exhibit 10.8) and Amendment #2 to the same agreement (Exhibit 10.12) have been omitted pursuant to a confidential treatment request filed with the Commission.  Please ensure that in future filings you identify with a footnote the agreements subject to confidential treatment requests.  Also, please tell us why you have not filed Amendment #1 as an exhibit to the annual report, or otherwise file it with your next periodic report.

Response

We will note in future filings the agreements that are subject to confidential treatment requests.  Amendment #1 to the Exclusive Reseller Agreement is being filed as an exhibit with the Form 10-K/A being filed today.

Securities and Exchange Commission

Insignia Systems, Inc.

January 29, 2010

File #1-13471

Page 3

Comment

Exhibit 31.1. – Certification of Principal Executive Officer

Exhibit 31.2. – Certification of Principal Financial Officer

5.

Your certifications omit the following language at the end of paragraph 4: “and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant…”  Please file an amendment to your Form 10-K to include certificates that do not exclude the stated language.  Please note that in response to this comment, your amended Form 10-K should include the cover page, explanatory note, signature page and Items 1, 2, 4, and 5 of the certifications.  In addition, since it appears that this is not the first year in which you have filed management’s report on internal control over financial reporting, the Form 10-K/A must also include full Item 9A disclosure as well as the company’s financial statements.  Please also ensure that the revised certifications refer to Form 10-K/A and are currently dated.  Please refer to Section 246.13 of the Division of Corporation Finance – Compliance and Disclosure Interpretations of Regulation S-K, which can be found at http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm.  Please comply with this comment with respect to your quarterly report on Form 10-Q for the periods ended March 31, 2009 and June 30, 2009.

Response

The Form 10-K/A being filed today includes the required wording in the certifications, together with Item 9A disclosure and the Company’s financial statements.  The Forms 10-Q/A being filed today for the periods ended March 31, 2009 and June 30, 2009, include the same changes in the certifications.

Comment

Quarterly Report on Form 10-Q For the Period Ended March 31, 2009

Quarterly Report on Form 10-Q For the Period Ended June 30, 2009

Quarterly Report on Form 10-Q For the Period Ended September 30, 2009

6.

We note your disclosure that your certifying officers concluded that your disclosure controls and procedures were effective “in timely alerting them to material information relating to the Company required to be included in the Company’s periodic filings under the Exchange Act.”  This description appears to be based on the definition of disclosure controls and procedures set forth in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.  As described, however, the evaluation does not fully conform to the definition in those rules.  Specifically, the description does not indicate that your disclosure controls and procedures are effective to ensure that information is accumulated and communicated to management, including the principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure.  Please confirm this to us and revise accordingly in future filings.  Alternatively, you may simply state in future filings that your certifying officers concluded on the applicable dates that your disclosure controls and procedures were effective.

Securities and Exchange Commission

Insignia Systems, Inc.

January 29, 2010

File #1-13471

Page 4

RESPONSE

We will state in future filings that our certifying officers concluded that our disclosure controls and procedures were effective on the applicable dates.  This change has also been made in Item 4 of the Forms 10-Q/A being filed today for the periods ended March 31, 2009 and June 30, 2009.

Comment

Definitive Proxy Statement on Schedule 14A filed on April 6, 2009

General

7.

Item 13 of Form 10-K requires that you provide disclosure in accordance with Item 404 of Regulation S-K.  We are unable to locate disclosure regarding certain relationships and related transactions.  Please advise or otherwise include appropriate disclosure in your next amendment.

RESPONSE

The Form 10-K/A being filed today includes disclosure under Part III, Item 13, responding to this comment.

Comment

Director Compensation, page 3

8.

Please revise your disclosure to clarify whether the re-election of directors occurs annually and the reasons behind Chairman’s grant of non-qualified options being five times greater than the grant to the other independent directors.

RESPONSE

Future proxy statements will clarify that all of the directors are re-elected annually.  The Form 10-K/A being filed today includes disclosure under Part III, Item 11, responding to this comment regarding the option grant to the Company’s Chairman under the heading Director’s Compensation.

Securities and Exchange Commission

Insignia Systems, Inc.

January 29, 2010

File #1-13471

Page 5

Comment

Executive Compensation, page 10

Compensation Discussion & Analysis, page 10

9.

Your CD&A provides no analysis of how the compensation committee made its decisions regarding compensation paid to executives in 2008.  Your CD&A should clearly explain how the qualitative and quantitative items that the committee considered translated into objective pay determinations.  Please amend your Form 10-K to enhance your discussion significantly and to respond to the specific comments we have below.

RESPONSE

The Form 10-K/A being filed today includes additional disclosure in Part III, Item 11, responding to this comment under the heading Compensation Discussion and Analysis.

Comment

Base Salary, page 10

10.

In the first paragraph you disclose that the base salaries for your executive officers “are intended to be competitive with the median base salaries paid by other corporations similar to the [c]ompany”.  Since it appears that you benchmark your executives’ compensation, your disclosure would need to comply with Item 402(b)(2)(xiv) of Regulation S-K.  Question 118.05 of Regulation S-K Compliance and Disclosure Interpretations, which are available on our website at http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm, provides further guidance on when a registrant must identify the benchmark in the filing.  In addition, in future filings, please clarify whether you benchmark your compensation, and if so, please made the appropriate disclosures, including among other things, identifying the companies comprising the peer group of corporations “similar” to the company.

RESPONSE

The Form 10-K/A being filed today includes additional disclosure in Part III, Item 11, responding to this comment under the heading Compensation Discussion and Analysis.  The Company does not consider its procedures to be benchmarking.

Comment

11.

We note that with the exception of Mr. Jones, the base salaries for the other executive officers were increased; however, you provide no analysis of the factors that the compensation committee considered for purposes of determining the amount of each executive officer’s base salary.  Please see Item 402(a)(v) of Regulation S-K.  Please revise your disclosure accordingly, and in addition disclose what type of compensation surveys the committee reviews and how such information influences the committee’s decisions.

Securities and Exchange Commission

Insignia Systems, Inc.

January 29, 2010

File #1-13471

Page 6

RESPONSE

The Form 10-K/A being filed today includes additional disclosure in Part III, Item 11, responding to this comment under the heading Compensation Discussion and Analysis.

Comment

Annual Incentives, page 11

12.

Your disclosure about how the amount of incentive compensation is determined is overly broad and generic.  There is no analysis of how financial performance targets were determined, what their level of achievement was, and whether the compensation committee’s assessment of individual performance was based upon review of pre-established individual goals or whether it was based upon the committee’s subjective determination.

Ÿ

Please revise your disclosure to greatly enhance your analysis of how the committee determined the incentive compensation amounts, including a qualitative and quantitative discussion of the financial performance targets, and each executive’s individual targets.

Ÿ

Please disclose the actual level of achievement for each performance goal and how the ultimate level of award was determined.  Please see Item 402(b)(1)(v) of Regulation S-K.  We note footnote (3) disclosure to the summary compensation table on page 12.  The reference to achievement of “certain revenue and gross margin performance targets” is overly broad and generic.

Ÿ

Please note that to the extent that the compensation committee’s decisions regarding an executive officer’s individual performance were based upon a subjective evaluation, in accordance with Item 402(b)(2)(vii) of Regulation S-K, please ensure to disclose each executive officer’s personal objectives by also identifying the specific contributions made by each executive and contextualize those achievements for purposes of demonstrating how they resulted in specific compensation decisions.  Although quantitative targets for subjective or qualitative assessments may not be required, you should provide insight of how qualitative inputs are translated into objective pay determinations.

RESPONSE

The Form 10-K/A being filed today includes additional disclosure in Part III, Item 11, responding to this comment under the headings Compensation Discussion and Analysis and Summary Compensation Table.

Securities and Exchange Commission

Insignia Systems, Inc.

January 29, 2010

File #1-13471

Page 7

The Company hereby acknowledges that:

Ÿ

the Company is responsible for the adequacy and accuracy of the disclosure in its filings;

Ÿ

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

Ÿ

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact the undersigned with questions or comments.

Very truly yours,

Insignia Systems, Inc.

/s/ Justin W. Shireman

Justin W. Shireman

Vice President, Finance and CFO

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 4631
December 22, 2009

Mr. Justin W. Shireman Insignia Systems, Inc. 8799 Brooklyn Blvd. Minneapolis, MN 55445
 RE: Insignia Systems, Inc.
Form 10-K for the fiscal year ended December 31, 2008
  Filed March 31, 2009
File #1-13471

   Dear Mr. Shireman:
We have reviewed your filings and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to pr ovide us with supplemental information so
we may better understand your disclosure.  Af ter reviewing this information, we may or
may not raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-K for the Fiscal Year Ended December 31, 2008

 Patents and Trademarks, page 6

1. In future filings, please disclose who the De veloper is, and clarif y, if true, that the
company does not rely upon any rights gr anted by the Developer with respect to
the POPsign program.  Also, it appears that you have not filed the license
agreement with the Developer as an exhibi t to the annual report.  Please tell why
this agreement is not required to be filed pursuant to Item 601(b)(10) of

Mr. Justin W. Shireman
Insignia Systems, Inc. December 22, 2009 Page 2
Regulation S-K, or otherwise,  please file the agreement as an exhibit with your
next annual report.
 Customers, page 7

2. In accordance with Item 101(c)(1)(vii) of Re gulation S-K, in future filings please
identify the customers who accounted for 10% or more of your annual net sales.
 Item 1A - Risk Factors, page 8

3. Please note that you should disclose all know n material risks.  In future filings,
please delete the second sentence in the introductory paragraph.  If risks are not
deemed material, you should not reference them.

Item 15.  Exhibits and Financia l Statement Schedules, page 43

4. We note that portions of the Exclusive Reseller Agreement between Valassis
Sales & Marketing Services, Inc. and th e Company entered into as of June 12,
2006 (Exhibit 10.8) and Amendment #2 to the same agreement (Exhibit 10.12)
have been omitted pursuant to a confiden tial treatment request filed with the
Commission.  Please ensure that in future filings you identify with a footnote the
agreements subject to confidential treatme nt requests.  Also, please tell us why
you have not filed Amendment #1 as an exhi bit to the annual report, or otherwise
file it with your ne xt periodic report.

Exhibit 31.1. – Certification of  Principal Executive Officer
Exhibit 31.2 – Certification of  Principal Financial Officer

5. Your certifications omit the following la nguage at the end of paragraph 4: “and
internal control over financial reporting (as defined in Exchange Act Rules 13a-
15(f) and 15d-15(f) for the registrant…”  Please file an amendment to your Form
10-K to include certificates that do not ex clude the stated language.  Please note
that in response to this comment, your amended Form 10-K should include the
cover page, explanatory not e, signature page and Items 1, 2, 4, and 5 of the
certifications.  In addition, since it appears th at this is not the first year in which
you have filed management’s report on inte rnal control over financial reporting,
the Form 10-K/A must also include fu ll Item 9A disclosure as well as the
company's financial statements.  Please also  ensure that the re vised certifications
refer to Form 10-K/A and are currently dated.  Please refer to Section 246.13 of
the Division of Corporation Finance – Co mpliance and Disclosure Interpretations
of Regulation S-K, which can be found at http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm
.  Please comply
with this comment with respect to yo ur quarterly report on Form 10-Q for the
periods ended March 31, 2009 and June 30, 2009.

Mr. Justin W. Shireman
Insignia Systems, Inc. December 22, 2009 Page 3    Quarterly Report on Form 10-Q For the Period Ended March 31, 2009

Quarterly Report on Form 10-Q For the Period Ended June 30, 2009
Quarterly Report on Form 10-Q For the Period Ended September 30, 2009

6. We note your disclosure that your cer tifying officers concluded that your
disclosure controls and procedures were  effective “in timely alerting them to
material information relating to the Co mpany required to be included in the
Company’s periodic filings under the Excha nge Act.”  This description appears to
be based on the definition of disclosure controls and pro cedures set forth in Rules
13a-15(e) and 15d-15(e) under the Exchange  Act.  As described, however, the
evaluation does not fully conform to the de finition in those rules.  Specifically,
the description does not indica te that your disclosure c ontrols and procedures are
effective to ensure that information is accumulated and communicated to management, including the principal ex ecutive and financial officers, as
appropriate to allow timely decisions regarding required disclosure.  Please
confirm this to us and revise accordingl y in future filings.  Alternatively, you may
simply state in future filings that  your certifying officer s concluded on the
applicable dates that your disclosure c ontrols and procedures were effective.
 Definitive Proxy Statement on Schedule 14A filed on April 6, 2009

General

7. Item 13 of Form 10-K requires that you provide disclosure in accordance with
Item 404 of Regulation S-K.  We are unabl e to locate disclosure regarding certain
relationships and related transactions.  Please advise or otherwise include
appropriate disclosure in  your next amendment.
 Director Compensation, page 3

8. Please revise your disclosure to clarify wh ether the re-election of directors occurs
annually and the reasons behind Chairman ’s grant of non-qualified options being
five times greater than the grant to  the other independe nt directors.

Mr. Justin W. Shireman
Insignia Systems, Inc. December 22, 2009 Page 4   Executive Compensation, page 10

 Compensation Discussion & Analysis, page 10

9. Your CD&A provides no analysis of how  the compensation committee made its
decisions regarding compensation paid to executives in 2008.  Your CD&A
should clearly explain how the qualitati ve and quantitative items that the
committee considered translated into obj ective pay determinations.  Please amend
your Form 10-K to enhance your discussi on significantly and to respond to the
specific comments we have below.

Base Salary, page 10

10. In the first paragraph you disclose that  the base salaries for your executive
officers “are intended to be competitive w ith the median base salaries paid by
other corporations similar to the [c ]ompany”.  Since it appears that you
benchmark your executives’ compensation, you r disclosure would need to comply
with Item 402(b)(2)(xiv) of Regulation S-K.  Question 118.05 of Regulation S-K
Compliance and Disclosure Interpretations , which are available on our website at
http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm , provides further
guidance on when a registrant must iden tify the benchmark in the filing.  In
addition, in future filings, please clarify whether you benchmark your
compensation, and if so, please make th e appropriate disclo sures, including,
among other things, identifying the comp anies comprising the peer group of
corporations “similar” to the company.
 11. We note that with the exception of Mr. J ones, the base salaries for the other
executive officers were increased; however,  you provide no analysis of the factors
that the compensation committee considered for purposes of determining the amount of each executive officer’s base salary.  Please see Item 402(a)(v) of
Regulation S-K.    Please revise your disclosure accordingly, and in addition
disclose what type of compensation su rveys the committee reviews and how such
information influences the committee’s decisions.
 Annual Incentives, page 11

12. Your disclosure about how the amount of  incentive compensation is determined is
overly broad and generic.  There is no analysis of how financial performance
targets were determined, what their leve l of achievement was, and whether the
compensation committee’s assessment of individual performance was based upon review of pre-establishe d individual goals or wh ether it was based upon the
committee’s subjective determination.

Mr. Justin W. Shireman
Insignia Systems, Inc. December 22, 2009 Page 5
• Please revise your disclosure to grea tly enhance your analysis of how the
committee determined the incentive compensation amounts, including a
qualitative and quantitative discussion of the financial performance targets,
and each executive’s individual targets.

• Please disclose the actual level of achievement for each performance goal and
how the ultimate level of the award was determined.  Please see Item
402(b)(1)(v) of Regulation S-K.  We note footnote (3) disclosure to the
summary compensation table on page 12.  The reference to achievement of
“certain revenue and gross margin perfor mance targets” is overly broad and
generic.

• Please note that to the extent that  the compensation committee’s decisions
regarding an executive officer’s indi vidual performance were based upon a
subjective evaluation, in accordance with Item 402(b)(2)(vii) of Regulation S-
K, please ensure to disclose each exec utive officer’s personal objectives by
also identifying the specific contribut ions made by each executive and
contextualize those achievements for purposes of demonstrating how they
resulted in specific compensation deci sions.  Although quant itative targets for
subjective or qualitative assessments ma y not be required, you should provide
insight of how qualitative inputs ar e translated into objective pay
determinations.

*    *    *    *

  Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please pr ovide us with a supplemental response letter
that keys your responses to our comment s and provides any requested supplemental
information.  Detailed letters greatly facilitate our review.  Please file your supplemental
response on EDGAR as a correspondence file .  Please understand that we may have
additional comments after reviewin g your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the sta ff to be certain that they have provided all
information investors require.  Since the co mpany and its management are in possession
of all facts relating to a company’s disclosure , they are responsible for the accuracy and
adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in their
filings;

Mr. Justin W. Shireman
Insignia Systems, Inc. December 22, 2009 Page 6
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

If you have any questions regarding these comments, please direct them to Era
Anagnosti, Staff Attorney, at (202) 551-3369, Pa mela Long, Assistant Director, at (202)
551-3765 or, in their absence, to the undersigned at (202) 551-3689.

         S i n c e r e l y ,             John Hartz        Senior Assistant Chief Accountant

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
						January 7, 2005

Mr. Scott F. Drill
President and Chief Executive Officer
Insignia Systems, Inc.
6470 Sycamore Court    North
Maple Grove, MN   55369

Re:	Insignia Systems, Inc.
	Registration Statement on Form S-3 filed on December 23, 2004
	File No.: 333-121587

Dear Mr. Drill:

	This is to advise you that the review of the above
registration
statement has been limited to monitoring the prospectus
disclosures
under "Selling Shareholders" and "Plan of Distribution" and we
have
the following comments.  Where indicated, we think you should
revise
your document in response to these comments.  If you disagree, we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary.  Please be as detailed as necessary
in
your explanation.  In some of our comments, we may ask you to
provide
us with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Selling Shareholders, page 7
1. Please clarify the reason(s) why Bear Stearns Securities Corp.
is
included in the table and the amount of securities being offered
for
resale by them.  Confirm supplementally that they are not
registered
broker dealers or affiliates of broker-dealers.  We may have
further
comments after we review your response.
2. Please confirm supplementally that none of the selling
shareholders listed in the table are registered broker-dealers or
affiliates of broker-dealers.  We remind you that any selling
shareholders listed in the table who are also registered broker-
dealers  are "underwriters" in this offering and should be
identified.

	No further review of the registration statement has been nor
will be made.  All persons who are by statute responsible for the
adequacy and accuracy of the registration statement are urged to
be
certain that all information required pursuant to the Securities
Act
of 1933 has been included.

	You are also reminded to consider applicable requirements
regarding distribution of the preliminary prospectus.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that they
have
provided all information investors require for an informed
decision.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments  on your filing. We will
consider a written request for acceleration of the effective date
of
the registration statement as a confirmation of the fact that
those
requesting acceleration are aware of

their respective responsibilities under the Securities Act of 1933
and the Securities Exchange Act of 1934 as they relate to the
proposed public offering of the securities specified in the above
registration statement.  We will act on the request and, pursuant
to
delegated authority, grant acceleration of the effective date.

	If you have any questions, please call Dorine H. Miller at
(202)
942-1949.

							Sincerely,

							Pamela A. Long
							Assistant Director

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??

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Mr. Scott F. Drill
Insignia Systems, Inc.
January 7, 2005
Page 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Insignia Systems, Inc. Form Correspondence dated January 18, 2005

January 18, 2005

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street Northwest

Washington, D.C. 20549

 Re:

Insignia Systems, Inc. Form S-3

Registration No. 333-121587

Dear Sir or Madam:

        Reference is made to the
above registration statement relating to the proposed offering of 2,490,000 shares of Common Stock of Insignia Systems,
Inc.  The registrant hereby requests that said registration statement become effective at 9:30 a.m. Eastern Time on
Friday, January 21, 2005, or as soon thereafter as possible.

      The Company acknowledges
that:

•

should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and

•

the Company may not assert this action as defense in any
proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Yours very truly,

INSIGNIA SYSTEMS, INC.

/s/   Scott F. Drill

Scott F. Drill

President and Chief Executive Officer