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<SEC-DOCUMENT>0001132072-09-000098.txt : 20090302
<SEC-HEADER>0001132072-09-000098.hdr.sgml : 20090302
<ACCEPTANCE-DATETIME>20090302163756
ACCESSION NUMBER:		0001132072-09-000098
CONFORMED SUBMISSION TYPE:	SC 13G
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20090302
DATE AS OF CHANGE:		20090302
GROUP MEMBERS:		PAUL J. SOLIT
GROUP MEMBERS:		POTOMAC CAPITAL MANAGEMENT INC.
GROUP MEMBERS:		POTOMAC CAPITAL MANAGEMENT LLC

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			INSIGNIA SYSTEMS INC/MN
		CENTRAL INDEX KEY:			0000875355
		STANDARD INDUSTRIAL CLASSIFICATION:	MISCELLANEOUS MANUFACTURING INDUSTRIES [3990]
		IRS NUMBER:				411656308
		STATE OF INCORPORATION:			MN
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-43578
		FILM NUMBER:		09647915

	BUSINESS ADDRESS:	
		STREET 1:		8799 BROOKLYN BLVD.
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55445
		BUSINESS PHONE:		7633926200

	MAIL ADDRESS:	
		STREET 1:		8799 BROOKLYN BLVD.
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55445

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			POTOMAC CAPITAL MANAGEMENT LLC
		CENTRAL INDEX KEY:			0001233369
		IRS NUMBER:				133984298
		STATE OF INCORPORATION:			DE

	FILING VALUES:
		FORM TYPE:		SC 13G

	BUSINESS ADDRESS:	
		STREET 1:		825 THIRD AVENUE
		STREET 2:		33RD FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022
		BUSINESS PHONE:		2125215115

	MAIL ADDRESS:	
		STREET 1:		825 THIRD AVENUE
		STREET 2:		33RD FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G
<SEQUENCE>1
<FILENAME>s11-9043i_sc13g.txt
<DESCRIPTION>SCHEDULE 13G
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                                 (Rule 13d-102)

             Information Statement Pursuant to Rules 13d-1 and 13d-2
                    Under the Securities Exchange Act of 1934

                             Insignia Systems, Inc.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                    45765Y105
                                 (CUSIP Number)

                                February 27,2009
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

  [     ]   Rule 13d-1(b)
  [  X  ]   Rule 13d-1(c)
  [     ]   Rule 13d-1(d)

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

<PAGE>


                               CUSIP No. 45765Y105

 1.  Names of Reporting Persons. I.R.S. Identification Nos. of above
     persons (entities only)

     Potomac Capital Management LLC
     13-3984298

 2.  Check the Appropriate Box if a Member of a Group (See Instructions)
     (a)   [   ]
     (b)   [   ]

 3.  SEC Use Only

 4.  Citizenship or Place of Organization
     New York

Number of         5. Sole Voting Power
Shares               123,235 shares of Common Stock.
Beneficially
Owned by          6. Shared Voting Power
Each                 0
Reporting
Person With       7. Sole Dispositive Power
                     123,235

                  8. Shared Dispositive Power
                     0

  9. Aggregate Amount Beneficially Owned by Each Reporting Person
     123,235 shares of Common Stock

 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
     (See Instructions) [ ]

 11. Percent of Class Represented by Amount in Row (9)
     .80%(1)

 12. Type of Reporting Person (See Instructions)
     HC; OO (Limited Liability Corporation)

- ------------------------
(1) Based on 15,369,464 shares of the issuer's common stock outstanding as of
    November 14, 2008.

<PAGE>

                               CUSIP No. 45765Y105

 1.  Names of Reporting Persons. I.R.S. Identification Nos. of above
     persons (entities only)

     Potomac Capital Management Inc.
     13-3984786

 2.  Check the Appropriate Box if a Member of a Group (See Instructions)
     (a)   [   ]
     (b)   [   ]

 3.  SEC Use Only

 4.  Citizenship or Place of Organization
     Delaware

Number of         5. Sole Voting Power
Shares               450,360 shares of Common Stock.
Beneficially
Owned by          6. Shared Voting Power
Each                 0
Reporting
Person With       7. Sole Dispositive Power
                     450,360 shares of Common Stock.

                  8. Shared Dispositive Power
                     0

 9.  Aggregate Amount Beneficially Owned by Each Reporting Person 450,360
     shares of Common Stock.

10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares
     (See Instructions) [ ]

11.  Percent of Class Represented by Amount in Row (9)
     2.9%(2)

12.  Type of Reporting Person (See Instructions)
     HC; CO

- ------------------------
(2)  Based on 15,369,464 shares of the issuer's common stock outstanding as
     of November 14, 2008

<PAGE>

                               CUSIP No. 45765Y105

 1.  Names of Reporting Persons. I.R.S. Identification Nos. of above
     persons (entities only)

     Paul J. Solit

 2.  Check the Appropriate Box if a Member of a Group (See Instructions)
     (a)   [   ]
     (b)   [   ]

 3.  SEC Use Only

 4.  Citizenship or Place of Organization
     U.S.

Number of         5. Sole Voting Power
Shares               6,500 shares of Common Stock
Beneficially
Owned by          6. Shared Voting Power
Each                 573,595 shares of Common Stock
Reporting
Person With       7. Sole Dispositive Power
                     6,500 shares of Common Stock

                  8. Shared Dispositive Power
                     573,595 shares of Common Stock

9.   Aggregate Amount Beneficially Owned by Each Reporting Person
     580,095 shares of Common Stock

10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares
     (See Instructions) [ ]

11.  Percent of Class Represented by Amount in Row (9)
     3.77%(3)

12.  Type of Reporting Person (See Instructions)
     IN; HC

- ------------------------
(3)     Based on 15,369,464 shares of the issuer's common stock outstanding as
        of November 14, 2008.

<PAGE>

Item 1.
     (a)  Name of Issuer
          Insignia Systems, Inc.

     (b)  Address of Issuer's Principal Executive Offices
          6470 Sycamore Court North
          Maple Grove, MN 55367

Item 2.
     (a)  Name of Person Filing
          (i)   Potomac Capital Management LLC;
          (ii)  Potomac Capital Management Inc.; and
          (iii) Paul J. Solit

     (b)  Address of Principal Business Office or, if none, Residence
          (i), (ii), and (iii)
          825 Third Avenue,
          33rd Floor
          New York, New York 10022

     (c)  Citizenship
          (i)   New York
          (ii)  Delaware
          (iii) U.S.

     (d)  Title of Class of Securities
          Common Stock, par value $0.01 per share

     (e)  CUSIP Number
          45765Y105

Item 3.   Not Applicable

Item 4.   Ownership

Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.

Potomac Capital Management LLC

     (a)  Amount beneficially owned:
          123,235 shares of Common Stock.
     (b)  Percent of class:
          .80%
     (c)  Number of shares as to which the person has:
         (i)   Sole power to vote or to direct the vote
               123,235 shares of common stock
         (ii)  Shared power to vote or to direct the vote
               0
         (iii) Sole power to dispose or to direct the disposition of
               123,235 shares of common stock
         (iv)  Shared power to dispose or to direct the disposition of
               0

<PAGE>

Potomac Capital Management Inc.

     (a)  Amount beneficially owned:
          450,360 shares of Common Stock.
     (b)  Percent of class:
          2.9%
     (c)  Number of shares as to which the person has:
         (i)   Sole power to vote or to direct the vote
               450,360 shares of Common Stock.
         (ii)  Shared power to vote or to direct the vote
               0
         (iii) Sole power to dispose or to direct the disposition of
               450,360 shares of Common Stock.
         (iv)  Shared power to dispose or to direct the disposition of
               0

Paul J. Solit

     (a)  Amount beneficially owned:
          580,095 shares of Common Stock.
     (b)  Percent of class:
          3.77%
     (c)  Number of shares as to which the person has:
         (i)   Sole power to vote or to direct the vote
               6,500 shares of Common Stock.
         (ii)  Shared power to vote or to direct the vote
               573,595 shares of Common Stock.
         (iii) Sole power to dispose or to direct the disposition of
               6,500 shares of Common Stock.
         (iv)  Shared power to dispose or to direct the disposition of
               573,595 shares of Common Stock.

Item 5.      Ownership of Five Percent or Less of a Class
If this Statement is being filed to report the fact that as of the date hereof
the Reporting Persons have ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ x ]

Item 6.   Ownership of More than Five Percent on Behalf of Another Person
          Not Applicable.

Item 7.   Identification and Classification of the Subsidiary Which Acquired
          the Security Being Reported on By the Parent Holding Company or
          Control Person
          See Exhibit A attached hereto.

Item 8.   Identification and Classification of Members of the Group
          Not Applicable.

Item 9.   Notice of Dissolution of Group
          Not Applicable.

<PAGE>

Item 10.  Certification

     By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.

                                    Signature

     After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.

Dated this 27th day of February, 2009

                                         POTOMAC CAPITAL MANAGEMENT LLC
                                         By:   /s/ Paul J. Solit
                                               ------------------------------
                                               Paul J. Solit, Managing Member

                                         POTOMAC CAPITAL MANAGEMENT INC.
                                         By:   /s/ Paul J. Solit
                                               ------------------------------
                                               Paul J. Solit, President

                                         PAUL J. SOLIT
                                         By:   /s/ Paul J. Solit
                                               ------------------------------
                                               Paul J. Solit

<PAGE>

EXHIBIT INDEX

The following exhibits are filed with this report on Schedule 13G:

Exhibit A     Identification of entities which acquired the shares which are
              the subject of this report on Schedule 13G.

Exhibit B     Joint Filing Agreement dated February 27 2009 among Potomac
              Capital Management LLC, Potomac Capital Management, Inc. and
              Paul J. Solit.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>s11-9043i_exa.txt
<DESCRIPTION>EXHIBIT A
<TEXT>

Exhibit A

Identification of entities which acquired the shares which are the subject of
this report on Schedule 13G.

(1)      Potomac Capital Partners LP, a private investment partnership formed
         under the laws of State of Delaware. Potomac Capital Management LLC is
         the General Partner of Potomac Capital Partners LP. Mr. Paul J. Solit
         is the Managing Member of Potomac Capital Management LLC.

(2)      Potomac Capital International Ltd., an international business company
         formed under the laws of the British Virgin Islands. Potomac Capital
         Management Inc. is the Investment Manager of Potomac Capital
         International Ltd. Paul J. Solit is the President and sole owner of
         Potomac Capital Management Inc., and a Director of Potomac Capital
         International Ltd.

(3)      Pleiades Investment Partners-R, LP, a private investment partnership
         formed under the laws of the State of Delaware. Potomac Capital
         Management Inc. is the Investment Manager of a managed account of
         Pleiades Investment Partners, LP. Paul J. Solit is the President and
         sole owner of Potomac Capital Management Inc.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>s11-9043i_exb.txt
<DESCRIPTION>EXHIBIT B
<TEXT>

Exhibit B

                             JOINT FILING AGREEMENT

     This Agreement is filed as an exhibit to Schedule 13G being filed by
Potomac Capital Management LLC, Potomac Capital Management Inc., and Paul J.
Solit in compliance with Rule 13d-1(k) of the Securities and Exchange
Commission, which requires an agreement in writing indicating that the Schedule
13G to which this Agreement is attached is filed on behalf of the below-named
entities, that they are each responsible for the timely filing of the Schedule
13G and any amendments thereto and for the completeness and accuracy of the
information concerning such persons contained therein.

     This Agreement may be executed in separate counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the same
instrument.

Dated: February 27, 2009

                                         POTOMAC CAPITAL MANAGEMENT LLC
                                         By:   /s/ Paul J. Solit
                                               ------------------------------
                                               Paul J. Solit, Managing Member

                                         POTOMAC CAPITAL MANAGEMENT INC.
                                         By:   /s/ Paul J. Solit
                                               ------------------------------
                                               Paul J. Solit, President

                                         PAUL J. SOLIT
                                         By:   /s/ Paul J. Solit
                                               ------------------------------
                                               Paul J. Solit
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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