<PAGE>


     As filed with the Securities and Exchange Commission on April 12, 2000
                                              Registration No. 333-_____________


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           ---------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                             INSIGNIA SOLUTIONS PLC
             (Exact Name of Registrant as Specified in its Charter)
<TABLE>
<CAPTION>
<S>                                                       <C>                                    <C>
     ENGLAND AND WALES                                                 7372                             NOT APPLICABLE
 (State or Other Jurisdiction                              (Primary Standard Industrial           (I.R.S. Employer
  of Incorporation or Organization)                         Classification Code Number)             Identification No.)

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


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

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

                  1995 INCENTIVE STOCK PLAN FOR U.S. EMPLOYEES
                     U.K. EMPLOYEE SHARE OPTION SCHEME 1996
                        1995 EMPLOYEE SHARE PURCHASE PLAN
                            (Full Title of the Plans)

                                STEPHEN M. AMBLER
           SENIOR VICE PRESIDENT, FINANCE AND CHIEF FINANCIAL OFFICER
                             INSIGNIA SOLUTIONS PLC
                              41300 CHRISTY STREET
                            FREMONT, CALIFORNIA 94538
                                 (510) 360-3700
            (Name, Address and Telephone Number of Agent for Service)

                           ---------------------------
                                   COPIES TO:

                              CORINNA M. WONG, ESQ.
                                BAKER & MCKENZIE
                                 660 HANSEN WAY
                           PALO ALTO, CALIFORNIA 94304
                                 (650) 856-2400
                           ---------------------------
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
                                                                PROPOSED MAXIMUM      PROPOSED MAXIMUM
 TITLE OF EACH CLASS OF SECURITIES TO BE     AMOUNT TO BE      OFFERING PRICE PER    AGGREGATE OFFERING       AMOUNT OF
              REGISTERED(1)                  REGISTERED(2)          SHARE(4)              PRICE (3)        REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                       <C>               <C>                    <C>
Ordinary Shares, 0.20 pounds par value       1,125,000 shares          $14.625           $16,453,125.00         $4,343.63
represented by American Depositary
Shares (1)
-----------------------------------------------------------------------------------------------------------------------------

</TABLE>

(1) A separate registration statement on Form F-6 (File No. 33-98228) is
effective with respect to the American Depositary Shares represented by American
Depositary Receipts issuable on a one-for-one basis with the Ordinary Shares
registered hereby upon deposit of such Ordinary Shares.

(2) The shares in the Calculation of Registration Fee Table, and which may be
offered pursuant to this Registration Statement, include, pursuant to Rule 416
of the Securities Act of 1933, as amended, such additional number of shares that
may become issuable as a result of any share split, share dividend or similar
event. In addition, pursuant to Rule 416(c) under the Securities Act, this
Registraton Statement also covers an indeterminate amount of interest to be
offered or sold pursuant to the employee benefit plan described herein.

(3) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rule 457(h) and 457(c) under the Securities
Act, based upon the average of the high and low prices of the ADS on the
Nasdaq National Market on April 10, 2000.

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


<PAGE>



                             INSIGNIA SOLUTIONS PLC
                       REGISTRATION STATEMENT ON FORM S-8
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

         (a)      The Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 1999 filed pursuant to Section 13(a) of the
                  Securities Exchange Act of 1934, as amended (the "Exchange
                  Act"), which Annual Report contains audited financial
                  statements for the year ended December 31, 1999; and

         (b)      The description of the Registrant's Ordinary Shares contained
                  in the Registrant's Registration Statement on Form 8-A filed
                  under Section 12(g) of the Exchange Act, including any
                  amendment or report filed for the purpose of updating such
                  description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference herein and to be a part hereof from the date
of the filing of such documents.

ITEM 4.    DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS AND LIMITATION OF
           LIABILITY.

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

         The Registrant's policy is to enter into indemnity agreements with each
of its directors and executive officers. In addition, Insignia Solutions, Inc.,
a Delaware corporation and a wholly owned subsidiary of the Registrant, enters
into indemnity agreements with each of the Registrant's directors and executive
officers. The indemnity agreements provide that directors and executive officers
will be indemnified and held harmless to the fullest possible extent permitted
by law including against all expenses (including attorneys' fees), judgments,
fines and settlement amounts paid or reasonably incurred by them in any action,
suit or proceeding, including any derivative action by or in the right of the
Registrant, on account of their services as directors, officers, employees or
agents of the Registrant or as directors, officers, employees or agents of any
other company or enterprise when they are serving in such capacities at the
request of the Registrant. Neither the Registrant nor Insignia Solutions, Inc.
will be obligated pursuant to the agreements to indemnify or advance expenses to
an indemnified party with respect to proceedings or claims (i) initiated by the
indemnified party and not by way of defense, except with respect to a proceeding
authorized by the Board of Directors and successful proceedings brought to
enforce a right to indemnification under the indemnity agreements; (ii) for any
amounts paid in settlement of a proceeding unless the Registrant consents to
such settlement; (iii) on account of any suit in which judgment is rendered
against the indemnified party for an accounting of profits made from the
purchase or sale by the indemnified party of securities of the Registrant
pursuant to the provisions of Section 16(b) of the Exchange Act and related
laws; (iv) on account of conduct by an indemnified party that is finally
adjudged to have been in bad faith or conduct that the indemnified party did not
reasonably believe to be in, or not opposed to, the best interests of the
Registrant; (v) on account of any criminal action or proceeding arising out of
conduct that the indemnified party had reasonable cause to believe was unlawful;
or (vi) if a final decision by a court having jurisdiction in the matter shall
determine that such indemnification is not lawful.


                                      II-1
<PAGE>


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

         The indemnification provision in the Articles of Association, and the
indemnity agreements, may be sufficiently broad to permit indemnification of the
Registrant's directors and executive officers for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"). In addition, the
Registrant has director and officer liability insurance.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

         None.

ITEM 8.    EXHIBITS.

         4.01     Registration Rights Agreement, dated as of June 5, 1992, as
                  amended (incorporated herein by reference to Exhibit 4.02 of
                  the Registrant's Registration Statement on Form F-1 (File No.
                  33-98230) declared effective by the Commission on November 13,
                  1995).

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

         4.03     Form of American Depositary Receipt (incorporated herein by
                  reference to Exhibit 4.04 of the 1995 10-K).

         4.04     Registrant's 1995 Incentive Stock Option Plan for U.S.
                  Employees and related documents, as amended.*

         4.05     Registrant's U.K. Employee Share Option Scheme 1996 and
                  related documents, as amended.*

         4.06     Registrant's 1995 Employee Share Purchase Plan, as amended.*

         5.01     Opinion of Macfarlanes.*

         23.01    Consent of Macfarlanes (included in Exhibit 5.01).*

         23.02    Consent of Independent Accountants.*

         24.01    Power of Attorney (included on signature page).*
---------------------------
         * filed herewith

ITEM 9.    UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement:

         (i)      To include any prospectus required by Section 10(a)(3) of the
                  Securities Act;

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

         (iii)    To include any material information with respect to the plan
                  of distribution not previously disclosed in the Registration
                  Statement or any material change to such information in the
                  Registration Statement;


                                      II-2
<PAGE>


         PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

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

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

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions discussed in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                      II-3
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Clara, State of California, on April 12, 2000.

                                       INSIGNIA SOLUTIONS plc


                                       /s/  RICHARD M. NOLING
                                       --------------------------------------
                                       By:  Richard M. Noling
                                       President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Richard M. Noling and Stephen M. Ambler,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement on Form S-8, and to file the same with all
exhibits thereto and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

                           Signature                          Title                              Date
                           ---------                          -----                              ----
<S>                                                  <C>                                       <C>
PRINCIPAL EXECUTIVE OFFICER:


/s/  RICHARD M NOLING                                  President, Chief Executive                April 12, 2000
-----------------------------------------              and Chief Financial Officer
Richard M. Noling

PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER:


/s/  STEPHEN M. AMBLER                                 Senior Vice President, Finance            April 12, 2000
-----------------------------------------              and Chief Financial Officer
Stephen M. Ambler

ADDITIONAL DIRECTORS:


/s/  NICHOLAS, VISCOUNT BEARSTED                       Chairman of the Board of Directors        April 12, 2000
-----------------------------------------
Nicholas, Viscount Bearsted


/s/  ALBERT E. SISTO                                   Director                                  April 12, 2000
-----------------------------------------
Albert E. Sisto


/s/  VINCENT S. PINO                                   Director                                  April 12, 2000
-----------------------------------------
Vincent S. Pino


/s/  DAVID G. FRODSHAM                                 Director                                  April 12, 2000
-----------------------------------------
David G. Frodsham

</TABLE>

                                      II-4
<PAGE>



                                  EXHIBIT INDEX


         4.01     Registration Rights Agreement, dated as of June 5, 1992, as
                  amended (incorporated herein by reference to Exhibit 4.02 of
                  the Registrant's Registration Statement on Form F-1 (File No.
                  33-98230) declared effective by the Commission on November 13,
                  1995).

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

         4.03     Form of American Depositary Receipt (incorporated herein by
                  reference to Exhibit 4.04 of the 1995 10-K).

         4.04     Registrant's 1995 Incentive Stock Option Plan for U.S.
                  Employees and related documents, as amended.*

         4.05     Registrant's U.K. Employee Share Option Scheme 1996 and
                  related documents, as amended.*

         4.06     Registrant's 1995 Employee Share Purchase Plan, as amended.*

         5.01     Opinion of Macfarlanes.*

         23.01    Consent of Macfarlanes (included in Exhibit 5.01).*

         23.02    Consent of Independent Accountants.*

         24.01    Power of Attorney (included on signature page).*

---------------------------
         * filed herewith
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 22299}]
{"company-data": {"conformed-name": "INSIGNIA SOLUTIONS PLC", "cik": "0001002390", "assigned-sic": "7372", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34632", "film-number": "599643"}, "business-address": {"street1": "41300 CHRISTY ST", "city": "FREMONT", "state": "CA", "zip": "94538-3115", "phone": "5103603700"}, "mail-address": {"street1": "41300 CHRISTY ST", "city": "FREMONT", "state": "CA", "zip": "94538-3115"}}
As filed with the Securities and Exchange Commission on April 12, 2000
                                              Registration No. 333-_____________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           ---------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                             INSIGNIA SOLUTIONS PLC
             (Exact Name of Registrant as Specified in its Charter)
ENGLAND AND WALES                                                 7372                             NOT APPLICABLE
 (State or Other Jurisdiction                              (Primary Standard Industrial           (I.R.S. Employer
  of Incorporation or Organization)                         Classification Code Number)             Identification No.)

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

      41300 CHRISTY STREET                                 THE MERCURY CENTRE, WYCOMBE LANE
      FREMONT, CALIFORNIA 94538                            WOOBURN GREEN
      UNITED STATES OF AMERICA                             HIGH WYCOMBE, BUCKS HP10 0HH
      (510) 360-3700                                       UNITED KINGDOM
                                                           (44) 1628-539500
(Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)

                  1995 INCENTIVE STOCK PLAN FOR U.S. EMPLOYEES
                     U.K. EMPLOYEE SHARE OPTION SCHEME 1996
                        1995 EMPLOYEE SHARE PURCHASE PLAN
                            (Full Title of the Plans)

                                STEPHEN M. AMBLER
           SENIOR VICE PRESIDENT, FINANCE AND CHIEF FINANCIAL OFFICER
                             INSIGNIA SOLUTIONS PLC
                              41300 CHRISTY STREET
                            FREMONT, CALIFORNIA 94538
                                 (510) 360-3700
            (Name, Address and Telephone Number of Agent for Service)

                           ---------------------------
                                   COPIES TO:

                              CORINNA M. WONG, ESQ.
                                BAKER & MCKENZIE
                                 660 HANSEN WAY
                           PALO ALTO, CALIFORNIA 94304
                                 (650) 856-2400
                           ---------------------------
                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------
                                                                PROPOSED MAXIMUM      PROPOSED MAXIMUM
 TITLE OF EACH CLASS OF SECURITIES TO BE     AMOUNT TO BE      OFFERING PRICE PER    AGGREGATE OFFERING       AMOUNT OF
              REGISTERED(1)                  REGISTERED(2)          SHARE(4)              PRICE (3)        REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------
Ordinary Shares, 0.20 pounds par value       1,125,000 shares          $14.625           $16,453,125.00         $4,343.63
represented by American Depositary
Shares (1)
-----------------------------------------------------------------------------------------------------------------------------
(1) A separate registration statement on Form F-6 (File No. 33-98228) is
effective with respect to the American Depositary Shares represented by American
Depositary Receipts issuable on a one-for-one basis with the Ordinary Shares
registered hereby upon deposit of such Ordinary Shares.

(2) The shares in the Calculation of Registration Fee Table, and which may be
offered pursuant to this Registration Statement, include, pursuant to Rule 416
of the Securities Act of 1933, as amended, such additional number of shares that
may become issuable as a result of any share split, share dividend or similar
event. In addition, pursuant to Rule 416(c) under the Securities Act, this
Registraton Statement also covers an indeterminate amount of interest to be
offered or sold pursuant to the employee benefit plan described herein.

(3) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rule 457(h) and 457(c) under the Securities
Act, based upon the average of the high and low prices of the ADS on the
Nasdaq National Market on April 10, 2000.

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

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

         (a)      The Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 1999 filed pursuant to Section 13(a) of the
                  Securities Exchange Act of 1934, as amended (the "Exchange
                  Act"), which Annual Report contains audited financial
                  statements for the year ended December 31, 1999; and

         (b)      The description of the Registrant's Ordinary Shares contained
                  in the Registrant's Registration Statement on Form 8-A filed
                  under Section 12(g) of the Exchange Act, including any
                  amendment or report filed for the purpose of updating such
                  description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference herein and to be a part hereof from the date
of the filing of such documents.

ITEM 4.    DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS AND LIMITATION OF
           LIABILITY.

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

         The Registrant's policy is to enter into indemnity agreements with each
of its directors and executive officers. In addition, Insignia Solutions, Inc.,
a Delaware corporation and a wholly owned subsidiary of the Registrant, enters
into indemnity agreements with each of the Registrant's directors and executive
officers. The indemnity agreements provide that directors and executive officers
will be indemnified and held harmless to the fullest possible extent permitted
by law including against all expenses (including attorneys' fees), judgments,
fines and settlement amounts paid or reasonably incurred by them in any action,
suit or proceeding, including any derivative action by or in the right of the
Registrant, on account of their services as directors, officers, employees or
agents of the Registrant or as directors, officers, employees or agents of any
other company or enterprise when they are serving in such capacities at the
request of the Registrant. Neither the Registrant nor Insignia Solutions, Inc.
will be obligated pursuant to the agreements to indemnify or advance expenses to
an indemnified party with respect to proceedings or claims (i) initiated by the
indemnified party and not by way of defense, except with respect to a proceeding
authorized by the Board of Directors and successful proceedings brought to
enforce a right to indemnification under the indemnity agreements; (ii) for any
amounts paid in settlement of a proceeding unless the Registrant consents to
such settlement; (iii) on account of any suit in which judgment is rendered
against the indemnified party for an accounting of profits made from the
purchase or sale by the indemnified party of securities of the Registrant
pursuant to the provisions of Section 16(b) of the Exchange Act and related
laws; (iv) on account of conduct by an indemnified party that is finally
adjudged to have been in bad faith or conduct that the indemnified party did not
reasonably believe to be in, or not opposed to, the best interests of the
Registrant; (v) on account of any criminal action or proceeding arising out of
conduct that the indemnified party had reasonable cause to believe was unlawful;
or (vi) if a final decision by a court having jurisdiction in the matter shall
determine that such indemnification is not lawful.

                                      II-1
The indemnity agreements are not exclusive of any rights a director or
executive officer may have under the Articles of Association, other agreements,
any majority-in-interest vote of the shareholders or vote of disinterested
directors, applicable law or otherwise.

         The indemnification provision in the Articles of Association, and the
indemnity agreements, may be sufficiently broad to permit indemnification of the
Registrant's directors and executive officers for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"). In addition, the
Registrant has director and officer liability insurance.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

         None.

ITEM 8.    EXHIBITS.

         4.01     Registration Rights Agreement, dated as of June 5, 1992, as
                  amended (incorporated herein by reference to Exhibit 4.02 of
                  the Registrant's Registration Statement on Form F-1 (File No.
                  33-98230) declared effective by the Commission on November 13,
                  1995).

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

         4.03     Form of American Depositary Receipt (incorporated herein by
                  reference to Exhibit 4.04 of the 1995 10-K).

         4.04     Registrant's 1995 Incentive Stock Option Plan for U.S.
                  Employees and related documents, as amended.*

         4.05     Registrant's U.K. Employee Share Option Scheme 1996 and
                  related documents, as amended.*

         4.06     Registrant's 1995 Employee Share Purchase Plan, as amended.*

         5.01     Opinion of Macfarlanes.*

         23.01    Consent of Macfarlanes (included in Exhibit 5.01).*

         23.02    Consent of Independent Accountants.*

         24.01    Power of Attorney (included on signature page).*
---------------------------
         * filed herewith

ITEM 9.    UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement:

         (i)      To include any prospectus required by Section 10(a)(3) of the
                  Securities Act;

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

         (iii)    To include any material information with respect to the plan
                  of distribution not previously disclosed in the Registration
                  Statement or any material change to such information in the
                  Registration Statement;

                                      II-2
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

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

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

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions discussed in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-3
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Clara, State of California, on April 12, 2000.

                                       INSIGNIA SOLUTIONS plc

                                       /s/  RICHARD M. NOLING
                                       --------------------------------------
                                       By:  Richard M. Noling
                                       President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Richard M. Noling and Stephen M. Ambler,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement on Form S-8, and to file the same with all
exhibits thereto and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                          Title                              Date
                           ---------                          -----                              ----
PRINCIPAL EXECUTIVE OFFICER:

/s/  RICHARD M NOLING                                  President, Chief Executive                April 12, 2000
-----------------------------------------              and Chief Financial Officer
Richard M. Noling

PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER:

/s/  STEPHEN M. AMBLER                                 Senior Vice President, Finance            April 12, 2000
-----------------------------------------              and Chief Financial Officer
Stephen M. Ambler

ADDITIONAL DIRECTORS:

/s/  NICHOLAS, VISCOUNT BEARSTED                       Chairman of the Board of Directors        April 12, 2000
-----------------------------------------
Nicholas, Viscount Bearsted

/s/  ALBERT E. SISTO                                   Director                                  April 12, 2000
-----------------------------------------
Albert E. Sisto

/s/  VINCENT S. PINO                                   Director                                  April 12, 2000
-----------------------------------------
Vincent S. Pino

/s/  DAVID G. FRODSHAM                                 Director                                  April 12, 2000
-----------------------------------------
David G. Frodsham
II-4
EXHIBIT INDEX

         4.01     Registration Rights Agreement, dated as of June 5, 1992, as
                  amended (incorporated herein by reference to Exhibit 4.02 of
                  the Registrant's Registration Statement on Form F-1 (File No.
                  33-98230) declared effective by the Commission on November 13,
                  1995).

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

         4.03     Form of American Depositary Receipt (incorporated herein by
                  reference to Exhibit 4.04 of the 1995 10-K).

         4.04     Registrant's 1995 Incentive Stock Option Plan for U.S.
                  Employees and related documents, as amended.*

         4.05     Registrant's U.K. Employee Share Option Scheme 1996 and
                  related documents, as amended.*

         4.06     Registrant's 1995 Employee Share Purchase Plan, as amended.*

         5.01     Opinion of Macfarlanes.*

         23.01    Consent of Macfarlanes (included in Exhibit 5.01).*

         23.02    Consent of Independent Accountants.*

         24.01    Power of Attorney (included on signature page).*

---------------------------
         * filed herewith