UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
August 24, 2007
RAE Systems Inc.
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | | 001-31783 | | 77-0280662 |
| (State or other jurisdiction | | (Commission File No.) | | (I.R.S. Employer |
| of incorporation) | | | | Identification No.) |
3775 North First Street
San Jose, California 95134
408-952-8200
(Address and telephone number of registrant’s principal executive offices)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 2.05 Costs Associated with Exit or Disposal Activities.
On August 24, 2007, the Board of Directors of RAE Systems Inc. (the “Company”) approved the discontinuation of the Company’s mobile digital video recording (DVR) business and a reduction in force in order to reduce expenses and concentrate resources on the Company’s sensing and safety markets. The restructuring is expected to be completed by the end of the quarter ending September 30, 2007.
The Company expects to record in the quarter ending September 30, 2007 an estimated four to five million dollar charge primarily associated with impairment of goodwill and other intangible assets which includes the write-down of certain fixed assets and approximately $200,000 in severance-related expenses. Substantially all of the charges are non-cash items with the exception of the severance-related charges.
The press release issued on August 29, 2007 is attached as Exhibit 99.1 hereto.
Item 2.06. Material Impairments.
The information set forth under Item 2.05 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
| | |
| (d) | | Exhibits. The following exhibit is filed herewith: |
| | | |
| Exhibit No. | | Description |
| 99.1 | | Press release dated August 29, 2007. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 29, 2007
| | | | | |
| | RAE SYSTEMS INC.
| |
| | By: | /s/ Randall Gausman | |
| | Name: | Randall Gausman | | |
| | Title: | Vice President and Chief Financial Officer | | |
| |
EXHIBIT INDEX
| | | |
| Exhibit No. | | Description |
| 99.1 | | Press release dated August 29, 2007. |
