UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
| | [ X ] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year ended December 31, 2007
or
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________ to ___________
| | Commission File No. 0-22920 | |
| | NUMEREX CORP. | | |
| | (Exact Name of Registrant as Specified in its Charter) | | |
Pennsylvania | | 11-2948749 |
| (State or Other Jurisdiction of Incorporation or Organization) | | (IRS Employer Identification No.) |
1600 Parkwood Circle Suite 500 Atlanta, Georgia | | 30339-2119 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant's Telephone Number, Including Area Code: (770) 693-5950 |
| |
Securities registered pursuant to Section 12(b) of the Act:
| | | |
| Class A Common Stock, no par value | | The NASDAQ Stock Market LLC |
| (Title of each class) | | (Name of each exchange on which registered) |
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer þ Non-accelerated filer o Smaller Reporting Company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
The aggregate market value of voting and non-voting common stock held by nonaffiliates of the registrant (9,689,046 shares) based on the closing price of the registrant’s common stock as reported on the NASDAQ National Market on June 30, 2007, was $110,648,905. For purposes of this computation, all officers, directors, and 10% beneficial owners of the registrant are deemed to be affiliates. Such determination should not be deemed to be an admission that such officers, directors, or 10% beneficial owners are, in fact, affiliates of the registrant.
The number of shares outstanding of the registrant’s Class A Common Stock as of March 10, 2008, was 13,525,905 shares.
DOCUMENTS INCORPORATED BY REFERENCE
The registrant filed its definitive proxy statement pursuant to Regulation 14A on April 2, 2008, which included all of the items that were incorporated by reference to Part III of the Form 10-K filed on March 17, 2008.
EXPLANATORY NOTE
This Amendment on Form 10-K/A (“Amendment No. 1”) constitutes Amendment No. 1 to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (the “Form 10-K”), which was originally filed with the Securities and Exchange Commission (the “SEC”) on March 17, 2008. Amendment No. 1 is being filed solely to correct the Section 302 certifications filed as Exhibits 31.1 and 31.2 (the “Original 302 Certifications”) to the Form 10-K. The Original 302 Certifications contained typographical errors and inadvertently omitted certain language that was required to be included. Accordingly, amended and restated certifications are by our principal executive officer and principal financial officer are being filed herewith as exhibits to this Amendment No. 1.
Except for the matter described above, this amendment does not change any previously reported financial results, modify or update disclosures in the Form 10-K, or reflect events occurring after the date of the filing of the Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NUMEREX CORP.
By: /s/ Stratton J. Nicolaides Name: Stratton J. Nicolaides Title: Chairman and Chief Executive Officer
Date: May 8, 2008
