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): May 21, 2010
NUMEREX CORP.
(Exact Name of Issuer as Specified in Charter)
| Pennsylvania | 0-22920 | 11-2948749 |
| --------------- | --------------- | ------------- |
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer |
| of incorporation) | | Identification No.) |
1600 Parkwood Circle
Suite 500
Atlanta, Georgia
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(Address of principal executive offices)
30339
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(Zip code)
(770) 693-5950
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(Registrant's telephone number, including area code)
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:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Grants of Stock Appreciation Right Awards
On May 21, 2010, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Numerex Corp. (the “Company”) approved the grant of stock appreciation rights (“SARs”) to certain executive officers of the Company, pursuant to the terms and conditions of a Stock Appreciation Right Agreement, the form of which is attached as Exhibit 10.1 to this Current Report on Form 8-K. The SAR is a contractual right to receive any appreciation in the share price of the Company’s common stock in excess of the exercise price on the date of grant, with the difference, if any, settled in shares of the Company’s common stock.
The SAR awards vest four years after the date of grant, or on May 21, 2014, and expire on May 21, 2020. The exercise price of the SARs is $4.51, which was the closing price of the Company’s stock on the date of grant. The SARs were granted under the Company’s 2006 Long-Term Incentive Plan (as amended, the “Plan”). The Company’s shareholders approved certain amendments to the Plan, including amendments to permit the issuance of SARs, at the Annual Meeting (as further described below in Item 5.07 of this Current Report on 8-K).
The Committee granted the following awards to the Company’s named executive officers:
| Name | | No. of SARs |
| Stratton Nicolaides, President and Chief Executive Officer | | 55,932 |
| Alan Catherall, Chief Financial Officer | | 43,220 |
| Michael Marett, Chief Operating Officer | | 42,373 |
| Louis Feinberg, Executive Vice-President | | 33,898 |
The foregoing summary of the terms of the SAR awards does not purport to be complete and is qualified in its entirety by reference to the complete text of the form of Stock Appreciation Right Agreement, which is filed as Exhibit 10.1 to this Current Form 8-K and is incorporated herein by reference. The Plan is also described in detail in, and attached as an exhibit to, the Company's proxy statement filed with the Securities and Exchange Commission on April 6, 2010.
Organizational Realignment
Effective May 21, 2010, Michael Lang, Executive Vice-President, transitioned to a new role at the Company and, as a result, is no longer an executive officer of the Company.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 21, 2010, the Company held its 2010 annual meeting of shareholders in Atlanta, Georgia (the “Annual Meeting”). The following is a brief description of the matters voted on at the meeting, which are more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 6, 2010, and a statement of the number of votes cast for, withheld and against and the number of abstentions and broker non-votes.
1. The following nominees were each elected to serve on the Company’s board of directors by the votes indicated below:
| | For | | Withheld | | Broker Non-Votes |
| Brian C. Beazer | | 6,093,066 | | 82,411 | | 6,102,405 |
| George Benson | | 6,097,528 | | 77,949 | | 6,102,405 |
| E. James Constantine | | 6,100,928 | | 74,549 | | 6,102,405 |
| Stratton J. Nicolaides | | 6,139,493 | | 35,984 | | 6,102,405 |
| John G. Raos | | 6,100,728 | | 74,749 | | 6,102,405 |
| Andrew J. Ryan | | 6,117,830 | | 57,647 | | 6,102,405 |
2. The proposal to ratify the selection and appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the current fiscal year was approved and received the following votes:
| | | No. of Votes |
| For | | 12,252,376 |
| Against | | 19,112 |
| Abstain | | 6,394 |
3. The proposal to approve certain amendments to the Company’s 2006 Long-Term Incentive Plan was approved and received the following votes:
| | | No of Votes |
| For | | 5,920,468 |
| Against | | 252,158 |
| Abstain | | 2,851 |
| Broker Not Voted | | 6,102,405 |
No other matters were submitted for shareholder action at the Annual Meeting.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| | Exhibit No. | | Description |
| | 10.1 | | Form of Stock Appreciation Right Agreement |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NUMEREX CORP.
Date: May 27, 2010 /s/ Alan B. Catherall
Alan B. Catherall
Chief Financial Officer
Exhibit Index
| Exhibit No. | | Description |
| 10.1 | | Form of Stock Appreciation Right Agreement |
