BODSECURITIES 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 10, 2013
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.) |
3330 Cumberland Blvd, SE
Suite 700
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 |
On May 9, 2013, the Board of Directors (the “Board”) of Numerex Corp (the “Company”) increased the size of the Board from eight persons to nine persons and, upon the recommendation of the Nominating and Corporate Governance Committee, appointed Ms. Sherrie G. McAvoy as a new director, effective May 10, 2013. Ms. McAvoy was appointed to fill the vacancy created by the increase in the size of the Board and will serve as director with a term expiring at the Company’s 2013 annual meeting of shareholders. Ms. McAvoy joins the audit committee as a member.
Ms. McAvoy will be eligible to receive the standard director compensation previously established by the Board’s Compensation Committee and provided to other non-employee directors. Additional information regarding such compensatory arrangements may be found under the caption “Director Compensation” in the Company’s definitive proxy statement that will be filed with the Securities and Exchange Commission by May 17, 2013. Other than being eligible to receive such director compensation, Ms. McAvoy did not enter into any material plan, contract, or arrangement in connection with his election as director.
There are no arrangements or understandings with any other person pursuant to which Ms. McAvoy was elected as a director. There are no transactions between Ms. McAvoy and the Company that would require disclosure under Item 404(a) of Regulation S-K.
On May 13, 2013 the Company issued a press release regarding Ms. McAvoy’s appointment. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press Release dated May 13, 2013 |
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 13, 2013 | /s/ Alan B. Catherall | |
| Alan B. Catherall | ||
| Chief Financial Officer | ||
Exhibit Index
| 99.1 | Press Release dated May 13, 2013 |