Remote Dynamics CORRESP Correspondence with SEC

Remote Dynamics (RMTD) Inactive CORRESPCorrespondence with SEC

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June 16, 2005

Mr. Larry Spirgel
Assistant Director
United States Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C. 20549


		RE:		Remote Dynamics, Inc.
				Form 10-K for the fiscal year ended August 31, 2004
				Filed November 18, 2004
				File No. 0-26140

Dear Mr. Spirgel,

We have reviewed your comments with respect to the Form 10-K filed by Remote Dynamics, Inc. for the fiscal year ended August 31, 2004 as provided in your letter dated June 10, 2005. We are attaching a draft copy of the Amendment No. 2 to Form 10-K. Please review the amendment and confirm that we have complied with your request. We will then proceed with the filing of this Form 10-K/A.

Sincerely,

/s/ W. Michael Smith

W. Michael Smith
Executive Vice President, Chief Operating Officer,
Chief Financial Officer and Treasurer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

Amendment No. 2

FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended August 31, 2004 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 Number 0-26140

Remote Dynamics, Inc.

(Exact name of Registrant as specified in its charter)


Delaware		51-0352879
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)


1155 Kas Drive, Suite 100 Richardson, Texas
		75081
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code)(972) 301-2000

Securities Registered Pursuant to Section 12(b) of the Act:None

Securities Registered Pursuant to Section 12(g) of the Act:

Common Stock, $.01 par value

(Title of each Class)

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.

Yesþ Noo.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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 an accelerated filer (as defined in Exchange Act Rule 12b-2).Yeso Noþ

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS;

Indicate by check mark whether the registrant has filed all documents and reports required by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.Yesþ Noo

The aggregate market value of the voting and nonvoting common equity held by non-affiliates of the Registrant as of February 27, 2004 was $1,180,539.*

The number of shares outstanding of Registrant’s Common Stock was 7,325,937 as of June 22, 2005.

*Excludes the Common Stock held by executive officers, directors and by stockholders whose ownership exceeds 5% of the Common Stock outstanding at February 27, 2004.Exclusion of such shares should not be construed to indicate that any such person possesses the power, direct or indirect, to direct or cause the direction of the management or policies of the Registrant or that such person is controlled by or under common control with the Registrant.

Remote Dynamics, Inc.

FORM 10-K/A
Amendment No. 2
For the Fiscal Year Ended August 31, 2004

INDEX


	Page
PART IV.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES		3

Remote Dynamics, Inc., a Delaware Corporation formerly known as Minorplanet Systems USA, Inc. (the “Company” or “Remote Dynamics”) is filing this Amendment No. 2 to its Annual Report for the fiscal year ended August 31, 2004, that was filed with the Securities and Exchange Commission on November 18, 2004 for the sole purpose of removing the disclosures made in Note 19 to the consolidated financial statements regarding the Company’s change in principal independent public accountants. Footnote 19 contained a repetitive disclosure of information that was properly disclosed in Item 9 of Form 10-K for the fiscal year ended August 31, 2004, Form 8-K filed on March 19, 2004, and Item 9 of Form 10-K for the fiscal year ended August 31, 2003.

REMOTE DYNAMICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

19. Note has been omitted.

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.

June 24, 2005


	REMOTE DYNAMICS, INC.
	By:	/s/ Dennis R. Casey
		Dennis R. Casey
		President and Chief Executive Officer (Principal Executive Officer)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K/A for the fiscal year ended August 31, 2004, has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.


Signature	Title	Date
/s/ Dennis R. Casey	Chief Executive Officer and Director	June 24, 2005

Dennis R. Casey	(Principal Executive Officer)

/s/ W. Michael Smith	Executive Vice President, Chief	June 24, 2005

W. Michael Smith	Operating Officer, Chief Financial Officer, and Treasurer (Principal Financial and Accounting Officer)

/s/ Gregg Pritchard		June 24, 2005

Gregg Pritchard	Director

/s/ Gerry C. Quinn		June 24, 2005

Gerry C. Quinn	Director

/s/ Thomas Honeycutt		June 24, 2005

Thomas Honeycutt	Director

/s/ Stephen CuUnjieng		June 24, 2005

Stephen CuUnjieng	Director

/s/ Matthew Petzold		June 24, 2005

Matthew Petzold	Director

INDEX TO EXHIBITS


EXHIBIT
NUMBER			TITLE
	2.1	-	Stock Purchase and Exchange Agreement by and between the Company, Minorplanet Systems PLC and Mackay Shields LLC, dated February 14, 2001 (14)

	2.2	-	Asset Purchase Agreement by and between the Company and Aether Systems, Inc. dated March 15, 2002 (15)

	2.3	-	Findings and Fact, Conclusions of Law and Order Confirming Company’s Third Amended Joint Plan of Reorganization and Approving Settlement of Company’s Amended Motion for Valuation (22)

	2.4	-	Securities Purchase Agreement by and between the Company and SDS Capital Group SPC, Ltd. dated October 1, 2004 (24)

	2.5	-	Registration Rights Agreement by and between the Company and SDS Capital Group SPC, Ltd. dated October 1, 2004 (24)

	2.6	-	Certificate of Designation, Preferences and Rights, Series A Convertible Preferred Stock of Remote Dynamics, Inc. filed with Secretary of State of Delaware on October 1, 2004 (24)

	2.7	-	Stock Purchase Warrant issued to SDS Capital Group SPC, Ltd. on October 1, 2004 for purchase of 1,000,000 shares of common stock (24)

	2.8	-	Stock Purchase Warrant issued to SDS Capital Group SPC, Ltd. on October 1, 2004 for purchase of 625,000 shares of common stock (24)

	2.9	-	Securities Purchase Agreement by and between the Company and SDS Capital Group SPC, Ltd. dated May 31, 2005 (27)

	3.1	-	Amended and Restated Certificate of Incorporation of the Company (23)

	3.2	-	Third Amended and Restated By-Laws of the Company (26)

	4.1	-	Specimen of certificate representing Common Stock, $.01 par value, of the Company (1)

	10.1	-	Exclusive License and Distribution Agreement by and between Minorplanet Limited, (an @Track subsidiary) and Mislex (302) Limited, dated June 21, 2001 (13)

	10.2	-	Product Development Agreement, dated December 21, 1995, between HighwayMaster Corporation and IEX Corporation (2)(3)

	10.3	-	Lease Agreement, dated March 20, 1998, between HighwayMaster Corporation and Cardinal Collins Tech Center, Inc. (4)

	10.4	-	Agreement No. 980427 between Southwestern Bell Telephone Company, Pacific Bell, Nevada Bell, Southern New England Telephone and HighwayMaster Corporation executed on January 13, 1999 (6)(7)

	10.5	-	Administrative Carrier Agreement entered into between HighwayMaster Corporation and Southwestern Bell Mobile Systems, Inc. on March 30, 1999 (6)(7)

	10.6	-	Addendum to Agreement entered into between HighwayMaster Corporation and International Telecommunications Data Systems, Inc. on February 4, 1999 (6)(7)

	10.7	-	Second Addendum to Agreement entered into between HighwayMaster Corporation and International Telecommunications Data Systems, Inc. on February 4, 1999 (6)(7)

	10.8	-	Fleet-on-Track Services Agreement entered into between GTE Telecommunications Services Incorporated and HighwayMaster Corporation on May 3, 1999 (8)(9)

	10.9	-	Limited Liability Company Agreement of HighwayMaster of Canada, LLC executed March 3, 2000 (10)

	10.10	-	Monitoring Services Agreement dated May 25, 2000, by and between the Company and Criticom International Corporation (11) (12)

	10.11	-	Agreement No. 980427-03, dated January 31, 2002 between SBC Ameritech,


EXHIBIT
NUMBER			TITLE
			SBC Pacific Bell, SBC Southern New England Telephone, SBC Southwestern Bell Telephone, L.P. and the Company (16) (17)

	10.12	-	Addendum dated September 26, 2002 to Exclusive Licence and Distribution Agreement (18)

	10.13	-	Irrevocable Waiver and Consent to Amendment to Bylaws of certain rights executed by Minorplanet Systems PLC, dated October 6, 2003 (19)

	10.14	-	Variation Agreement to Exclusive License and Distribution Agreement by and between Minorplanet Limited, as Licensor, and Minorplanet Systems USA, Limited, as Licensee, dated October 6, 2003 (19)

	10.15		Amendment No. 3 to Agreement No. 980427-03 by and between Minorplanet Systems USA, Inc. and SBC Services, Inc. dated January 21, 2004 (21)

	10.16	-	Amendment No. 5 to Agreement No. 980427-03 by and between Remote Dynamics, Inc. and SBC Services, Inc. dated October 8, 2004 (25)

	10.17	-	Third Amendment to Lease Agreement between the Company and Cardinal Collins Tech Center, Inc. dated July 1, 2004 (26)

	10.18	-	Employment Agreement between the Company and Dennis R. Casey dated July 2, 2004 (26)

	10.19	-	Employment Agreement between the Company and W. Michael Smith dated July 2, 2004 (26)

	10.20	-	Employment Agreement between the Company and J. Raymond Bilbao dated July 2, 2004 (26)

	10.21	-	Employment Agreement between the Company and Joseph W. Pollard dated July 26, 2004 (26)

	10.22	-	Restricted Stock Agreement between the Company and Dennis R. Casey dated July 2, 2004 (26)

	10.23	-	Restricted Stock Agreement between the Company and W. Michael Smith dated July 2, 2004 (26)

	10.24	-	Restricted Stock Agreement between the Company and J. Raymond Bilbao dated July 2, 2004 (26)

	10.25	-	Restricted Stock Agreement between the Company and Joseph W. Pollard dated July 26, 2004 (26)

	10.26	-	Employment Agreement between the Company and David Bagley dated September 17, 2004 (26)

	10.27	-	Restricted Stock Agreement between the Company and David Bagley dated September 17, 2004 (26)

	10.28	-	2004 Restated Management Incentive Plan (26)

	10.29	-	Secured Promissory Note issued by the Company to SDS Capital Group SPC, Ltd. dated May 31, 2005 (27)

	10.30	-	Security Agreement by and between the Company and SDS Capital Group SPC, Ltd. dated May 31, 2005 (27)

	11.0	-	Statement Regarding Computation of Per Share Earnings (26)

	14.1	-	Code of Ethics for Senior Financial Officers approved by the Board of Directors of the Company on November 7, 2003 (20)

	16.1	-	Letter from Arthur Andersen to the SEC (Omitted pursuant to Item 304T of Regulation S-K)

	31.1	-	Certification Pursuant to Section 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by Dennis R. Casey, President and Chief Executive Officer (Principal Executive Officer) (28)

	31.2	-	Certification Pursuant to Section 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by W. Michael Smith, Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) (28)

	32.1	-	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Dennis R. Casey, President and Chief Executive Officer (Principal Executive Officer) (28)

	32.2	-	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by W. Michael Smith, Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer

1.		Filed in connection with the Company’s Registration Statement on Form S-1, as amended (No. 33-91486), effective June 22, 1995.

2.		Filed in connection with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1995.

3.		Certain confidential portions deleted pursuant to Application for Confidential Treatment filed in connection with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1995.

4.		Filed in connection with the Company’s Form 10-Q Quarterly Report for the quarterly period ended September 30, 1998.

5.		Filed in connection with the Company’s Form 10-K fiscal year ended December 31, 1998.

6.		Filed in connection with the Company’s Form 10-Q Quarterly Report for the quarterly period ended March 31, 1999.

7.		Certain confidential portions deleted pursuant to Order Granting Application for Confidential Treatment issued June 22, 1999 in connection with the Company’s Form 10 –Q Quarterly Report for the quarterly period ended March 31, 1999.

8.		Filed in connection with the Company’s Form 10-Q Quarterly Report for the quarterly period ended June 30, 1999.

9.		Certain confidential portions deleted pursuant to letter granting application for confidential treatment issued October 10, 1999 in connection with the Company’s Form 10-Q Quarterly Report for the quarterly period ended June 30, 1999.

10.		Filed in connection with the Company’s Form 10-Q Quarterly Report for the quarterly period ended March 31, 2000.

11.		Certain confidential portions deleted pursuant to Order Granting Application for Confidential Treatment issued December 5, 2000 in connection with the Company’s Form 10 –Q Quarterly Report for the quarterly period ended June 30, 2000.

12.		Filed in connection with the Company’s Form 10-Q Quarterly Report for the quarterly period ended June 30, 2000.

13.		Filed in connection with Company’s Current Report on Form 8-K filed with SEC on June 29, 2001.

14.		Filed as Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on May 11, 2001.

15.		Filed in connection with the Company’s Current Report on Form 8-K filed with the SEC on March 27, 2002. Certain confidential portions deleted pursuant to Order Granting Application for Confidential Treatment issued in connection with the Company’s Current Report on Form 8-K filed with the SEC on March 27, 2002.

16.		Filed in connection with the Company’s Form 10-Q Quarterly Report for the quarterly period ended March 31, 2002.

17.		Certain confidential portions deleted pursuant to Order Granting Application for Confidential Treatment issued in connection with the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2002.

18.		Filed in connection with the Company’s Form 10-Q Quarterly Report for the quarterly period ended November 30, 2002.

19.		Filed in connection with the Company’s Current Report on Form 8-K filed with the SEC on August 27, 2003.

20.		Filed in connection with Company’s Form 10-K Annual Report for the year ended August 31, 2003.

21.		Filed in connection with the Company’s Form 10-Q Quarterly Report for the quarterly period ended February 29, 2004.

22.		Filed in connection with Company’s Current Report on Form 8-K with SEC on June 23, 2004.

23.		Filed in connection with the Company’s Form 10-Q Quarterly Report for the quarterly period ended May 31, 2004.

24.		Filed in connection with the Company’s Current Report on Form 8-K with SEC on October 4, 2004.

25.		Filed in connection with the Company’s Current Report on Form 8-K with SEC on October 13, 2004

26.		Filed in connection with Company’s Form 10-K Annual Report for the year ended August 31, 2004.

27.		Filed in connection with the Company’s Current Report on Form 8-K with SEC on June 6, 2005.

28.		Filed herewith.

Exhibit 31.1

CERTIFICATIONS

I, Dennis R. Casey, certify that:

	1.		I have reviewed this Annual Report on Form 10-K/A of Remote Dynamics, Inc.;

	2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

	4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 24, 2005



	/s/ Dennis R. Casey
	Dennis R. Casey, President and Chief Executive
	Officer (Principal Executive Officer)

Exhibit 31.2

CERTIFICATIONS

I, W. Michael Smith, certify that:

	1.		I have reviewed this Annual Report on Form 10-K/A of Remote Dynamics, Inc.;

	2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

	4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 24, 2005



	/s/ W. Michael Smith
	W. Michael Smith, Executive Vice President, Chief Operating Officer, Chief Financial Officer, and Treasurer (Principal Financial and Accounting Officer)

Exhibit 32.1

REMOTE DYNAMICS, INC. AND SUBSIDIARIES

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Remote Dynamics, Inc. (the “Company”), on Form 10-K/A for the period ended August 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dennis R. Casey, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

	(1)		The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)		The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.


/s/ Dennis R. Casey

Dennis R. Casey
President and Chief Executive Officer (Principal Executive Officer)
June 24, 2005

Exhibit 32.2

REMOTE DYNAMICS, INC. AND SUBSIDIARIES

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Remote Dynamics, Inc. (the “Company”), on Form 10-K/A for the period ended August 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, W. Michael Smith, Executive Vice President, Chief Operating Officer, Chief Financial Officer, and Treasurer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

	(1)		The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)		The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.


/s/ W. Michael Smith

W. Michael Smith
Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
June 24, 2005

(Principal Financial and Accounting Officer) (28)

Amended and Restated Audit Committee Charter approved by Audit Committee of the Board of Directors of the Company on November 18, 2003 (20)