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): October 31, 2005
IMAGE SENSING SYSTEMS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Minnesota
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(State or Other Jurisdiction of Incorporation)
0-26056 41-1519168
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(Commission File Number) (IRS Employer Identification No.)
500 Spruce Tree Centre, 1600 University Avenue West, St. Paul, Minnesota 55104
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(Address of Principal Executive Offices, Including Zip Code)
(651) 603-7700
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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))
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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
The following information is being "furnished" in accordance with Item 2.02
of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that section, nor shall it be deemed to be
incorporated by reference in any filing under the Securities Act of 1933, as
amended (the "Securities Act") or the Exchange Act, except as expressly set
forth by specific reference in such filing:
On October 31, 2005, Image Sensing Systems, Inc. (the "Company"), issued a
press release to report the Company's results of operations and financial
condition for the completed fiscal quarter ended September 30, 2005. The
press release is furnished as Exhibit 99.1 hereto and is incorporated
herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) The following exhibit is being "furnished" in accordance with Item 2.02
of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the
Exchange Act, or otherwise subject to the liabilities of that section, nor shall
it be deemed to be incorporated by reference in any filing under the Securities
Act or the Exchange Act, except as expressly set forth by specific reference in
such filing:
99.1 Press Release, dated October 31, 2005, of Image Sensing Systems, Inc.
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.
IMAGE SENSING SYSTEMS, INC.
By: /s/ James Murdakes
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James Murdakes
Chief Executive Officer
Dated: October 31, 2005.
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release, dated October 31, 2005, of Image Sensing
Systems, Inc.