Registration No. 333-87973
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 20, 2001
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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I.D. SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 22-3270799
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE UNIVERSITY PLAZA, 6TH FLOOR
HACKENSACK, NJ 07601
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(Address of Principal Executive Offices) (Zip Code)
1995 NON QUALIFIED STOCK OPTION PLAN
and
1999 STOCK OPTION PLAN, AS AMENDED
and
1999 DIRECTOR OPTION PLAN
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(Full title of the plans)
JEFFREY M. JAGID
CHIEF EXECUTIVE OFFICER
I.D. SYSTEMS, INC.
ONE UNIVERSITY PLAZA, 6TH FLOOR
HACKENSACK, NJ
(201) 670-9000
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(Name, address and telephone number, including area code, of agent for service)
WITH A COPY TO:
HENRY I. ROTHMAN, ESQ.
JENKENS & GILCHRIST PARKER CHAPIN LLP
THE CHRYSLER BUILDING
405 LEXINGTON AVENUE
NEW YORK, NEW YORK 10174
(212) 704-6000
CALCULATION OF REGISTRATION FEE
========================= =================== ========================= ======================== ===================
Title of Securities to Amount to Be Proposed Maximum Proposed Maximum Amount of
Be Registered Registered Offering Price per Share Aggregate Offering Registration Fee
Price
- ------------------------- ------------------- ------------------------- ------------------------ -------------------
Common Stock, par value 337,500(1) shares $0.80 $270,000.00 $75.06(2)
$.01 per share
- ------------------------- ------------------- ------------------------- ------------------------ -------------------
- ------------------------- ------------------- ------------------------- ------------------------ -------------------
Common Stock, par value 906,250(1) shares $1.20 $1,087,500.00 $302.33(2)
$.01 per share
- ------------------------- ------------------- ------------------------- ------------------------ -------------------
Common Stock, par value 6,250(1) shares $5.938 $37,112.50 $10.32(2)
$.01 per share
- ------------------------- ------------------- ------------------------- ------------------------ -------------------
Common Stock, par value 65,000(1) shares $7.67 $498,550 $138.60(2)
$.01 per share
- ------------------------- ------------------- ------------------------- ------------------------ -------------------
Common Stock, par value 747,500(1) shares $5.938 $4,438,655 $1,233.95(2)
$.01 per share
- ------------------------- ------------------- ------------------------- ------------------------ -------------------
Common Stock, par value 30,000(1) shares $7.375 $221,250 $61.51(2)
$.01 per share
- ------------------------- ------------------- ------------------------- ------------------------ -------------------
Common Stock, par value 270,000(1) shares $5.938 $1,603,260 $445.71(2)
$.01 per share
- ------------------------- ------------------- ------------------------- ------------------------ -------------------
Common Stock, par value 1,000,000 shares $5.68(3) $5,680,000 $1,420.00
$.01 per share
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TOTAL 3,362,500 shares $1,420.00
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(1) Previously registered on Form S-8 Registration Statement filed with the
Securities and Exchange Commission on September 28, 1999.
(2) Previously Paid.
(3) Calculated pursuant to Rule 457(c) and (h) solely for the purpose of
calculating the registration fee based on the average of the high and
low bid and asked prices ($5.61 and $5.75) of a share of the
registrant's Common Stock on The Nasdaq SmallCap Market on July 2,
2001.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference and have
previously been filed by the Registrant with the Securities and Exchange
Commission (the "Commission"):
(1) the Registrant's Annual Report on 10-KSB for the year ended
December 31, 2000;
(2) the Registrant's quarterly Report on Form 10-QSB for the
fiscal quarter ended March 31, 2001, and all other reports
filed by the Registrant pursuant to Section 13(a) or 15(d)
of the Securities and Exchange Act of 1934, as amended (the
"1934 Act"), since December 31, 2000; and
(3) the description of the Registrant's Common Stock contained
in the Registration Statement on Form 8-A filed on June 10,
1999 under the 1934 Act, including any amendment or report
filed for the purpose of updating such description.
All documents filed by the Registrant with the Commission
subsequent to the date of this Registration Statement pursuant to Sections
13(a), 13(c), 14 or 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of the filing of such documents. Any statement contained in
a document incorporated or deemed to be incorporated herein by reference shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not required since the Registrant's Common Stock is registered
under Section 12 of the 1934 Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL") provides, in general, that a corporation incorporated
under the laws of the State of Delaware, such as the Registrant, may indemnify
any person who was or is a party, or is threatened to be made a party, to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than a derivative action by or
in the right of the corporation) by reason of the fact that such person is or
was a director, officer, employee or
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agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful. In the case of a derivative action, a Delaware corporation may
indemnify any such person against expenses (including attorneys' fees) actually
and reasonably incurred by such person in connection with the defense or
settlement of such action or suit if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
court determines such person is fairly and reasonably entitled to indemnity for
such expenses.
The Registrant's Certificate of Incorporation provides that no
director of the Registrant shall be personally liable to the Registrant or to
any stockholder for monetary damages arising out of such director's breach of
fiduciary duty, except that such charter provisions may not eliminate or limit
the liability of directors for: (i) any breach of the director's duty of loyalty
to a corporation or its stockholders; (ii) any acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law;
(iii) any payment of a dividend or approval of a stock purchase or other
transaction that is illegal under Section 174 of the DGCL; or (iv) any
transaction from which the director derived an improper personal benefit. A
principal effect of this provision of the Certificate of Incorporation is to
limit or eliminate the potential liability of the Registrant's directors for
monetary changes arising from any breach of their duty of care, unless the
breach involves one of the four exceptions described in clauses (i) through (iv)
of the immediately preceding sentence.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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ITEM 8. EXHIBITS.
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Exhibit
Number
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5 Opinion and consent of Jenkens & Gilchrist Parker
Chapin LLP, counsel to the Company, as to the
legality of the securities being offered.*
23(a) Consent of Richard A. Eisner & Company, LLP.*
23(b) Consent of Jenkens & Gilchrist Parker Chapin LLP
(contained in Exhibit 5).*
24 Power of Attorney (contained in the signature page to
this registration statement).
99(a) Amendment No. 1 to 1999 Stock Option Plan (Effective
June 1, 2001).
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*Filed herewith
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ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended (the "1933 Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, and the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
1933 Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing
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provisions, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements of filing on Form S-8 and authorizes this
registration statement to be signed on its behalf by the undersigned, in the
City of New York, State of New York, on July 19, 2001.
I.D. Systems, Inc.
By: /s/ Jeffrey M. Jagid
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Jeffrey M. Jagid
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jeffrey Jagid and/or Kenneth S. Ehrman
and each of them acting alone, his true and lawful attorneys-in-fact and agents,
each with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that each said attorneys-in-fact and agents or any
of them, or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
Chief Executive Officer (Principal Executive July 19, 2001
/s/ Jeffrey M. Jagid Officer) and Director
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Jeffrey M. Jagid
/s/ Kenneth S. Ehrman Director July 19, 2001
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Kenneth S. Ehrman
/s/ Ned Mavrommatis Chief Financial Officer (Principal Accounting July 19, 2001
-------------------------------------- Officer)
Ned Mavrommatis
/s/ Martin G. Rosanksy Director July 19, 2001
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Martin G. Rosansky
/s/ N. Bert Loosmore Director July 19, 2001
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N. Bert Loosmore
/s/ Bea Yormark Director July 19, 2001
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Bea Yormark
/s/ Lawrence Burstein Director July 19, 2001
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Lawrence Burstein
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EXHIBIT INDEX
Exhibit
Number
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5 Opinion and consent of Jenkens & Gilchrist Parker
Chapin LLP, counsel to the Company, as to the
legality of the securities being offered.*
23(a) Consent of Richard A. Eisner & Company, LLP.*
23(b) Consent of Jenkens & Gilchrist Parker Chapin LLP
(contained in Exhibit 5).*
24 Power of Attorney (contained in the signature page to
this registration statement).
99(a) Amendment No. 1 to 1999 Stock Option Plan (Effective
June 1, 2001).
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*Filed herewith