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): December 8, 2004
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EMRISE CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 1-10346 77-0226211
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
9485 HAVEN AVENUE, SUITE 100, RANCHO CUCAMONGA, CA 91730
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(Address of Principal Executive Officers) (Zip Code)
Registrant's telephone number, including area code: (909) 987-9220
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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 (see General Instruction A.2. below):
[ ] 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Effective as of December 8, 2004, our board of directors
authorized and approved our entry into indemnification agreements with
our executive officers and directors ("indemnitees"). The indemnification
agreements are being circulated for signature by the indemnitees.
The indemnification agreements generally provide that we must
indemnify the indemnitees if the indemnitees are parties or are threatened
to be made parties or are otherwise involved in certain proceedings by
reason of the fact that the indemnitees were officers or directors of our
company or are or were serving at our request as a director, officer,
employee or agent of another enterprise. Also, the indemnification
agreements provide that we must advance expenses incurred by indemnitees
in connection with covered proceedings if the indemnitees undertake in writing
to repay the advanced amounts to the extent the indemnitees are determined not
to be entitled to indemnification by us. The indemnification agreements also
provide that upon the indemnitees' request, we will maintain directors' and
officers' liability insurance if and to the extent available to us on
commercially reasonable terms. The form of indemnification agreement is
filed as an exhibit to this Form 8-K.
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR
On December 8, 2004, we filed with the Secretary of State of
Delaware certificates of elimination that eliminated the two series of our
capital stock designated as Series A Preferred Stock and Series B Preferred
Stock, respectively. The filing of the certificates of elimination was
approved by our board of directors because no shares of either of those
two series remained outstanding and we did not intend to issue any additional
shares of either of those two series in the future. Stockholder approval was
not required. The certificates of elimination are filed as exhibits to this
Form 8-K.
On December 8, 2004, we filed with the Secretary of State of
Delaware a restated certificate of incorporation that restates and integrates
into a single instrument the provisions of our certificate of incorporation
as previously amended and supplemented. Our board of directors approved the
filing of the restated certificate of incorporation to simplify the process
of reading our certificate of incorporation. The restatement of our
certificate of incorporation was not considered under Delaware law to be an
amendment that would require stockholder approval. Therefore, stockholder
approval was not sought or obtained for the restatement. The restated
certificate of incorporation is filed as an exhibit to this Form 8-K.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
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Not applicable.
(b) Pro Forma Financial Information.
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Not applicable.
(c) Exhibits.
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Number Description
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3.1 Certificate Eliminating Reference to a Series of Shares of
Stock from the Certificate of Incorporation of Emrise Corporation
Relating to Series A Preferred Stock, as filed with the Secretary
of State of Delaware on December 8, 2004
3.2 Certificate Eliminating Reference to a Series of Shares of
Stock from the Certificate of Incorporation of Emrise Corporation
Relating to Series B Preferred Stock, as filed with the Secretary
of State of Delaware on December 8, 2004
3.3 Restated Certificate of Incorporation of Emrise Corporation,
as filed with the Secretary of State of Delaware on December 8,
2004
10 Form of Indemnification Agreement to be entered into between
Emrise Corporation and each of Carmine T. Oliva, Robert B. Runyon,
Laurence P. Finnegan, Jr., Otis W. Baskin, Randolph D. Foote and
Graham Jefferies
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SIGNATURE
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.
Dated: December 9, 2004
EMRISE CORPORATION
By: /s/ RANDOLPH D. FOOTE
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Randolph D. Foote, Chief Financial Officer
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EXHIBITS FILED WITH THIS REPORT ON FORM 8-K
Number Description
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3.1 Certificate Eliminating Reference to a Series of Shares of
Stock from the Certificate of Incorporation of Emrise Corporation
Relating to Series A Preferred Stock, as filed with the Secretary
of State of Delaware on December 8, 2004
3.2 Certificate Eliminating Reference to a Series of Shares of
Stock from the Certificate of Incorporation of Emrise Corporation
Relating to Series B Preferred Stock, as filed with the Secretary
of State of Delaware on December 8, 2004
3.3 Restated Certificate of Incorporation of Emrise Corporation
as filed with the Secretary of State of Delaware on December 8,
2004
10 Form of Indemnification Agreement to be entered into between
Emrise Corporation and each of Carmine T. Oliva, Robert B. Runyon,
Laurence P. Finnegan, Jr., Otis W. Baskin, Randolph D. Foote and
Graham Jefferies