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): July 29, 2003 COMMISSION FILE NUMBER: 000-26109 ------------------------------------ RAE Systems Inc. (Exact name of registrant as specified in its charter) Delaware 77-0588488 - ------------------------------------ ---------------------- (State or other jurisdiction (I.R.S. Employer of incorporation) Identification No.) 1339 Moffett Park Drive Sunnyvale, California 94089 408-752-0723 (Address and telephone number of registrant's principal executive offices) -------------------------------------- TABLE OF CONTENTS Item 7. Financial Statements and Exhibits. Item 9. REGULATION FD DISCLOSURE (Information Furnished in this Item 9 is Furnished under Item 12.) Item 12. Disclosure of Results of Operations and Financial Condition. SIGNATURE EXHIBIT INDEX EXHIBIT 99.1 Item 7. Financial Statements and Exhibits. c. Exhibits Exhibit No. Description - ----------- ------------ 99.1 Press Release dated July 29, 2003 Item 9. REGULATION FD DISCLOSURE (Information Furnished in this Item 9 is Furnished Under Item 12.) Item 12. Disclosure of Results of Operations and Financial Condition. On July 29, 2003, RAE Systems Inc. (the "Company") issued a press release announcing its financial results for the second quarter of 2003. A copy of the Company's press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information furnished in Items 9 and 12 of this Current Report on Form 8-K, including the exhibit shall not be deemed to be incorporated by reference into the Company's filings with the SEC under the Securities Act of 1933, as amended. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RAE Systems Inc. Date: July 30, 2003 By: /s/ Joseph Ng ----------------------------------- Joseph Ng Chief Financial Officer EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release dated July 29, 2003