Delaware
|
|
22-3270799
|
(State
or other jurisdiction of
incorporation
or organization)
|
|
(IRS
Employer
identification
No.)
|
One
University Plaza, Hackensack, New Jersey
|
|
07601
|
(Address of principal executive offices)
|
|
(Zip
Code)
|
Accelerated
filer x
|
|
Non-accelerated
filer o (Do not check if a
smaller reporting company)
|
Smaller
reporting company o
|
Item
|
Page
|
||
Part
III
|
10.
|
Directors,
Executive Officers and Corporate Governance
|
1
|
11.
|
Executive
Compensation
|
5
|
|
12.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
14
|
|
13.
|
Certain
Relationships and Related Transactions and Director Independence
|
17
|
|
14.
|
Principal
Accountant Fees and Services
|
17
|
|
Part
IV
|
15.
|
Exhibits
and Financial Statements
|
18
|
Signatures
|
19
|
||
Exhibit
Index
|
20
|
Name
|
Age
|
Title
|
Director Since
|
Jeffrey M.
Jagid
|
39
|
Chairman
and Chief Executive Officer
|
1995
|
Kenneth
S. Ehrman
|
38
|
President,
Chief Operating Officer and Director
|
1993
|
Lawrence
Burstein (1)(2)(3)(4)
|
65
|
Director
|
1999
|
Michael
Monaco (1)(2)(3)(4)
|
60
|
Director
|
2001
|
Beatrice
Yormark (1)(2)(3)(4)
|
63
|
Director
|
2001
|
(1) |
Member
of the Compensation Committee
|
(2) |
Member
of the Audit Committee
|
(3) |
Member
of the Nominating Committee
|
(4) |
This
director is an independent director within the meaning of Rule 4200(a)(15)
of the National Association of Securities
Dealers’ Marketplace Rules.
|
Name
|
Age
|
Title
|
Executive
Officer Since
|
Jeffrey M. Jagid
|
39
|
Chairman
and Chief Executive Officer
|
1995
|
Kenneth
S. Ehrman
|
38
|
President,
Chief Operating Officer and Director
|
1993
|
Ned
Mavrommatis
|
37
|
Chief
Financial Officer, Treasurer and Corporate Secretary
|
1999
|
Peter
Fausel
|
48
|
Executive
Vice President - Sales, Marketing and Customer Support
|
2007
|
Michael
L. Ehrman
|
35
|
Executive
Vice President of Engineering
|
1995
|
•
|
attracting
and retaining talented and experienced
executives;
|
•
|
motivating
and rewarding executives whose knowledge, skills and performance
are
critical to our success;
|
•
|
aligning
the interests of our executives and stockholders by motivating executives
to increase stockholder value in a sustained manner;
and
|
•
|
providing
a competitive compensation package which rewards achievement of our
goals.
|
Name and
Principal Position
|
Year
|
Salary
|
Stock
Awards(1)
|
Option
Awards(1)
|
Non-equity
Incentive Plan
Compensation
($)(2)
|
All Other
Compensation
($)(3)
|
Total ($)
|
|||||||||||||||
Jeffrey M.
Jagid
Chairman
and Chief
Executive
Officer
|
2007
2006
2005
|
$
$
$
|
300,000
245,000
226,500
|
$
$
$
|
94,450
230,141
-
|
(4)
(5)
|
$
$
$
|
126,316
171,197
170,778
|
$
$
$
|
37,500
30,625
67,950
|
$
$
$
|
16,853
18,485
18,742
|
$
$
$
|
575,119
695,448
483,970
|
||||||||
Ned
Mavrommatis
Chief
Financial Officer,
Treasurer
and Corporate Secretary
|
2007
2006
2005
|
$
$
$
|
245,000
214,000
181,000
|
$
$
$
|
94,450
194,722
-
|
(4)
(5)
|
$
$
$
|
96,578
134,554
141,910
|
$
$
$
|
30,625
26,750
54,300
|
$
$
$
|
17,274
10,145
9,497
|
$
$
$
|
483,927
580,171
386,707
|
||||||||
Kenneth
S. Ehrman
President
and Chief
Operating
Officer
|
2007
2006
2005
|
$
$
$
|
245,000
214,000
200,000
|
$
$
|
94,450
123,885
|
(4)
(5)
|
$
$
$
|
108,642
139,714
136,705
|
$
$
$
|
30,625
26,750
60,000
|
$
$
$
|
20,325
14,246
14,687
|
$
$
$
|
499,042
518,595
411,392
|
||||||||
Michael
L. Ehrman
Executive
Vice President,
Engineering
|
2007
2006
2005
|
$
$
$
|
230,000
195,000
175,000
|
$
$
$
|
94,450
194,722
-
|
(4)
(5)
|
$
$
$
|
106,627
148,056
147,601
|
$
$
$
|
28,750
24,375
52,500
|
$
$
$
|
19,859
17,258
16,511
|
$
$
$
|
479,687
579,411
391,612
|
||||||||
Peter
Fausel
Executive
Vice President,
Sales,
Marketing & Customer
Support(6)
|
2007
2006
2005
|
$
$
$
|
214,833
-
-
|
$
$
$
|
114,215
-
-
|
(7) |
$
$
$
|
117,044
-
-
|
$
$
$
|
61,060
-
-
|
$
$
$
|
7,900
-
-
|
$
$
$
|
515,052
-
-
|
(1) |
Represents
the expense to the Company pursuant to FAS 123(R) for the respective
year
for restricted stock or stock options granted as long-term incentives
pursuant to the Company’s 1999 Stock Option Plan. See Note B (13) of the
Company’s Financial Statements for the fiscal years ended December 31,
2007, 2006 and 2005 for the assumptions used for valuing the expense
under
FAS 123(R).
|
(2) |
Represents
bonus earned for such fiscal year.
|
(3) |
The
dollar amounts shown under the heading “All other compensation” represent
the incremental cost of all perquisites and other personal benefits
to our
named executive officers, for automobile allowance and related
expenses.
|
(4) |
Represents
restricted shares issued under the 1999 Stock Option Plan in 2006.
Fifty
percent (50%) of the restricted shares vested on the first annual
anniversary date of the date of grant and the remaining fifty percent
(50%) of the restricted shares vest on the second anniversary date
of the
date of grant provided that the awardee is an employee of the Company
on
such anniversary.
|
(5) |
Represents
restricted shares and restricted stock units issued under the 1999
Stock
Option Plan in 2006. Fifty percent (50%) of the restricted shares
vested
on the first annual anniversary date of the date of grant and the
remaining fifty percent (50%) of the restricted shares vest on the
second
anniversary date of the date of grant provided that the awardee is
an
employee of the Company on such anniversary. The issuance of shares
of
Common Stock underlying restricted stock units were subject to the
achievement of revenue and gross margin levels during 2007 and 2006.
|
(6) |
Peter
Fausel was appointed to serve as our Executive Vice President - Sales,
Marketing and Customer Support, effective as of March 5,
2007.
|
(7) |
Represents
restricted shares issued under the 1999 Stock Option Plan in 2007.
Fifty
percent (50%) of the restricted shares vest on each annual anniversary
date of the date of grant provided that the awardee is an employee
of the
Company on such anniversary.
|
Estimated
Future Payouts
Under Non-Equity Incentive
Plan Awards ($)(1)
|
Estimated Future Payouts
Under Equity Incentive Plan
Awards(#)(2)
|
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options
|
Exercise
or Base
Price of
Option
Awards
|
Grant
Date Fair
Value of
Stock and
Option
Awards
|
|||||||||||||||||||||||||||||
Name
|
Grant Date
|
Threshold
|
Target
|
Maximum
|
Threshold
|
Target
|
Maximum
|
(#)(3)
|
(#)(4)
|
($/Sh)
|
($)(5)
|
|||||||||||||||||||||||
Jeffrey
M. Jagid
|
1/19/2007
|
37,500
|
150,000
|
300,000
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||
1/19/2007
|
-
|
-
|
-
|
6,250
|
12,500
|
21,875
|
-
|
-
|
-
|
193,625
|
||||||||||||||||||||||||
1/19/2007
|
-
|
-
|
-
|
6,250
|
12,500
|
21,875
|
-
|
-
|
-
|
193,625
|
||||||||||||||||||||||||
Ned
Mavrommatis
|
1/19/2007
|
30,625
|
122,500
|
245,000
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||
1/19/2007
|
-
|
-
|
-
|
3,125
|
6,250
|
10,937
|
-
|
-
|
-
|
96,812
|
||||||||||||||||||||||||
1/19/2007
|
-
|
-
|
-
|
3,125
|
6,250
|
10,937
|
-
|
-
|
-
|
96,812
|
||||||||||||||||||||||||
Kenneth
S. Ehrman
|
1/19/2007
|
30,625
|
122,500
|
245,000
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||
1/19/2007
|
-
|
-
|
-
|
3,125
|
6,250
|
10,937
|
-
|
-
|
-
|
96,812
|
||||||||||||||||||||||||
1/19/2007
|
-
|
-
|
-
|
3,125
|
6,250
|
10,937
|
-
|
-
|
-
|
96,812
|
||||||||||||||||||||||||
Michael
L. Ehrman
|
1/19/2007
|
28,750
|
115,000
|
230,000
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||
1/19/2007
|
-
|
-
|
-
|
3,125
|
6,250
|
10,937
|
-
|
-
|
-
|
96,812
|
||||||||||||||||||||||||
|
1/19/2007
|
-
|
-
|
-
|
3,125
|
6,250
|
10,937
|
-
|
-
|
-
|
96,812
|
|||||||||||||||||||||||
Peter
Fausel(6)
|
3/5/2007
|
14,190
|
107,500
|
215,000
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||
3/5/2007
|
-
|
-
|
-
|
-
|
5,000
|
-
|
-
|
-
|
-
|
69,250
|
||||||||||||||||||||||||
3/5/2007
|
-
|
-
|
-
|
-
|
5,000
|
-
|
-
|
-
|
-
|
69,250
|
||||||||||||||||||||||||
3/5/2007
|
-
|
-
|
-
|
-
|
-
|
-
|
20,000
|
277,000
|
||||||||||||||||||||||||||
3/5/2007
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
100,000
|
13.85
|
794,400
|
Option Awards
|
Stock Awards
|
||||||||||||
Name
|
Number of
Shares
Acquired on
Exercise (#)
|
Value Realized
on
Exercise($)(1)
|
Number of Shares
Acquired on
Vesting(#)
|
Value Realized on
Vesting($)(2)
|
|||||||||
Jeffrrey M. Jagid
|
54,391
|
490,063
|
14,375
|
223,187
|
|||||||||
Ned
Mavrommatis
|
-
|
-
|
12,500
|
192,700
|
|||||||||
Kenneth
S. Ehrman
|
50,000
|
519,500
|
8,750
|
131,725
|
|||||||||
Michael
L. Ehrman
|
50,000
|
425,000
|
12,500
|
192,700
|
|||||||||
Peter
Fausel(3)
|
-
|
-
|
-
|
-
|
(1)
|
Represents
the difference between the market price of the underlying securities
at
exercise of the option and the exercise price of the
option.
|
(2)
|
Represents
the aggregate dollar value of the shares on the vesting
date.
|
(3)
|
Peter
Fausel was appointed to serve as our Executive Vice President - Sales,
Marketing and Customer Support, effective as of March 5,
2007.
|
Option Awards
|
Stock Awards
|
||||||||||||||||||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
Option
Exercise
Price ($)
|
Option
Expiration
Date
|
Number of
Shares or
Units of
Stock That
Have Not
Vested (#)(1)
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($)(2)
|
Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested (#)(3)
|
Equity
Incentive Plan
Awards:
Market Value
of Unearned
Shares, Units or
Other Rights
That Have Not
Vested ($)(2)
|
|||||||||||||||||
Jeffrey
M. Jagid
|
90,625
|
|
|
-
|
|
|
1.20
|
|
|
9/1/2008
|
|
|
5,000
|
|
|
62,300
|
|
|
12,500
|
|
|
155,750
|
|
||
|
|
|
75,000
|
|
|
-
|
|
|
7.56
|
|
|
1/19/2010
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
65,000
|
|
|
-
|
|
|
5.67
|
|
|
11/1/2011
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
48,000
|
|
|
32,000
|
|
|
6.65
|
|
|
2/6/2014
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
24,000
|
|
|
36,000
|
|
|
11.35
|
|
|
3/3/2015
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ned
Mavrommatis
|
|
|
20,000
|
|
|
-
|
|
|
7.56
|
|
|
1/19/2010
|
|
|
5,000
|
|
|
62,300
|
|
|
6,250
|
|
|
77,875
|
|
|
|
|
43,000
|
|
|
-
|
|
|
5.67
|
|
|
11/1/2011
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
33,000
|
|
|
22,000
|
|
|
6.65
|
|
|
2/6/2014
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
19,600
|
|
|
29,400
|
|
|
11.35
|
|
|
3/3/2015
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth
S. Ehrman
|
|
|
56,250
|
|
|
-
|
|
|
1.20
|
|
|
9/1/2008
|
|
|
5,000
|
|
|
62,300
|
|
|
6,250
|
|
|
77,875
|
|
|
|
|
37,500
|
|
|
-
|
|
|
7.56
|
|
|
1/19/2010
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
45,000
|
|
|
-
|
|
|
5.67
|
|
|
11/1/2011
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
42,000
|
|
|
28,000
|
|
|
6.65
|
|
|
2/6/2014
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
20,400
|
|
|
30,600
|
|
|
11.35
|
|
|
3/3/2015
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael
L. Ehrman
|
|
|
90,625
|
|
|
-
|
|
|
1.20
|
|
|
9/1/2008
|
|
|
5,000
|
|
|
62,300
|
|
|
6,250
|
|
|
77,875
|
|
|
|
|
75,000
|
|
|
-
|
|
|
7.56
|
|
|
1/19/2010
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
60,000
|
|
|
-
|
|
|
5.67
|
|
|
11/1/2011
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
33,000
|
|
|
22,000
|
|
|
6.65
|
|
|
2/6/2014
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
22,800
|
|
|
34,200
|
|
|
11.35
|
|
|
3/3/2015
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peter
Fausel(4)
|
|
|
-
|
|
|
100,000
|
|
|
13.85
|
|
|
3/5/2017
|
|
|
20,000
|
|
|
249,200
|
|
|
5,000
|
|
|
62,300
|
|
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
(1)
|
Represents
restricted shares issued under the 1999 Stock Option Plan. Fifty
percent
(50%) of the restricted shares vest on each annual anniversary date
of the
date of grant provided that the awardee is an employee of the Company
on
such anniversary.
|
(2) |
Calculated
based on $12.46 per share, the closing price per share of the Common
Stock, as reported on the NASDAQ Global Market, on December 31,
2007.
|
(3) |
The
information under “Equity Incentive Plan Awards: Number of Unearned
Shares, Units or Other Rights That Have Not Vested” relates to restricted
stock units granted under the 1999 Stock Option Plan. The amount
with
respect to each named executive officer represents the target numbers
of
shares of Common Stock payable under restricted stock units based
on the
achievement of revenue and gross margin levels during
2008.
|
(4) |
Peter
Fausel was appointed to serve as our Executive Vice President - Sales,
Marketing and Customer Support, effective as of March 5,
2007.
|
Name
|
Fees earned
or paid in
cash ($)
|
Option Awards ($)(1)
|
Total ($)
|
|||||||
Lawrence
Burstein (2)
|
$
|
16,000
|
$
|
157,407
|
$
|
173,407
|
||||
Michael
Monaco (2)
|
$
|
16,000
|
$
|
157,407
|
$
|
173,407
|
||||
Beatrice
Yormark (2)
|
$
|
16,000
|
$
|
157,407
|
$
|
173,407
|
(1)
|
Represents
the expense to the Company pursuant to FAS 123(R) for the respective
year
for stock options granted as long-term incentives pursuant to the
Company’s 1999 Direction Option Plan. See Note B (13) of the Company’s
Financial Statements for the fiscal years ended December 31, 2007,
2006
and 2005 for the assumptions used for valuing the expense under FAS
123(R).
|
(2) |
At
December 31, 2007, Lawrence Burstein had options to purchase 105,000
shares; Michael Monaco had options to purchase 131,800 shares; and
Beatrice Yormark had options to purchase 132,708
shares.
|
•
|
by
each person known by us to be the beneficial owner of 5% or more
of our
common stock;
|
•
|
by
each of our directors and executive officers;
and
|
•
|
by
all of our directors and executive officers as a
group.
|
Shares
Beneficially Owned
|
|
||||||
|
|
Number
|
%
|
||||
Jeffrey
M. Jagid(2)
|
639,619
|
5.78
|
%
|
||||
Kenneth
S. Ehrman(3)
|
708,313
|
6.46
|
%
|
||||
Michael
L. Ehrman(4)
|
492,277
|
4.46
|
%
|
||||
Ned
Mavrommatis(5)
|
153,577
|
1.41
|
%
|
||||
Peter
Fausel(6)
|
44,000
|
*
|
|||||
Lawrence
Burstein(7)
|
79,338
|
*
|
|||||
Michael
Monaco(8)
|
102,638
|
*
|
|||||
Beatrice
Yormark(9)
|
105,838
|
*
|
|||||
MFC
Global Investment Management, LLC(10)
|
1,102,705
|
10.27
|
%
|
||||
Artis
Capital Management LP(11)
|
2,203,896
|
20.52
|
%
|
||||
Empire
Capital Partners, L.P. (12)
|
965,481
|
8.99
|
%
|
||||
560.909
|
5.22
|
%
|
|||||
All
Directors and Executive Officers as a group (8
persons)(14)
|
2,325600
|
19.32
|
%
|
(1) |
Unless
otherwise indicated, the address for each named individual or group
is c/o
I.D. Systems, Inc., One University Plaza, 6th Floor, Hackensack,
NJ
07601.
|
(2) |
Includes
(i) 330,625 shares of Common Stock issuable upon exercise of options
exercisable within 60 days of March 31, 2008, (ii) 5,000 restricted
shares
which vest on June 9, 2008 and (iii) 5,000 restricted shares issued
on
February 27, 2008, 50% of which vest on the first anniversary of
the date
of grant and 50% of which vest on the second anniversary of the date
of
grant provided that the awardee is an employee of the Company on
such
anniversary.
|
(3) |
Includes
(i) 225,350 shares of Common Stock issuable upon exercise of options
exercisable within 60 days of March 31, 2008, (ii) 5,000 restricted
shares
which vest on June 9, 2008 and (iii) 4,000 restricted shares issued
on
February 27, 2008, 50% of which vest on the first anniversary of
the date
of grant and 50% of which vest on the second anniversary of the date
of
grant provided that the awardee is an employee of the Company on
such
anniversary.
|
(4) |
Includes
(i) 303,825 shares of Common Stock issuable upon exercise of options
exercisable within 60 days of March 31, 2008, (ii) 5,000 restricted
shares
which vest on June 9, 2008 and (iii) 4,000 restricted shares issued
on
February 27, 2008, 50% of which vest on the first anniversary of
the date
of grant and 50% of which vest on the second anniversary of the date
of
grant provided that the awardee is an employee of the Company on
such
anniversary.
|
(5) |
Includes
(i) 136,400 shares of Common Stock issuable upon exercise of options
exercisable within 60 days of March 31, 2008, (ii) 5,000 restricted
shares
which vest on June 9, 2008 and (iii) 4,000 restricted shares issued
on
February 27, 2008, 50% of which vest on the first anniversary of
the date
of grant and 50% of which vest on the second anniversary of the date
of
grant provided that the awardee is an employee of the Company on
such
anniversary.
|
(6) |
Includes
(i) 20,000 shares of Common Stock issuable upon exercise of options
exercisable within 60 days of March 31, 2008, (ii) 10,000 restricted
shares which vest on March 5, 2009 and (iii) 4,000 restricted shares
issued on February 27, 2008, 50% of which vest on the first anniversary
of
the date of grant and 50% of which vest on the second anniversary
of the
date of grant provided that the awardee is an employee of the Company
on
such anniversary.
|
(7) |
Includes
(i) 75,838 shares of Common Stock issuable upon exercise of options
exercisable within 60 days of March 31, 2008 and (ii) 3,500 shares
of
Common Stock held by Mr. Burstein's IRA
account.
|
(8) |
Includes
102,638 shares of Common Stock issuable upon exercise of options
exercisable within 60 days of March 31,
2008.
|
(9) |
Includes
103,546 shares of Common Stock issuable upon exercise of options
exercisable within 60 days of March 31,
2008.
|
(10) |
Includes
shares held by MFC Global Investment Management (U.S.), LLC (“MFC Global
(U.S.)”, an indirect wholly-owned subsidiary of Manulife Financial
Corporation ("MFC"). MFC Global (U.S.) has beneficial ownership of
1,102,705 shares of common stock. Through its parent-subsidiary
relationship to MFC Global (U.S.), MFC may be deemed to have beneficial
ownership of these same shares. The principal business offices of
MFC are
located at 200 Bloor Street, East, Toronto, Ontario, Canada, M4W
1E5; MFC
Global (U.S.) is located at 101 Huntington Street, Boston, Massachusetts
02199. The foregoing information is derived from a Schedule 13G/A
filed on
behalf of the reporting persons on February 8,
2008.
|
(11) |
Includes
shares held by Artis Capital Management, LP (“Artis”), Artis Capital
Management, Inc. (“Artis Inc.”), Stuart L. Peterson and Artis Partners 2X
Ltd. (“2X"). Artis is a registered investment adviser and is the
investment adviser of 2X. Artis Inc. is the general partner of Artis.
Mr.
Peterson is the president of Artis Inc. and the controlling owner
of Artis
and Artis Inc. Each of Artis, Artis Inc. and Mr. Peterson disclaims
beneficial ownership of the Common Stock, except to the extent of
its or
his pecuniary interest therein. Artis’ clients have the right to receive
or the power to direct the receipt of dividends from, or the proceeds
from
the sale of, the Common Stock. No individual client, other than 2X
holds
more than five percent of the outstanding Common Stock, and 2X disclaims
beneficial ownership of any of the Common Stock. The address of the
business office of each of Artis, Artis Inc. and Mr. Peterson is
One
Market Plaza, Spear Street Tower, Suite 1700, San Francisco, CA 94105,
and
the address of the business office of 2X is c/o Goldman Sachs
Administration Services, Gardenia Court, Suite 3307, 45 Market Street,
Camana Bay, P.O. Box 896, KY1-1103, Cayman Islands. The foregoing
information is derived from a Schedule 13G/A filed on behalf of the
reporting persons on February 14,
2008.
|
(12) |
Includes
439,730 shares directly owned by Empire Capital Partners, L.P. (“Empire
Capital”), and 525,751 shares directly owned by Empire Capital Partners,
Ltd. (the “Overseas Fund”), Charter Oak Partners, L.P., Charter Oak Master
Fund, L.P. and Charter Oak Partners II, L.P. (collectively, the “Charter
Oak Funds”). Empire GP, L.L.C., the general partner of Empire Capital
(“Empire GP”), has the power to direct the affairs of Empire Capital,
including decisions respecting the disposition of the proceeds from
the
sale of the Common Stock. Empire Capital Management, L.L.C. (“Empire
Management”), the investment manager of the Empire Overseas Fund, has the
power to direct the affairs of the Empire Overseas Fund, including
decisions respecting the disposition of the proceeds from the sale
of the
Common Stock. Empire Management, pursuant to investment management
agreements with the Charter Oak Funds, has the power to dispose of
the
proceeds from the sale of the Common Stock with respect to those
assets of
the Charter Oak Funds under its discretion. Scott A. Fine and Peter
J.
Richards are members of Empire GP and Empire Management, and in such
capacities direct the operations of Empire GP and Empire Management.
The
foregoing information is derived from a Schedule 13G/A filed on behalf
of
the reporting persons on February 14,
2008.
|
(13) |
Represents
shares held by Independence Investments LLC. The address of the business
office of Independence Investments LLC is 160 Federal Street, Boston,
MA
02110. The foregoing information is derived from a Schedule 13G filed
on
behalf of Independence Investments LLC on January 27,
2008.
|
(14) |
Includes
1,298,222 shares of Common Stock issuable upon exercise of options
exercisable within 60 days of March 31,
2008.
|
Plan
Category
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(a)
|
Weighted average
exercise price of
outstanding options,
warrants and rights
(b)
|
Number of
securities
remaining
available for future
issuance (excluding
securities reflected
under column (a))
(c)
|
|||||||
Equity compensation plans
approved by security holders
|
2,761,000
|
$
|
9.57
|
2,125,010
|
||||||
Equity
compensation plans not approved by security holders
|
—
|
—
|
—
|
|||||||
Total
|
2,761,000
|
9.57 |
2,125,010
|
|
31.1
|
Certification
of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|
31.2
|
Certification
of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
I.D.
SYSTEMS, INC.
|
|
|
|
By:
|
/s/
Jeffrey M. Jagid
|
Jeffrey
M. Jagid
|
|
Chief
Executive Officer
|
|
(Principal
Executive Officer)
|
|
|
|
By:
|
/s/
Ned Mavrommatis
|
Ned
Mavrommatis
|
|
Chief
Financial Officer
|
|
(Principal
Financial and Accounting Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Jeffrey M. Jagid
|
|
|
|
|
Jeffrey
M. Jagid
|
|
Chief
Executive Officer and Director
|
|
April
29, 2008
|
|
|
(Principal
Executive Officer)
|
|
|
|
|
|
|
|
/s/
Kenneth S. Ehrman
|
|
|
|
|
Kenneth
S. Ehrman
|
|
President,
Chief Operating Office and Director
|
|
April
29, 2008
|
|
|
|
|
|
|
|
|
|
|
/s/
Ned Mavrommatis
|
|
|
|
|
Ned
Mavrommatis
|
|
Chief Financial Officer (Principal Financial
|
|
April 29, 2008
|
|
|
and
Accounting Officer)
|
|
|
|
|
|
|
|
/s/
Lawrence Burstein
|
|
|
|
|
Lawrence
Burstein
|
|
Director
|
|
April
29, 2008
|
|
|
|
|
|
|
|
|
|
|
/s/
Michael Monaco
|
|
Director
|
|
April
29, 2008
|
Michael
Monaco
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
||
Beatrice
Yormark
|
31.1
|
Certification
of the Chief Executive Officer as required by Rule 13a-14(a), as
adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
31.2
|
Certification
of Chief Financial Officer as required by Rule 13a-14(a), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|