Unassociated Document
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 14, 2008
I.D.
SYSTEMS, INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-15087
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22-3270799
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(State
Or Other
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(Commission
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(IRS
Employer
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Incorporation)
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Jurisdiction
Of File Number)
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Identification
No.)
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One
University Plaza, Hackensack,
NJ
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07601
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
telephone number, including area code (201)
996-9000
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):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On
October 14, 2008, the Board of Directors (the “Board”) of I.D. Systems, Inc.
(the “Company”), appointed Harold D. Copperman as an "independent" director of
the Company, within the meaning of the Marketplace Rules of the NASDAQ Stock
Market, LLC ("Nasdaq"), and as a member of each of the Audit Committee, the
Compensation Committee and the Nominating Committee of the Board.
Mr.
Copperman, age 61, has served as President and Chief Executive Officer of HDC
Ventures, Inc., a management and investment group focusing on enterprise
systems, software and services, since December 2001. From 1993 to 1999, Mr.
Copperman served as Senior Vice President and Group Executive at Digital
Equipment Corp. Mr. Copperman also has served as President and Chief Executive
Officer of JWP, Inc.; President and Chief Operating Officer of Commodore
Business Machines, Inc.; and Vice President and General Manager for Apple
Computer, Inc.'s Eastern Operations. He also spent 20 years at IBM Corporation,
where he held a variety of sales, marketing and executive positions. Mr.
Copperman currently serves on the board of directors of each of Avocent
Corporation (NASDAQ: AVCT), a publicly traded company that delivers IT
operations management solutions; AXS-One Inc. (OTCBB: AXSO), a publicly traded
company that provides high performance records compliance management solutions;
and Metastorm, Inc., a privately-held company that provides software for
enterprise architecture, business process analysis and modeling and business
process management. He holds a B.S. in Mechanical Engineering from Rutgers
University and served as a Captain in the U.S. Army.
There
is
no arrangement or understanding between Mr. Copperman and any other person
pursuant to which Mr. Copperman was appointed as a director of the Company
or as
a member of the Audit Committee, the Compensation Committee or the Nominating
Committee of the Board. Mr. Copperman will be eligible to participate in all
non-management director compensation plans or arrangements available to the
Company’s other independent directors.
A
copy of
the press release announcing the appointment of Mr. Copperman as a director
of
the Company and a member of each of the Audit Committee, Compensation Committee
and Nominating Committee of the Board is attached to this Current Report on
Form
8-K as Exhibit 99.1.
Item
8.01. Other Events.
As
previously disclosed, on May 6, 2008, the Company received a Nasdaq Staff
Deficiency Letter indicating that as a result of the passing of Beatrice
Yormark, who was a director of the Company at the time of her passing, and
the
resulting vacancy on each of the Board and the Audit Committee of the Board,
the
Company failed to have (i) a majority of the Board comprised of independent
directors as required by Nasdaq Marketplace Rule 4350(c)(1) and (ii) three
independent directors serving on the Audit Committee of the Board as required
by
Nasdaq Marketplace Rule 4350(d)(2).
As
a
result of the appointment of Mr. Copperman as a member of the Board and a member
of the Audit Committee of the Board, as discussed in Item 5.02 of this Current
Report on Form 8-K, a majority of the Board currently is comprised of
independent directors as required by Nasdaq Marketplace Rule 4350(c)(1) and
the
Audit Committee of the Board currently is comprised of three independent
directors as required by Nasdaq Marketplace Rule 4350(d)(2). On October 14,
2008, the Company informed Nasdaq of Mr. Copperman's appointment as a
member of each of the Board and the Audit Committee of the Board
and received notice from the staff at Nasdaq (the “Staff”)
of the Staff's
determination that the Company complies with Nasdaq Marketplace Rules
4350(c)(1) and 4350(d)(2).
A
copy of
the press release announcing the Company's composition of each of the Board
and
the Audit Committee of the Board in accordance with Nasdaq Marketplace Rules
4350(c)(1) and 4350(d)(2), respectively, is attached to this Current Report
on
Form 8-K as Exhibit 99.1.
Forward
Looking Statements
This
Current Report on Form 8-K contains forward-looking statements made pursuant
to
the safe harbor provisions of the Private Securities Litigation Reform Act
of
1995, including, without limitation, statements relating to the Company's
ability to maintain compliance with the Nasdaq Marketplace Rules.
Forward-looking statements typically are identified by use of terms such as
“may,” “will,” “should,” “plan,” “expect,” “anticipate,” “estimate” and similar
words, although some forward-looking statements are expressed differently.
Forward-looking statements represent our management’s judgment regarding future
events. Although the Company believes that the expectations reflected in such
forward-looking statements are reasonable, the Company can give no assurance
that such expectations will prove to be correct. All statements other than
statements of historical fact included in this Current Report on Form 8-K
regarding our financial position, financial guidance, business strategy,
products, markets, plans or objectives for future operations are forward-looking
statements. The Company cannot guarantee the accuracy of the forward-looking
statements, and you should be aware that the Company’s actual results could
differ materially from those contained in the forward-looking statements due
to
a number of factors, including the statements under the heading “Risk Factors”
contained in the Company’s filings with the Securities and Exchange
Commission.
Item
9.01. Financial Statements and Exhibits.
Exhibit
99.1 - Press release, dated October 15, 2008.
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.
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I.D.
SYSTEMS, INC. |
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By: |
/s/ Ned
Mavrommatis |
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Name:
Ned Mavrommatis |
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Title:
Chief Financial Officer |
Date: October
15, 2008