Attached files
| file | filename |
|---|---|
| EX-99.2 - ID SYSTEMS INC | v174201_ex99-2.htm |
| EX-99.4 - ID SYSTEMS INC | v174201_ex99-4.htm |
| EX-99.3 - ID SYSTEMS INC | v174201_ex99-3.htm |
| EX-23.1 - ID SYSTEMS INC | v174201_ex23-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): January 7,
2010
I.D.
SYSTEMS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-15087
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22-3270799
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||
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(State or other
jurisdiction
of incorporation)
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(Commission File
Number)
|
(IRS Employer Identification
No.)
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||
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One
University Plaza, Hackensack, New Jersey
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07601
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|||
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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))
EXPLANATORY
NOTE
On
January 13, 2010, I.D. Systems, Inc. (the “Registrant”) filed
with the Securities and Exchange Commission (the “Commission”) a
Current Report on Form 8-K, dated January 7, 2010 (the “Initial 8-K
Filing”). The Initial 8-K Filing reported that the Registrant
entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”)
with General Electric Capital Corporation (“GECC”) and GE Asset
Intelligence, LLC (“GEAI”), pursuant to
which the Registrant acquired GEAI’s telematics business (the “Business”) through
the purchase of 100% of the membership interests of Asset Intelligence, LLC (the
“Target”), a
newly formed, wholly owned subsidiary of GEAI into which substantially all of
the assets, including intellectual property, and liabilities of the Business had
been transferred immediately prior to the closing. Effective with the
closing of the transaction, the Target became a wholly owned subsidiary of
the Registrant. The Target was formed solely for the purpose of
effectuating the transfer and sale of the Business to the Registrant and, prior
to consummation of the acquisition, the Target did not conduct any business
or activities other than those incidental to its formation. Thus, the
historical financial statements of the Business (and, as such, the historical
financial statements of the Target) are the historical financial statements of
GEAI.
This
Amendment No. 1 to the Initial 8-K Filing (this “Amendment”) amends
Item 9.01 of the Initial Form 8-K to present financial statements of the
Business (as historically conducted by GEAI) and to present pro forma financial
information in connection with the Registrant’s acquisition of the
Business. In this
regard, we note that for purposes of Regulation S-X, the Business as acquired by
the Registrant was not deemed to be in existence prior to July 1, 2008, and thus
there are no financial statements of the Business prior to such
date. This
Amendment does not include any other changes or modifications to the Initial 8-K
Filing (the Initial Form 8-K, as amended by this Amendment, is referred to
herein as the “Form
8-K”).
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Item
9.01.
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Financial
Statements and Exhibits.
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(a)
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Financial statements
of businesses acquired.
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Financial
statements of the acquired business are incorporated herein by reference to
Exhibits 99.2 and 99.3 of this Form 8-K.
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(b)
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Pro forma financial
information.
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Pro forma
financial information is incorporated herein by reference to Exhibit 99.4 of
this Form 8-K.
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(d)
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Exhibits.
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The
exhibits to this Form 8-K are as follows:
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2.1*
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Membership
Interest Purchase Agreement, dated as of January 7, 2010, by and among the
Registrant, GECC and GEAI.
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23.1
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Consent
of KPMG LLP, Independent Registered Public Accounting
Firm.
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99.1*
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News
Release, dated January 7, 2010.
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99.2
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Audited
Financial Statements of GEAI as of December 31, 2008 and for the Six-Month
Period Then Ended.
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99.3
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Unaudited/Unreviewed
Financial Statements of GEAI as of September 30, 2009 and for the
Nine-Month Period Then Ended.
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99.4
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Unaudited/Unreviewed
Pro Forma Combined Condensed Financial Information of I.D. Systems and
GEAI as of September 30, 2009 and for the Nine-Month Period Then Ended and
for the Year Ended December 31,
2008.
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_________________
* Previously filed with the Initial
8-K Filing on January 13, 2010.
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.
| I.D. SYSTEMS, INC. | |||
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By:
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/s/ Ned Mavrommatis | |
| Name: Ned Mavrommatis | |||
| Title: Chief Financial Officer | |||
Date: March
25, 2010
INDEX TO
EXHIBITS
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Exhibit
Number
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Description
|
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2.1*
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Membership
Interest Purchase Agreement, dated as of January 7, 2010, by and among
I.D. Systems, Inc., General Electric Capital Corporation and GE Asset
Intelligence, LLC.
|
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23.1
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Consent
of KPMG LLP, Independent Registered Public Accounting
Firm.
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99.1*
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News
Release, dated January 7, 2010.
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99.2
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Audited
Financial Statements of GE Asset Intelligence, LLC as of December 31, 2008
and for the Six-Month Period Then Ended.
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99.3
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Unaudited/Unreviewed
Financial Statements of GEAI as of September 30, 2009 and for the
Nine-Month Period Then Ended.
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99.4
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Unaudited/Unreviewed
Pro Forma Combined Condensed Financial Information of I.D. Systems and
GEAI as of September 30, 2009 and for the Nine-Month Period Then Ended and
for the Year Ended December 31,
2008.
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_________________
* Previously filed with I.D. Systems,
Inc.’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 13, 2010.