Attached files

file filename
EX-99.1 - PRESS RELEASE SEPT 27 2011 HOLCOMBE - NUMEREX CORP /PA/ex99.htm

 
 

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): September 27, 2011

NUMEREX CORP.
(Exact Name of Issuer as Specified in Charter)
 

 
   Pennsylvania     0-22920  11-2948749  
                           --------------                                   ------------                                --------------  
             (State or other jurisdiction                   (Commission File Number)                          (I.R.S. Employer  
                  of incorporation)                            Identifiction No.)  
 

                                           

1600 Parkwood Circle
Suite 500
Atlanta, Georgia
-------------------
(Address of principal executive offices)

30339
-----
(Zip code)

(770) 693-5950
--------------
(Registrant's telephone number, including area code)

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:

[ ]
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 5.02.
 
  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
  Officers; Compensatory Arrangements of Certain Officers
 
On September 27, 2011, the Board of Directors (the “Board”) of Numerex Corp. (the “Company”) increased the size of the Board from six persons to seven persons and, upon the recommendation of the Nominating and Corporate Governance Committee, appointed Mr. Tony Holcombe as a new director, effective October 1, 2011.   Mr. Holcombe was appointed to fill the vacancy created by the increase in the size of the Board and will serve as director with a term expiring at the Company’s 2012 annual meeting of stockholders. The Board appointed           Mr. Holcombe to the Nominating and Corporate Governance Committee.

Mr. Holcombe will receive an initial grant of 5,711 shares of restricted stock valued at $31,753.16 and will be eligible to receive the standard director compensation previously established by the Board’s Compensation Committee and provided to other non-employee directors.  Additional information regarding such compensatory arrangements may be found under the caption “Director Compensation” in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on April 8, 2011.  Other than being eligible to receive such director compensation, Mr. Holcombe did not enter into any material plan, contract, or arrangement in connection with his election as director.

There are no arrangements or understandings with any other person pursuant to which Mr. Holcombe was elected as a director.  There are no transactions between Mr. Holcombe and the Company that would require disclosure under Item 404(a) of Regulation S-K. 

On September 27, the Company issued a press release regarding Mr. Holcombe’s election.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.   Financial Statements and Exhibits.

(d)       Exhibits.
   
          99.1
      Press Release dated September 27, 2011
   
   
 

 
 

 


SIGNATURES

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.



                                                                                     NUMEREX CORP.
 
 
 
 
Date:   October 3, 2011                                             /s/ Alan B. Catherall                                           
                                                                                     Alan B. Catherall
                                                                             Chief Financial Officer
 


 
 

 

Exhibit Index

   
99.1
Press Release dated September 27, 2011