Washington, D.C. 20549






Pursuant to Section 13 Or 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)  September 11, 2012



Image Sensing Systems, Inc.

(Exact name of registrant as specified in its charter)


Minnesota 000-26056 41-1519168
(State or other jurisdiction
of incorporation)
File Number)
(IRS Employer
Identification No.)


500 Spruce Tree Centre, 1600 University Avenue West, St. Paul, Minnesota  55104

(Address of principal executive offices)  (Zip Code)


Registrant’s telephone number, including area code  (651) 603-7700


(Former name or former address, if changed since last report.)



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 Instructions A.2. below):


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))




Section 5 – Corporate Governance and Management


Item 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


(b)      On September 11, 2012, Kenneth B. Aubrey resigned from the Board of Directors of Image Sensing Systems, Inc.





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.


  Image Sensing Systems, Inc.
Date:  September 17, 2012    
  By /s/ Gregory R. L. Smith
    Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)