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): May 2, 2008
I.D.
SYSTEMS, INC.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
001-15087
|
22-3270799
|
|
(State
Or Other
|
(Commission
|
(IRS
Employer
|
|
Jurisdiction
Of
|
File
Number)
|
Identification
No.)
|
|
Incorporation)
|
|
|
|
One
University Plaza, Hackensack, NJ
|
07601
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
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
3.01. Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of
Listing.
On
May 2,
2008, Beatrice Yormark, a director of I.D. Systems, Inc. (the "Company"), passed
away due to complications related to a cerebral hemorrhage. Ms. Yormark served
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 of Directors of the Company (the "Board"). The Company
has initiated procedures to fill the vacancies created by Ms. Yormark's passing
in accordance with the time periods prescribed by Nasdaq, as discussed
below.
In
accordance with Nasdaq Marketplace Rules 4350(c)(1) and 4350(d)(4), on May
5,
2008, the Company notified Nasdaq that as a result of Ms. Yormark's recent
passing and the resulting vacancy on each of the Board and the Audit Committee
of the Board, (i) a majority of the Board is not comprised of independent
directors as required by Nasdaq Marketplace Rule 4350(c)(1), and (ii) the Audit
Committee of the Board consists of two directors, and not three independent
directors as required by Rule 4350(d)(2). As a result, the Company is not in
compliance with Nasdaq Marketplace Rules 4350(c)(1) and 4350(d)(2).
On
May 6,
2008, the Company received a Nasdaq Staff Deficiency Letter indicating that
as a
result of Ms. Yormark's passing, the Company is not in compliance with the
independent director and audit committee requirements for continued listing
set
forth in the Nasdaq Marketplace Rule 4350. In accordance with Nasdaq Marketplace
Rules 4350(c)(1) and 4350(d)(4), the Company must regain compliance with the
independent director and audit committee requirements set forth in the Nasdaq
Marketplace Rule 4350 by the earlier of its next annual shareholder meeting
or
May 2, 2009; provided, however, that if the annual shareholder meeting occurs
before October 29, 2008, the Company shall instead have until October 29, 2008
to regain compliance. The Company's common stock continues to trade on the
Nasdaq National Market.
The
Nominating Committee of the Board has commenced a search for an independent
director who will qualify to serve on each of the Board and the Audit Committee
of the Board.
The
Company issued a press release announcing the passing of Ms. Yormark and the
Company's non-compliance with the independent director and audit committee
requirements set forth in the Nasdaq Marketplace Rule 4350. The full text of
the
press release is attached hereto as Exhibit 99.1.
Item
5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
As
discussed in Item 3.01 of this Current Report on Form 8-K, on May 2, 2008,
Beatrice Yormark, a director of the Company passed away due to complications
related to a cerebral hemorrhage. The Nominating Committee of the Board has
commenced a search for an independent director who will qualify to serve on
each
of the Board and the Audit Committee of the Board.
The
Company issued a press release announcing the passing of Ms. Yormark and the
Company's non-compliance with the independent director and audit committee
requirements set forth in the Nasdaq Marketplace Rule 4350. The full text of
the
press release is attached hereto as Exhibit 99.1.
Item
9.01. Financial Statements and
Exhibits.
| |
(d)
|
Exhibits
|
| |
|
|
| |
|
Exhibit
99.1 - Press release, dated May 6,
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.
| |
|
|
| |
I.D. SYSTEMS,
INC. |
|
|
|
| |
By: |
/s/ Ned Mavrommatis |
| |
Name:
Ned Mavrommatis |
| |
Title: Chief Financial Officer |
| |
|
|
Date: May
6, 2008
|
|