SCHEDULE 14a
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
EMRISE CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name(s) of Person(s) Filing Proxy Statement, if Other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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SUPPLEMENT TO PROXY STATEMENT DATED MARCH 10, 2005
POSTPONEMENT OF SPECIAL MEETING OF STOCKHOLDERS OF
EMRISE CORPORATION
The upcoming special meeting of stockholders of Emrise Corporation has
been postponed. The notice of meeting, proxy statement and proxy card that were
previously provided to you indicate that the meeting was scheduled for 10:00
a.m. on April 15, 2005. However, due to the temporary unavailability of our
Chief Financial Officer for personal reasons, the meeting has been postponed and
will be held on Friday, May 6, 2005 at 11:00 a.m. local time, at Emrise
Corporation's headquarters. The following is a revised notice of special meeting
of stockholders reflecting the postponement. All references in the proxy
statement and proxy card to the date, time and place of the meeting should be
considered to be references to the date, time and place of the postponed
meeting.
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REVISED - NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
to be held on May 6, 2005
NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Emrise
Corporation, a Delaware corporation, will be held at our headquarters located at
9485 Haven Avenue, Suite 100, Rancho Cucamonga, California, on May 6, 2005 at
11:00 a.m. local time, for the following purposes:
1. To consider and vote upon a proposal to amend our certificate
of incorporation in order to increase our authorized common
stock from 50,000,000 shares to 150,000,000 shares and make
clarifying changes.
2. To consider and vote upon a proposal to amend our certificate
of incorporation in order to clarify the mechanics of our
classified board.
3. To consider and vote upon a proposal to amend and restate our
certificate of incorporation in order to modernize and conform
our certificate of incorporation to current Delaware corporate
law and practices.
4. To transact such other business as may properly come before the
special meeting or any adjournments and postponements thereof.
Our board of directors has fixed the close of business on March 7, 2005, as the
record date for determining those stockholders who will be entitled to notice of
and to vote at the special meeting. Only holders of our common stock at the
close of business on the record date are entitled to vote at the special
meeting. Stockholders whose shares are held in the name of a broker or other
nominee and who desire to vote in person at the special meeting should bring
with them a legal proxy.
By Order of the Board of Directors,
/s/ Carmine T. Oliva
Carmine T. Oliva, Chief Executive Officer
Rancho Cucamonga, California
April 8, 2005
YOUR VOTE IS IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE SIGN AND
DATE THE PROXY CARD THAT ACCOMPANIED THE PROXY STATEMENT AND RETURN IT PROMPTLY.
RETURNING A SIGNED PROXY CARD WILL HELP US SECURE A QUORUM AND AVOID THE EXPENSE
OF ADDITIONAL PROXY SOLICITATION. IF YOU LATER DESIRE TO REVOKE YOUR PROXY FOR
ANY REASON, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE PROXY STATEMENT.