UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR (g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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I.D.
Systems, Inc.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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22-3270799
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(State
of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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One
University Plaza, Hackensack, New Jersey
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07601
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(Address of principal executive
offices)
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(Zip
Code)
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Securities
to be registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Name
of each exchange on which
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to
be so registered
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each
class is to be
registered
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Preferred
Stock Purchase Rights
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NASDAQ Global
Market
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If this
form relates to the registration of a class of securities pursuant to Section
12(b) of the Exchange Act and is effective pursuant to General Instruction
A.(c), check the following box. x
If this
form relates to the registration of a class of securities pursuant to Section
12(g) of the Exchange Act and is effective pursuant to General Instruction
A.(d), check the following box. ¨
Securities
Act registration statement file number to which this form relates:
N/A
Securities
to be registered pursuant to Section 12(g) of the
Act: None
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
Item
1. Description of Registrant’s Securities to be
Registered.
On June
29, 2009, the Board of Directors of I.D. Systems, Inc. (the “Company”) declared a
dividend of one preferred stock purchase right (a “Right”) for each
outstanding share of common stock, par value $0.01 per share (the “Common Stock”), of
the Company. The dividend is payable on July 13, 2009 (the “Record Date”) to the
stockholders of record on that date. Each Right entitles the
registered holder to purchase from the Company one one-thousandth (subject to
adjustment) of a share of Series A Junior Participating Preferred Stock (a
“Preferred Stock
Unit”), par value $1.00 per share (the “Series A Preferred
Stock”), of the Company at a price of $19.47 (as the same may be
adjusted, the “Purchase
Price”). The description, terms and conditions of the Rights
are set forth in the Rights Agreement dated as of July 1, 2009 (as the same may
be supplemented or amended from time to time, the “Rights Agreement”),
between the Company and American Stock Transfer & Trust Company, LLC, as
Rights Agent (the “Rights
Agent”).
Until the
close of business on the earlier of (i) the tenth day after the first date of a
public announcement that a person or group of affiliated or associated persons
has become the Beneficial Owner (as defined in the Rights Agreement) of 15% or
more of the shares of Common Stock then outstanding on or after July 1, 2009
(such person, an “Acquiring Person”)
(other than any Exempted Entity (as defined in the Rights Agreement) or
Grandfathered Stockholder (as defined in the Rights Agreement)) or (ii) the
tenth business day (or such later date as may be determined by action of the
Board of Directors prior to such time as any person or group of affiliated or
associated persons becomes an Acquiring Person) after the date of the
commencement by any person of, or the first public announcement of the intention
of such person to commence, a tender or exchange offer the consummation of which
would result in any person becoming the Beneficial Owner of 15% or more of the
shares of Common Stock then outstanding (including for purposes of both clause
(i) and (ii), any such date that is after the date of the Rights Agreement and
prior to the issuance of the Rights) (the earlier of such dates being called the
“Distribution
Date”), the Rights will be evidenced by the Common Stock
certificates.
The
Rights Agreement provides that, until the Distribution Date, (or earlier
redemption or expiration of the Rights), the Rights will be transferable only in
connection with the transfer of Common Stock. Until the Distribution
Date (or earlier redemption or expiration of the Rights), the surrender for
transfer of any certificate for Common Stock outstanding on the Record Date,
with or without a copy of the Summary of Rights (as defined in the Rights
Agreement), will also constitute the transfer of the Rights associated with the
shares of Common Stock represented by such certificate. As soon as
practicable after the Distribution Date, the Company will send or caused to be
sent to each record holder of Common Stock as of the close of business on the
Distribution Date (other than any Acquiring Person or any person affiliated or
associated with such Acquiring Person) a separate certificate substantially in
the form of Exhibit B to the Rights Agreement (a “Right Certificate”),
evidencing one Right for each share of Common Stock held by such record
holder. As of and after the Distribution Date, the Rights will be
evidenced solely by such Right Certificate.
The
Rights Agreement is effective as of July 1, 2009. The Rights will be
exercisable on the Distribution Date. Thereafter, a registered holder
of any Right Certificate may, subject to the terms of the Rights Agreement,
exercise the Rights evidenced thereby in whole or in part upon surrender of the
Right Certificate to the Rights Agent, together with payment of the Purchase
Price for each Preferred Stock Unit (or other securities, cash or assets, as the
case may be) as to which the Rights are exercised, at any time which is both
after the Distribution Date and prior to the earliest to occur of (i) the close
of business on the Sunset Date (defined below); (ii) the time at which the
Rights are redeemed as provided in the Rights Agreement; or (iii) the time at
which such Rights are exchanged as provided in the Rights Agreement. Sunset Date is defined as
July 1, 2012, unless the Board determines within 12 months prior to such date
that July 1, 2012 shall not be the Sunset Date, then Sunset Date shall mean July
1, 2015, unless the Board determines within 12 months prior to such date that
July 1, 2015 shall not be the Sunset Date, then Sunset Date shall mean July 1,
2018, unless the Board determines within 12 months prior to such date that July
1, 2018 shall not be the Sunset Date. In the event the Board
determines that July 1, 2012, July 1, 2015 and July 1, 2018 shall not be the
Sunset Date, then “Sunset Date” will mean the close of business on the tenth
anniversary of the Record Date.
The
Purchase Price payable, and, in certain circumstances, the number of shares of
Series A Preferred Stock (or other securities, cash or assets, as the case may
be) issuable, upon exercise of the Rights are subject to adjustment from time to
time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Series A Preferred Stock;
(ii) upon the grant to holders of the Series A Preferred Stock of certain
rights, options or warrants to subscribe for or purchase Series A Preferred
Stock or securities convertible into Series A Preferred Stock at a price per
share of Series A Preferred Stock (or, if a security convertible into shares of
Series A Preferred Stock, a conversion price per share) less than the
then-current per share market price of the Series A Preferred Stock on such
grant date; or (iii) upon the distribution to holders of the Series A Preferred
Stock of evidences of indebtedness or assets (excluding regular periodic cash
dividends or dividends payable in Series A Preferred Stock) or subscription
rights or warrants (other than those referred to in clause (ii)
above). With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price.
The
Rights are also subject to adjustment in the event the Company (i) declares or
pays any dividend on the Common Stock payable in Common Stock or (ii) effects a
subdivision, combination or consolidation of the Common Stock into a greater or
lesser number of shares of Common Stock at any time after the date of the Rights
Agreement and prior to the Distribution Date.
No
fractional shares of Series A Preferred Stock will be issued (other than
fractions which are integral multiples of one one-thousandth of a share of
Series A Preferred Stock, which may, at the election of the Company, be
evidenced by depositary receipts), and, in lieu thereof, the Company will pay to
the holders of Right Certificates at the time such Rights are exercised for
shares of Series A Preferred Stock an amount in cash based on the market value
of a share of Series A Preferred Stock on the trading day immediately prior to
the date of such exercise.
Until a
Right is exercised or exchanged in accordance with the provisions of the Rights
Agreement, the holder thereof, as such, will have no rights as a stockholder of
the Company, including, without limitation, the right to vote for the election
of directors or upon any matter submitted to stockholders of the Company or to
receive dividends or subscription rights.
The
shares of Series A Preferred Stock purchasable upon exercise of the Rights will
not be redeemable. Further, each share of Series A Preferred Stock
will be entitled, when, as and if declared by the Board of Directors of the
Company, to a minimum preferential quarterly dividend payment equal to the
greater of (i) $1 per share or (b) 1,000 times the aggregate per share amount of
all cash dividends, and 1,000 times the aggregate per share amount of all
non-cash dividends declared on the Common Stock since the immediately preceding
Dividend Payment Date (as defined in Exhibit A to the Rights
Agreement). Each share of Series A Preferred Stock will entitle its
holder to 1,000 votes on all matters upon which the holders of the Common Stock
are entitled to vote. The Series A Preferred Stock will vote together
with the Common Stock. In the event of any liquidation, dissolution
or winding up of the Company, the holders of the Series A Preferred Stock will
be entitled to a minimum preferential liquidation payment of $1,000 per share
(plus an amount equal to accrued and unpaid dividends), but will be entitled to
receive an aggregate amount per share equal to 1,000 times the aggregate amount
distributed per share to holders of Common Stock. Finally, in the
event of any merger, consolidation or other transaction in which shares of
Common Stock are converted into or exchanged for other stock, securities, cash
or property, then each share of Series A Preferred Stock will be similarly
converted into or exchanged for an amount per share equal to 1,000 times the
aggregate amount of stock, securities, cash or property, as the case may be,
into which or for which each share of Common Stock was converted or
exchanged. These rights are protected by customary antidilution
provisions.
Because
of the nature of the Series A Preferred Stock’s dividend, liquidation and voting
rights, the value of a Preferred Stock Unit purchasable upon exercise of each
Right should approximate the value of one share of Common
Stock.
In the
event that, after a person or group of affiliated or associated persons becomes
an Acquiring Person, the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold (each such event, a “Merger, Consolidation or
Sale Event”), proper provision will be made so that each holder of a
Right (other than Rights beneficially owned by an Acquiring Person, which will
have become void) will thereafter have the right to receive, upon the exercise
thereof at the then-current Purchase Price, that number of shares of common
stock of the person with whom the Company has engaged in the foregoing Merger,
Consolidation or Sale Event (or its parent), which number of shares at the time
of such transaction will have a market value of two times the Purchase
Price.
Additionally,
at any time after any person or group of affiliated or associated persons
becomes an Acquiring Person and prior to the acquisition by such person or group
of persons of 50% or more of the outstanding shares of Common Stock or the
occurrence of a Merger, Consolidation or Sale Event, the Board of Directors of
the Company may exchange the Rights (other than Rights that have not become
effective or that have become void pursuant to the Rights Agreement), in whole
or in part, at an exchange ratio of one share of Common Stock (or Preferred
Stock Unit) per Right, appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date of the Rights
Agreement. The exchange of the Rights by the Board of Directors of
the Company may be made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may
establish.
In the
event that any person or group of affiliated or associated persons becomes an
Acquiring Person, subject to certain limited exceptions set forth in the Rights
Agreement, each holder of a Right, other than Rights beneficially owned by the
Acquiring Person (which will thereupon become void), will thereafter have the
right to receive upon exercise of a Right and payment of the then-current
Purchase Price, in lieu of shares of Series A Preferred Stock, that number of
shares of Common Stock having a market value of two times the Purchase
Price.
At any
time prior to the time a person or group of affiliated or associated persons
first becomes an Acquiring Person, the Board of Directors of the Company may
redeem the Rights in whole, but not in part, at a redemption price of $0.01 per
Right, appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the date of the Rights Agreement (the “Redemption
Price”). The redemption of the Rights may be made effective at
such time, on such basis and with such conditions as the Board of Directors in
its sole discretion may establish. Immediately upon any redemption of
the Rights, the right to exercise the Rights will terminate and the only right
of the holders of the Rights will be to receive the Redemption
Price.
For so
long as the Rights are then redeemable, the Company may in its sole and absolute
discretion (except (i) as provided in the Rights Agreement and (ii) with respect
to the Redemption Price) supplement or amend the Rights Agreement in any respect
without the approval of any holders of Rights. After the Rights are
no longer redeemable, the Company may (except (i) as provided in the Rights
Agreement and (ii) with respect to the Redemption Price) supplement or amend the
Rights Agreement in any respect that does not adversely affect the interests of
holders of the Rights (other than an Acquiring Person or an affiliate or
associate of an Acquiring Person).
The Form
of Certificate of Designation for the Series A Junior Participating Preferred
Stock and the Rights Agreement are filed as Exhibits 3.3 and 4.2, respectively,
to this Form 8-A and are incorporated herein by reference. A copy of
the Rights Agreement is also available free of charge from the
Company. This description of the Rights Agreement and the Rights does
not purport to be complete and is qualified by reference to the Rights
Agreement.
Item
2. Exhibits.
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3.3
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Form
of Certificate of Designation for the Series A Junior Participating
Preferred Stock (incorporated by reference to Exhibit 3.3 to I.D. Systems,
Inc.’s Current Report on Form 8-K filed July 8,
2009).
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4.2
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Rights
Agreement, dated as of July 1, 2009, between I.D. Systems, Inc. and
American Stock Transfer & Trust Company, LLC, as Rights Agent, which
includes the Form of Certificate of Designation for the Series A Junior
Participating Preferred Stock as Exhibit A, the Form of
Right Certificate as Exhibit B and the
Summary of Rights as Exhibit C (incorporated
by reference to Exhibit 4.2 to I.D. Systems, Inc.’s Current Report on Form
8-K filed July 8, 2009).
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SIGNATURE
Pursuant to the requirements of Section
12 of the Securities Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the undersigned, thereto
duly authorized.
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Date: July
8, 2009
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I.D.
SYSTEMS, INC.
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By:
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/s/ Ned Mavrommatis
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Name:
Ned Mavrommatis
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Title: Chief
Financial Officer
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