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 6, 2005
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EMRISE CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 1-10346 77-0226211
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
9485 HAVEN AVENUE, SUITE 100, RANCHO CUCAMONGA, CA 91730
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (909) 987-9220
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NOT APPLICABLE
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(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 Instruction 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))
ITEM 8.01. OTHER EVENTS.
On May 6, 2005, we held a special stockholders' meeting. The total
number of outstanding votable shares was 37,334,705. Our stockholders
were asked to consider and vote upon the following three proposals:
(1) Amendment of 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) Amendment of our certificate of incorporation in order to clarify
the mechanics of our classified board.
(3) Amendment and restatement of our certificate of incorporation in
order to modernize and conform the certificate of incorporation to current
Delaware corporate law and practices.
Results of the vote were as follows:
Proposal For Against Withheld Total Voted
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(1) 29,541,554 1,397,690 30,513 30,969,757
(2) 21,478,130 810,286 46,010 22,334,426
(3) 21,947,419 354,004 33,003 22,334,426
As a result, proposals 1 and 3 were approved by our stockholders.
Due to the supermajority voting requirement that applied to proposal 2,
proposal 2 did not receive sufficient affirmative votes for approval.
We filed an amended and restated certificate of incorporation with
the Secretary of State of Delaware on May 9, 2005 to reflect the
stockholders' approval of proposals 1 and 3. A copy of the amended and
restated certificate of incorporation is included in Item 9.01 of this
Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
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Not applicable.
(b) Pro Forma Financial Information.
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Not applicable.
(c) Exhibits.
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Number Description
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10.1 Amended and Restated Certificate of Incorporation of
Emrise Corporation filed with the Secretary of State of
Delaware on May 9, 2005
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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.
Dated: May 18, 2005
EMRISE CORPORATION
By: /s/ CARMINE T. OLIVA
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Carmine T. Oliva, Chief Executive Officer
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