Delaware
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22-3270799
|
|
(State
or other jurisdiction
|
(I.R.S.
employer
|
|
of
incorporation or organization)
|
identification
number)
|
Title
of Securities
to
be Registered
|
Amount
to be
Registered
|
Proposed
Maximum
Offering
Price
per Share
|
Proposed
Maximum
Aggregate
Offering
Price
|
Amount
of
Registration
Fee
|
common
stock, par value $.01 per share
|
300,000
shares (1)
|
(2)
|
$6,232,402
(2)
|
$667
|
254,185
shares (3)
|
$20.99
(4)
|
$5,335,344
(4)
|
||
45,815
shares (5)
|
$19.58
(6)
|
$
897,058 (6)
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(1)
|
The
registrant previously registered 300,000 shares of common stock,
par value
$.01 per share, of the registrant (“Common Stock”) underlying stock
options under the 1999 Director Option Plan of I.D. Systems, Inc.
pursuant
to a Registration Statement on Form S-8 (File No. 333-87973) filed
with
the Securities and Exchange Commission on September 28, 1999. This
registration statement is being filed with the Securities and Exchange
Commission to register 300,000 additional shares of
Common Stock, which may be issued upon exercise of stock options
under the
1999 Director Option Plan of I.D. Systems, Inc., as amended and restated
effective as of June 4, 2004 (the “Plan”), of which 45,815 shares may be
issued upon the exercise of stock options that have been issued under
the
Plan and 254,185 shares may be issued upon the exercise of stock
options
that may be issued under the
Plan.
|
(2)
|
The
proposed maximum offering price per share and the proposed maximum
aggregate offering price are based on (i) estimates in accordance
with
Rule 457(c) and Rule 457(h)(1) of the Securities Act of 1933, as
amended
(the “Securities Act”), with respect to 254,185 shares of Common Stock,
which may be issued upon the exercise of stock options that may be
issued
under the Plan, and (ii) calculations in accordance with Rule 457(h)(1)
of
the Securities Act, with respect to 45,815 shares of Common Stock,
which
may be issued upon the exercise of stock options that have been issued
under the Plan. See Footnote Nos. 4 and 6 below.
|
(3)
|
Represents
an aggregate of 254,185 shares of Common Stock of the 300,000 shares
of
Common Stock with respect to which this registration statement relates,
which may be issued upon the exercise of stock options that may be
issued
under the Plan.
|
(4)
|
Estimated,
in accordance with Rule 457(c) and Rule 457(h)(1) of the Securities
Act,
solely for the purpose of calculating the registration fee. The proposed
maximum offering price per share and the proposed maximum aggregate
offering price are based on the average of the high and low prices
for a
share of Common Stock on the Nasdaq National Market on May 12, 2006,
which
is within five days prior to the date of this registration
statement.
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(5)
|
Represents
an aggregate of 45,815 shares of Common Stock of the 300,000 shares
of
Common Stock with respect to which this registration statement relates,
which may be issued upon exercise of stock options that have been
issued
under the Plan.
|
(6)
|
Calculated
in accordance with Rule 457(h)(1) of the Securities Act. The proposed
maximum offering price per share and the proposed maximum aggregate
offering price have been calculated based on the weighted-average
of the
exercise price of the stock options that have been granted under
the
Plan.
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I.D. SYSTEMS, INC. | ||
|
|
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By: | /s/ Jeffrey M. Jagid | |
By:
Jeffrey M. Jagid
Chief
Executive Officer
(Principal
Executive Officer)
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Name
|
Title
|
Date
|
/s/
Jeffrey M. Jagid
|
Chief
Executive Officer and Director (Principal Executive
Officer)
|
May
15, 2006
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Jeffrey
M. Jagid
|
||
/s/
Kenneth S. Ehrman
|
President,
Chief Operating Officer and Director
|
May
15, 2006
|
Kenneth
S. Ehrman
|
||
/s/
Ned Mavrommatis
|
Chief
Financial Officer (Principal Financial and Accounting
Officer)
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May
15, 2006
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Ned
Mavrommatis
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||
/s/
Beatrice Yormark
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Director
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May
15, 2006
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Beatrice
Yormark
|
||
/s/
Lawrence Burstein
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Director
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May
15, 2006
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Lawrence
Burstein
|
||
/s/
Michael Monaco
|
Director
|
May
15, 2006
|
Michael
Monaco
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Exhibit
Number
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Description
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4.1
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Amended
and Restated Certificate of Incorporation of I.D. Systems,
Inc.
(incorporated
herein by reference to the I.D. Systems, Inc.’s Form SB-2 filed with the
SEC on June 30, 1999).
|
4.2
|
Amended
and Restated By-Laws of I.D. Systems,
Inc. (incorporated herein by Reference to I.D. Systems, Inc.’s Form SB-2
filed
with
the SEC on June 30, 1999).
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4.3
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1999
Director Option Plan of I.D. Systems, Inc., as amended and
restated.
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5.1
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Opinion
of Lowenstein Sandler PC.
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23.1
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Consent
of Independent Registered Public Accounting Firm.
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23.2
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Consent
of Lowenstein Sandler PC (contained in Exhibit 5.1).
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24.1
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Power
of Attorney (included on the signature page of this registration
statement)
|