AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE __, 2004
REGISTRATION NO. 333-116144
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM S-3/A
(Amendment No. 1)
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------------
I.D. SYSTEMS, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 11-2953972
------------------------------------ ----------------------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
ONE UNIVERSITY PLAZA
HACKENSACK, NEW JERSEY 07601
(201) 996-9000
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(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
JEFFREY M. JAGID
CHIEF EXECUTIVE OFFICER
I.D. SYSTEMS, INC.
ONE UNIVERSITY PLAZA
HACKENSACK, NEW JERSEY 07601
(201) 996-9000
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(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
MITCHELL S. NUSSBAUM, ESQ.
LOEB & LOEB LLP
345 PARK AVENUE
NEW YORK, NY 10154
(212) 407-4000
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Approximate date of commencement of proposed sale to public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box. |_|
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_| ____________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_| ______________________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
CALCULATION OF REGISTRATION FEE
-------------------------------
--------------------------------------------------------------------------------
Title of
Each Class Proposed Proposed Amount
of Securities Maximum Maximum of
to be Amount to Offering Price Aggregate Registration
Registered be Registered per Share Offering Price Fee
------------- ------------- -------------- -------------- ------------
Common Stock,
par value
$.01 per share 25,000 $14.81(1) $370,250 $46.91
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(1) Calculated pursuant to Rule 457(c) on the basis of the average of the bid
and asked price on the Nasdaq SmallCap Market on June 25, 2004.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
SUBJECT TO COMPLETION, DATED JUNE __, 2004
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES NOR MAY IT ACCEPT OFFERS TO
BUY THESE SECURITIES UNTIL THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE IN WHICH THE OFFER OR
SALE IS NOT PERMITTED.
PROSPECTUS
25,000 SHARES
I.D. SYSTEMS, INC.
COMMON STOCK
This prospectus relates to the sale of 25,000 shares of I.D. System's
common stock by the selling stockholder named herein. The selling stockholder
will receive all of the net proceeds from the sale of the shares.
The address and telephone number of I.D. System's principal executive
offices are:
One University Plaza
Hackensack, New Jersey, 07601
(201) 996-9000
Our common stock currently is quoted on the Nasdaq SmallCap Market
under the symbol "IDSY." The last reported bid price of our common stock on the
Nasdaq SmallCap Market on June 28, 2004 was $15.11.
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD
CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE CAPTION "RISK FACTORS" ON
PAGE 3 OF THIS PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this Prospectus is June __, 2004
Table of Contents
PAGE
Summary........................................................................2
Risk Factors...................................................................3
Special Information About Forward-Looking Statements...........................5
Use of Proceeds................................................................6
Selling Stockholders...........................................................6
Plan of Distribution...........................................................7
Description of Securities......................................................7
Legal Matters..................................................................8
Experts........................................................................8
Indemnification For Securities Act Liabilities.................................9
Where You Can Find More Information About Us...................................9
1
SUMMARY
We were incorporated in Delaware in 1993. We are a leading provider of
advanced wireless solutions for tracking, managing, and securing enterprise
assets. Our patented RF (radio frequency) technology and proprietary software,
The Wireless Asset Net(TM) System, enables real-time, automated, cost-effective
monitoring, control, and analysis of a broad range of objects. Our solutions can
benefit users by reducing operating costs, increasing security and revenues,
improving safety, enhancing service, and increasing profits. Our customers
include American Axle, Archer Daniels Midland, Avis Rent A Car System, Inc.,
Daimler Chrysler, Deere & Co., Ford Motor Company, Hallmark Cards, Target
Corporation, 3M Company, Walgreen Co., the U.S. Navy, the U.S. Postal Service,
and the U.S. Transportation Security Administration, among others.
The primary hardware components of our system are wireless programmable
"Asset Communicators" installed on each asset and one or more fixed-position
"System Monitors" which form a coverage area. These devices communicate with
each other via low-power radio frequency transmissions with no ongoing
communication costs.
Asset Communicators are miniature programmable computers that provide
significantly more functionality than conventional asset tracking "RFID tags".
For example, Asset Communicators can control access, detect asset
movement/location, monitor asset utilization, provide two-way text messaging,
and store a large amount of dynamic, configurable asset data. The firmware in
the devices can also be readily customized to meet specific customer needs.
The system does not require a central or controlling computer to make
decisions. Asset Communicators and System Monitors make decisions autonomously,
which significantly reduces the overall system cost and improves system
reliability. System Monitors incorporate a computer network connection as well
as a two-way radio frequency transceiver, and are capable of linking to both the
mobile assets being monitored and to management software on the network.
We design and implement software as well as hardware. Our modular
software systems are user-friendly, utilizing a robust database platform, a
Windows-style browser-based graphical user interface and options for both
client-server and web-based delivery.
EXECUTIVE OFFICES
Our executive offices are located at One University Plaza, Hackensack,
New Jersey 07601. Our telephone number is 201-996-9000. Our corporate website
address is: www.id-systems.com.
2
You should read the entire prospectus and any documents incorporated by
reference carefully before purchasing our common stock. In this prospectus,
"I.D. Systems," "we," "us" and "our" refer to the business that is owned and
conducted by I.D. Systems, Inc. and its subsidiaries and not to the selling
stockholders.
RISK FACTORS
BEFORE YOU BUY SHARES OF OUR COMMON STOCK, YOU SHOULD BE AWARE THAT
THERE ARE VARIOUS RISKS ASSOCIATED WITH THE PURCHASE OF OUR COMMON STOCK. YOU
SHOULD CONSIDER CAREFULLY THESE RISK FACTORS, TOGETHER WITH ALL OF THE OTHER
INFORMATION IN THIS PROSPECTUS AND ALL DOCUMENTS INCORPORATED BY REFERENCE,
BEFORE YOU DECIDE TO PURCHASE SHARES OF OUR COMMON STOCK. THE TRADING PRICE OF
OUR COMMON STOCK COULD DECLINE DUE TO ANY OF THESE RISKS, AND YOU MAY LOSE ALL
OR PART OF YOUR INVESTMENT. YOU SHOULD ALSO REFER TO THE OTHER INFORMATION
CONTAINED IN THIS PROSPECTUS, INCLUDING THE DOCUMENTS WE INCORPORATE BY
REFERENCE UNDER "WHERE YOU CAN FIND MORE INFORMATION ABOUT US".
THE MARKET FOR OUR TECHNOLOGY MIGHT NOT DEVELOP, CAUSING OUR REVENUES TO
DECREASE
Our success is highly dependent on the continued market acceptance of
our wireless monitoring and tracking system. The market for wireless monitoring
and tracking products and services is new and rapidly evolving. We are not
certain that our future target customers will purchase our wireless monitoring
and tracking system. Additionally, we cannot assure you that the market for
wireless monitoring and tracking technology will continue to emerge or become
sustainable. If the market for our products fails to grow, develops more slowly
than we expect or becomes saturated with competing products or services, then
our revenues will not increase and our financial condition will be materially
adversely affected.
OUR CONCENTRATION OF REVENUE TO ONE MAJOR CUSTOMER, FORD MOTOR COMPANY, MAY
ADVERSELY AFFECT OUR BUSINESS IF FORD DECIDES TO DISCONTINUE PURCHASING OUR
PRODUCTS.
During 2003, net sales to our largest customer, Ford Motor Company,
represented 58% of total revenue and 54% of our accounts receivable as of
December 31, 2003. Our revenue and our profitability would be adversely affected
if this customer ceased purchasing from us. We would have no guarantee that we
would be able to replace the loss of such revenue with existing or new customers
or in a timely manner to avoid an adverse financial impact to our business.
WE MAY BE UNABLE TO MEET OUR FUTURE CAPITAL REQUIREMENTS, LIMITING OUR ABILITY
TO DEVELOP AND EXPAND OPERATIONS
Based on our current estimates, we believe that we have sufficient cash
to continue operations for at least the next 12 months. Unplanned expenses or
development opportunities may require us to raise additional capital. We cannot
be certain that additional financing will be available when we require it and to
the extent that we require it. If additional funds are unavailable to us, or are
not available to us on acceptable terms, we may be unable to fund our expansion,
develop or enhance our products or respond to competitive pressures.
IF WE RAISE ADDITIONAL CAPITAL THROUGH THE SALE OF COMMON STOCK, PREFERRED STOCK
OR CONVERTIBLE DEBT SECURITIES, THE PERCENTAGE OWNERSHIP OF OUR THEN EXISTING
STOCKHOLDERS WILL BE DILUTED
We have issued common stock, options and warrants to purchase our
common stock, and in the future we may issue additional shares of common stock,
options, warrants, preferred stock or other securities exercisable for or
convertible into our common stock. At June 1, 2004, there were warrants to
purchase 307,000 shares of common stock outstanding. Additionally, there were
options to employees and directors outstanding for the purchase of
3
approximately 2,372,619 shares of our common stock. We expect to continue to
grant employees stock options. Holders of our common stock do not have
preemptive rights. Therefore, issuances of additional securities will dilute the
percentage ownership of our stockholders.
OUR FAILURE TO PROTECT OUR PROPRIETARY TECHNOLOGY MAY IMPAIR OUR COMPETITIVE
POSITION
We believe that we have a competitive advantage due to our intellectual
property rights. Although we seek to protect our intellectual property rights
through patents, copyrights, trade secrets and other measures, we cannot be
certain that:
o we will be able to adequately protect our technology;
o our patents will not be successfully challenged by one or more
third parties, which could result in our loss of the right to
prevent others from exploiting the technology described in the
patent;
o competitors will not be able to develop similar technology
independently; and
o intellectual property laws will be adequate to protect our
intellectual property rights.
Furthermore, policing the unauthorized use of our products is
difficult, and expensive litigation may be necessary to enforce our intellectual
property rights. Accordingly, we cannot be certain that we will be able to
protect our proprietary rights against unauthorized third party copying or use.
If we are unsuccessful in protecting our intellectual property, we may lose the
technological advantage we have over competitors.
WE COULD INCUR SUBSTANTIAL COSTS DEFENDING OUR INTELLECTUAL PROPERTY FROM A
CLAIM OF INFRINGEMENT BY A THIRD PARTY
In recent years, there has been significant litigation in the United
States involving claims of alleged infringement of patents and other
intellectual property rights. We could incur substantial costs to defend any
such litigation. Although we are not currently involved in any intellectual
property litigation, we may be a party to litigation in the future as a result
of an alleged infringement of another's intellectual property. If a claim of
infringement of intellectual property rights was decided against us, we could be
required to:
o cease selling, incorporating or using products or services that
incorporate the challenged intellectual property;
o obtain from the holder of the infringed intellectual property
right a license to sell or use the relevant technology, which
license may not be available on reasonable terms; or
o redesign those products or services that incorporate such
technology.
IF WE ARE UNABLE TO KEEP UP WITH RAPID TECHNOLOGICAL CHANGE, WE MAY BE UNABLE TO
MEET THE NEEDS OF OUR CUSTOMERS
Our market is characterized by rapid technological change and frequent
new product announcements. Significant technological changes could render our
existing technology obsolete. If we are unable to successfully respond to these
developments or do not respond in a cost-effective way, we will be unable to
satisfactorily meet the needs of our customers. To be successful, we must adapt
to rapidly changing market conditions by continually improving the
responsiveness, services and features of our products and by developing new
features to meet customer needs. Our inability to meet customer needs would lead
to a loss of customers.
IF WE LOSE OUR KEY PERSONNEL OR ARE UNABLE TO RECRUIT ADDITIONAL PERSONNEL, OUR
BUSINESS MAY SUFFER
We are dependent on the continued employment and performance of our
executive officers and key employees, particularly Jeffrey M. Jagid, Chief
Executive Officer, Kenneth S. Ehrman, Chief Operating Officer, Ned Mavrommatis,
Chief Financial Officer, and Michael Ehrman, Executive Vice President of
Engineering and Frederick Muntz, Executive Vice President Sales and Marketing.
We currently do not have employment agreements with our key employees. Like
other companies in our industry, we face intense competition for qualified
personnel.
4
Many of our competitors for qualified personnel have greater resources than we
have. We cannot be certain that we will be able to maintain salaries at market
levels. Therefore, we cannot be certain that we will be successful in attracting
or retaining qualified personnel in the future.
WE MIGHT NOT BE ABLE TO OBTAIN THE SERVICES OF QUALIFIED SUBCONTRACTORS TO
PRODUCE OUR PRODUCTS LEADING TO DISRUPTION IN PRODUCTION AND DISTRIBUTION OF OUR
PRODUCTS TO OUR CUSTOMERS
In order to meet our requirements under our contracts, we rely on the
efforts and skills of subcontractors for the manufacture of our products and the
delivery of our products to our customers. There is great competition for the
most qualified and competent subcontractors. If we are unable to afford or hire
qualified subcontractors the quality of our services and products could decline.
Such conditions would limit our ability to perform our contracts with customers.
THE FEDERAL GOVERNMENT MIGHT IMPLEMENT SIGNIFICANT REGULATIONS WHICH MIGHT
REQUIRE US TO INCUR SIGNIFICANT COMPLIANCE COSTS
Our products transmit radio frequency waves, the transmission of which
is governed by the rules and regulations of the Federal Communication
Commission. Our ability to design, develop and sell our products will continue
to be subject to the rules and regulations of the Federal Communication
Commission for the foreseeable future. The implementation of unfavorable
regulations, or unfavorable interpretations of existing regulations by courts or
regulatory bodies, could require us to incur significant compliance costs, cause
the development of the affected markets to become impractical or otherwise
adversely affect our ability to produce or market our products.
IF WE ARE UNABLE TO EFFECTIVELY MANAGE OUR GROWTH WE WILL BE UNABLE TO
SUCCESSFULLY OPERATE OUR BUSINESS IN THE FUTURE
Our rapid growth has placed, and is expected to continue to place, a
significant strain on our managerial, technical, operational and financial
resources. To manage our expected growth, we will have to implement and improve
our operational and financial systems, and we will have to train and manage our
growing employee base. We will also need to maintain and expand our
relationships with customers, subcontractors and other third parties. If we are
unable to effectively manage our growth, our business may become inefficient and
we might not be able to effectively compete with competitors.
OUR NEW PRODUCTS MAY CONTAIN TECHNOLOGICAL FLAWS AND WE MAY INCUR SUBSTANTIAL
LIABILITY DUE TO THESE FLAWS
Complex technological products like ours often contain undetected
errors or failures when first introduced or when new versions of the products
are introduced. Despite our every effort to eliminate these flaws, there still
may be flaws in our new products, even after the commencement of commercial
shipments. These flaws could result in a delay of, or failure to, achieve market
acceptance of our products, which, since our products are used in business
critical applications could lead to substantial product liability claims. Such
claims could not only adversely affect our immediate financial condition, but
could permanently injure our reputation in our industry.
SPECIAL INFORMATION ABOUT FORWARD-LOOKING STATEMENTS
Some of the statements in this prospectus are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements involve certain known and unknown
risks, uncertainties and other factors which may cause our actual results,
performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by these forward-looking
statements. These factors include, among others, the factors set forth above
under "Risk Factors." The words "believe," "expect," "anticipate," "intend" and
"plan" and similar expressions identify forward-looking statements. We caution
you not to place undue reliance on these forward-looking statements. We
undertake no obligation to update or revise any forward-looking statements or
publicly announce the result of any revisions to any of the forward-looking
statements in this document to reflect future events or developments.
5
USE OF PROCEEDS
The selling stockholder is selling all of the shares covered by this
prospectus for his own account. Accordingly, we will not receive any proceeds
from the sale of the shares.
SELLING STOCKHOLDERS
The following table lists information regarding the selling
stockholder's ownership of shares of our common stock as of June 28, 2004.
Information concerning the selling stockholder may change from time to time.
The selling stockholder has not held any position nor had any
material relationship with I.D. Systems or its affiliates during the past three
years.
NUMBER OF NUMBER OF
SHARES SHARES TO BE PERCENT OF THE
BENEFICIALLY NUMBER OF BENEFICIALLY CLASS STILL
OWNED BEFORE SHARES THAT OWNED IF ALL OWNED AFTER
NAME THE OFFERING MAY BE OFFERED SHARES ARE SOLD THE OFFERING(1)
----------------------------------------------- ------------ -------------- --------------- ---------------
Jack Silver 25,000 25,000 0 0
Totals 25,000 25,000 0 0
--------------------
(1) Assumes that all of the shares of the common stock offered are sold.
6
PLAN OF DISTRIBUTION
The selling stockholder and any of his pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of his shares of
common stock in private transactions or on any stock exchange, market or trading
facility on which the shares are traded. These sales may be at fixed or
negotiated prices. The selling stockholder may use any one or more of the
following methods when selling shares:
o ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;
o block trades in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction;
o purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;
o an exchange distribution in accordance with the rules of the
applicable exchange;
o privately negotiated transactions;
o short sales;
o broker-dealers may agree with the selling stockholders to sell a
specified number of such shares at a stipulated price per share;
o a combination of any such methods of sale; and
o any other method permitted pursuant to applicable law.
The selling stockholder may also sell shares under Rule 144 of the
Securities Act, if available, rather than under this prospectus.
The selling stockholder may also engage in put options, call options,
other forms of derivative securities and other transactions in our securities
and may sell or deliver shares in connection with these transactions. The
selling stockholder may pledge his shares to his brokers under the margin
provisions of customer agreements. If the selling stockholders default on a
margin loan, his broker may, from time to time, offer and sell the pledged
shares.
Broker-dealers engaged by the selling stockholder may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling stockholder in amounts to be negotiated.
The selling stockholder and any broker-dealers that act in connection
with the sale of the shares offered hereby might be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act, and any commissions
received by such broker-dealers and any profit on the resale of the shares
offered hereby sold by them while acting as principals might be deemed to be
underwriting discounts or commissions under the Securities Act. The selling
stockholder may agree to indemnify any agent, dealer or broker-dealer that
participates in transactions involving sales of the shares offered hereby
against certain liabilities, including liabilities arising under the Securities
Act.
DESCRIPTION OF SECURITIES
GENERAL
We are authorized to issue 15,000,000 shares of common stock, par value
$.01 per share, of which 7,559,373 were issued and outstanding on June 28, 2004.
We are also authorized to issue 5,000,000 shares of preferred stock, $.01 par
value per share. No shares of preferred stock are currently outstanding.
COMMON STOCK
The holders of shares of common stock have no preemptive rights and the
shares are not subject to redemption. Holders of common stock are not entitled
to cumulative voting.
7
PREFERRED STOCK
We are authorized to issue 5,000,000 million shares of preferred stock,
in one or more classes or series as determined from time to time by the board of
directors.
The board of directors has the authority to issue shares of preferred
stock and to fix the number of shares and the relative rights, conversion
rights, voting rights and the terms of redemption, liquidation preferences and
any other preferences, special rights and qualifications of these preferred
shares, subject only to the limitations and restrictions contained in our
certificate of incorporation. No stockholder approval is needed. The board of
directors is empowered to issue preferred stock with rights that could adversely
affect the voting power or other rights of the holders of the common stock. In
the event of an issuance, the preferred stock could be utilized, under certain
circumstances, as a method of discouraging, delaying or preventing a change in
control.
CERTIFICATE OF INCORPORATION ANTI-TAKEOVER PROVISIONS
Our certificate of incorporation contains several provisions which
would delay, defer or prevent a change of control from occurring. The board of
directors has the authority to issue preferred stock without stockholder
approval with any rights or preferences the board of directors determines.
Additionally, the stockholders of I.D. Systems are not permitted to act by
written consent, and are therefore only permitted to take corporate at annual or
special meetings. Special meetings of stockholders may only be called by:
o the board of directors pursuant to a resolution adopted by a
majority of the entire board of directors, either upon motion of a
director or upon written request by the holders of at least 50% of
the voting power of all the shares of capital stock of I.D.
Systems entitled to vote in the election of directors, voting as a
single class, or
o the Chairman of the Board or the President of I.D. Systems.
In addition, the affirmative vote of at least 75% of the voting power of all the
shares of capital stock of I.D. Systems entitled to vote in the election of
directors, voting as a single class is required to amend or repeal the
provisions dealing with meetings of stockholders. These provisions make it more
difficult for someone attempting to effect a change in control to do so.
DELAWARE LAW ANTI-TAKEOVER PROVISION
We are subject to the provisions of Section 203 of the General
Corporation Law of the State of Delaware. In general, the DGCL prohibits a
publicly-held Delaware corporation from engaging in a "business combination"
with an "interested stockholder" for a period of three years after the date of
the transaction in which the person becomes an interested stockholder, unless
the business combination is approved in a prescribed manner. An "interested
stockholder" is a person who, together with affiliates and associates, owns, or
within the prior three years did own, 15% or more of the corporation's voting
stock. This provision could make it more difficult for an "interested
stockholder" to obtain control of us without the approval of the board of
directors.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for our common stock is American Stock
Transfer & Trust Company.
LEGAL MATTERS
Loeb & Loeb LLP, New York, NY, has passed upon the validity of the
securities offered hereby.
EXPERTS
Eisner LLP, our independent auditors, have audited our financial
statements included in our Annual Report on Form 10-KSB for the year ended
December 31, 2003, as set forth in their report, which is incorporated by
reference
8
in this prospectus. Our financial statements included in such annual reports are
incorporated by reference in reliance on the report of Eisner LLP, given on
their authority as experts in accounting and auditing.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Section 145 of the Delaware General Corporate Law provides, in general,
that a corporation incorporated under the laws of the State of Delaware may:
o indemnify any director, officer, employee or agent who worked
directly for it or who worked at its request for another
enterprise and was or is a party, or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, other than a derivative action by or in the right of
the corporation.
o indemnify against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably
incurred by any of the aforementioned people in connection with
the action, suit or proceeding if this person acted in good faith
and in a manner this person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, the corporation had
no reasonable cause to believe that this person's conduct was
unlawful.
o in the case of a derivative action, indemnify any person against
expenses actually and reasonably incurred by this person in
connection with the defense or settlement of the action or suit,
if this person acted in good faith and in a manner this person
reasonably believed to be in or not opposed to the best interests
of the corporation. However, no indemnification shall be made in
respect of any claim, issue or matter as to which this person
shall have been adjudged to be liable to the corporation, unless
and only to the extent that the Court of Chancery of the State of
Delaware or any other court in which the action was brought
determines that this person is fairly and reasonably entitled to
indemnity for his/her expenses.
Our certificate of incorporation authorizes us to indemnify all persons
permitted to be indemnified under Section 145 of the Delaware General Corporate
Law, by bylaws, agreements or otherwise, to the fullest extent permitted under
Delaware law.
Insofar as indemnification for liabilities arising under the securities
act may be permitted to directors, officers and controlling persons of small
business issues pursuant to the foregoing provisions, or otherwise, we have been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the securities act and
is, therefore, unenforceable.
WHERE YOU CAN FIND MORE INFORMATION ABOUT US
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference room. Our SEC filings are also available to the public from the
SEC's Website at "http://www.sec.gov."
We have filed with the SEC a registration statement on Form S-3 to
register shares of our common stock. This prospectus is part of that
registration statement and, as permitted by the SEC's rules, does not contain
all the information included in the registration statement. For further
information with respect to us and our common stock, you may refer to the
registration statement and to the exhibits and schedules filed as part of that
registration statement. You can review and copy the registration statement and
its exhibits and schedules at the public reference facilities maintained by the
SEC as described above. The registration statement, including its exhibits and
schedules, is also available on the SEC's web site.
9
This prospectus may contain summaries of contracts or other documents.
Because they are summaries, they will not contain all of the information that
may be important to you. If you would like complete information about a contract
or other document, you should read the copy filed as an exhibit to the
registration statement.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be a part of this prospectus, and information that we file later
with the SEC will automatically update or supersede this information. We
incorporate by reference the documents listed below and any future filing we
will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934:
o Annual Report on Form 10-KSB for the fiscal year ended December
31, 2003;
o Quarterly Report on Form 10-QSB for the quarter ended March 31,
2004;
o Current Report on Form 8-K filed on May 10, 2004;
o Proxy Statement dated April 30, 2004, relating to our 2003 Annual
Meeting of Stockholders; and
o the description of our common stock under the caption "Description
of Registrant's Securities to be Registered" included in the
Company's Registration Statement on Form 8-A filed on June 10,
1999 with the SEC under Section 12 of the Exchange Act, as
amended, including any amendment or report filed for the purpose
of updating such description.
We will provide to each person, including any beneficial owner, to whom
a prospectus is delivered, at no cost, upon the written or oral request of such
person, a copy of any or all of the information that has been incorporated by
reference in the prospectus, but not delivered with the prospectus. This request
must be made to us at our executive offices at One University Plaza Hackensack,
New Jersey, 07601, Attention: Ned Mavrommatis, or by calling us at (201)
996-9000.
10
======================================================== =======================================================
We have not authorized any dealer, salesperson or any
other person to give any information or to represent
anything not contained I.D. Systems, Inc. in this
prospectus. You must not rely on any unauthorized I.D. SYSTEMS, INC.
information. This prospectus does not offer to sell or
buy any shares in any jurisdiction where it is
unlawful. The information in this prospectus is
current as of June 29, 2004.
TABLE OF CONTENTS 25,000 SHARES OF
COMMON STOCK
PAGE
Summary.........................................2
Risk Factors....................................3
Special Information About
Forward-Looking Statements...................5 ------------------------
Use of Proceeds.................................6
Selling Stockholders............................6 PROSPECTUS
Plan of Distribution............................7
Description of Securities.......................7 ------------------------
Legal Matters...................................8
Experts.........................................8 JUNE __, 2004
Indemnification For Securities Act
Liabilities..................................9
Where You Can Find More
Information About Us.........................9
======================================================== =======================================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses which we will pay
in connection with the issuance and distribution of the securities being
registered on this registration statement. The selling stockholder will not
incur any of the expenses set forth below. All amounts shown are estimates.
Filing fee for registration statement................... $ 46,91
Legal fees and expenses ................................ $ 5,000
Accounting expenses..................................... $ 1,000
Miscellaneous........................................... $ 1,000
Total................................................... $7,046.91
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the DGCL provides, in general, that a corporation
incorporated under the laws of the State of Delaware, such as the registrant,
may indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding (other
than a derivative action by or in the right of the corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was unlawful. In the case of a
derivative action, a Delaware corporation may indemnify any such person against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection with the defense or settlement of such action or suit if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery of the State of
Delaware or any other court in which such action was brought determines such
person is fairly and reasonably entitled to indemnity for such expenses.
The Company's certificate of incorporation authorizes us to indemnify
all persons permitted to be indemnified under Section 145 of the Delaware
General Corporate Law, by bylaws, agreements or otherwise, to the fullest extent
permitted under Delaware law.
ITEM 16. EXHIBITS.
EXHIBIT NO. DESCRIPTION OF DOCUMENT
---------------- -----------------------------------------------------------
4.1 Form of Underwriter's Warrant Agreement, including Form of
Warrant Certificate (incorporated herein by reference to
the Company's Form SB-2 filed with the Commission on June
30, 1999).
5.1* Opinion of Loeb & Loeb LLP
23.1 Consent of Eisner LLP
23.2* Consent of Loeb & Loeb LLP (included in their opinion filed
as Exhibit 5.1)
24.1* Power of Attorney (See page II-3 of the Registration
Statement)
----------
* Previously filed with the Registration Statement on Form S-3 filed with the
Securities and Exchange Commission on June 3, 2004.
II-1
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to;
(i) include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.
(iii) include any additional or changed material information
on the plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the small
business issuer pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the SEC, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer of expenses incurred or
paid by a director, officer or controlling person of the small business issuer
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the small business issuer will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of the issue.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3/A and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Hackensack, State of New Jersey on June 29,
2004.
I.D. SYSTEMS, INC.
By: /s/ Jeffrey M. Jagid
-----------------------------------
Jeffrey M. Jagid
Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form S-3/A has been signed below by the following
persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE
---------------------------------------------- --------------------------------------- ----------------------
/s/ Jeffrey M. Jagid Chief Executive Officer and Director June 29, 2004
---------------------------------------------- (Principal Executive Officer)
Jeffrey M. Jagid
* President, Chief Operating Officer and June 29, 2004
---------------------------------------------- Director
Kenneth S. Ehrman
/s/ Ned Mavrommatis Chief Financial Officer (Principal June 29, 2004
---------------------------------------------- Financial and Accounting Officer)
Ned Mavrommatis
* Director June 29, 2004
----------------------------------------------
Beatrice Yormark
* Director June 29, 2004
----------------------------------------------
Lawrence Burstein
* Director June 29, 2004
----------------------------------------------
Michael Monaco
* By: /s/ Jeffrey M. Jagid
----------------------
Jeffrey M. Jagid
Attorney-in-fact
II-3
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF DOCUMENT
------------ ------------------------------------------------------------
4.1 Form of Underwriter's Warrant Agreement, including Form of
Warrant Certificate (incorporated herein by reference to the
Company's Form SB-2 filed with the Commission on June 30,
1999).
5.1* Opinion of Loeb & Loeb LLP
23.1 Consent of Eisner LLP
23.2* Consent of Loeb & Loeb LLP (included in their opinion filed
as Exhibit 5.1)
24.1* Power of Attorney (See page II-3 of the Registration
Statement)
----------
* Previously filed with the Registration Statement on Form S-3 filed with the
Securities and Exchange Commission on June 3, 2004.