Registration No. 333-
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 28, 1999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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I.D. SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-3270799
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
90 WILLIAM STREET, SUITE 402, NEW YORK, NEW YORK 10038
(Address of Principal Executive Offices) (Zip Code)
1995 NON-QUALIFIED STOCK OPTION PLAN
and
1999 STOCK OPTION PLAN
and
1999 DIRECTOR OPTION PLAN
(Full title of the plans)
JEFFREY M. JAGID, CHIEF OPERATING OFFICER
(Name and address of agent for service)
(212) 677-3800
(Telephone number, including area code, of agent for service)
WITH A COPY TO:
HENRY I. ROTHMAN, ESQ.
PARKER CHAPIN FLATTAU & KLIMPL, LLP
1211 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(212) 704-6000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities to Be Amount to Be Proposed Maximum Proposed Maximum Amount of
Registered Registered(1) Offering Price per Share Aggregate Offering Price Registration Fee
======================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, par 337,500 shares $0.80(2) $270,000(2) $ 75.06(2)
value $.01 per share
Common Stock, par 906,250 shares $1.20(2) $1,087,500(2) $302.32(2)
value $.01 per share
Common Stock, par 6,250 shares $5.938(3) $37,112.5(3) $10.32(3)
value $.01 per share
Common Stock, par 65,000 shares $7.67(2) $498,550(2) $138.60(2)
value $.01 per share
Common Stock, par 747,500 shares $5.938(3) $4,438,655(3) $1,233.95(3)
value $.01 per share
Common Stock, par 30,000 shares $7.375(2) $ 221,250(2) $61.51(2)
value $.01 per share
<PAGE>
Common Stock, par 270,000 shares $5.938(3) $1,603,260(3) $445.70(3)
value $.01 per share
======================================================================================================================
TOTAL 2,362,500 shares $2,267.46
</TABLE>
(1) Pursuant to Rule 416(b), there shall also be deemed covered hereby such
additional securities as may result from anti-dilution adjustments
under the 1995 Non-Qualified Stock Option Plan (the "1995 Plan"), 1999
Stock Option Plan (the "1999 Plan") and 1999 Director Option Plan (the
"1999 Director Plan").
(2) Estimated solely for the purpose of calculating the registration on the
basis of, pursuant to Rule 457(h); (i) with respect to outstanding
options to purchase 337,500 shares under the 1995 Plan, the exercise
price thereof of $0.80 per share; (ii) with respect to outstanding
options to purchase 906,250 shares under the 1995 Plan, the exercise
price thereof of $1.20 per share; (iii) with respect to outstanding
options to purchase 65,000 shares under the 1999 Plan, the exercise
price thereof of $7.67 per share; and (iv) with respect to
outstanding options to purchase 30,000 shares under the 1999 Director
Plan, the exercise price thereof of $7.375 per share.
(3) Calculated pursuant to Rule 457(c) and (h) based on the average of the
bid and asked prices per share of the registrant's Common Stock on The
Nasdaq SmallCap Market on September 22, 1999.
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by I.D. Systems, Inc. (the
"Company") with the Securities and Exchange Commission (the"Commission") are
incorporated herein by reference: (1) the Company's prospectus filed with the
Commission on July 2, 1999 pursuant to Rule 424 (b) of the 1934 Securities Act,
as amended, in connection with the Company's Registration Statement on Form SB-2
filed with the Commission on April 23, 1999, together with any and all
amendments thereto, in which there are audited financial statements for the
registrant's fiscal year ended December 31, 1998, (2) the Company's Quarterly
Report on Form 10-QSB for the fiscal quarter ended June 30, 1999 filed pursuant
to the Securities Exchange Act of 1934 (the "1934 Act") and (3) the description
of the Company's Common Stock contained in the Company's Registration Statement
on Form 8-A filed on June 10, 1999 under the 1934 Act, including any amendment
or report filed for the purpose of updating such description.
All documents filed subsequent to the date of this Registration
Statement pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act, prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of the filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modi fied or superseded for purposes
of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
(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, whether civil, criminal,
administrative or investigative (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
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<PAGE>
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 determines such person is fairly
and reasonably entitled to indemnity for such expenses.
The Company's Certificate of Incorporation provides that no
director of the Company shall be personally liable to the Company or to any
stockholder for monetary damages arising out of such director's breach of
fiduciary duty, except that such charter provisions may not eliminate or limit
the liability of directors for: (i) any breach of the director's duty of loyalty
to a corporation or its stockholders; (ii) any acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law;
(iii) any payment of a dividend or approval of a stock purchase or other
transaction that is illegal under Section 174 of the DGCL; or (iv) any
transaction from which the director derived an improper personal benefit. A
principal effect of this provision of the Certificate of Incorporation is to
limit or eliminate the potential liability of the Company's directors for
monetary changes arising from any breach of their duty of care, unless the
breach involves one of the four exceptions described in clauses (i) through (iv)
of the immediately preceding sentence.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit
Number
4(a) Amended and Restated Certificate of Incorporation of
the Company (Incorporated by reference to Exhibit 3.1
to the Company's Registration Statement on Form SB-2,
filed on April 23, 1999, File No. 333-1650 and all
amendments thereto (the "Registration Statement")).
4(b) Amended and Restated By-Laws of the Company
(Incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement).
5 Opinion and consent of Parker Chapin Flattau &
Klimpl, LLP, counsel to the Company, as to the
legality of the securities being offered.*
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<PAGE>
23(a) Consent of Richard A. Eisner & Company, LLP.*
23(b) Consent of Parker Chapin Flattau & Klimpl, LLP
(contained in Exhibit 5).*
24 Power of Attorney (contained in the signature page
to this registration statement).
99(a) 1995 Non-Qualified Stock Option Plan (Incorporated by
reference to Exhibit 10.5 to the Registration
Statement).
99(b) 1999 Stock Option Plan (Incorporated by reference to
Exhibit 10.6 to the Registration Statement).
99(c) 1999 Director Option Plan (Incorporated by reference
to Exhibit 10.10 to the Registration Statement).
*Filed herewith
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<PAGE>
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth 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 and 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 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, and the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be
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<PAGE>
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant 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 registrant 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 Act and will
be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
In accordance with 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 of filing on Form S-8 and authorizes this
registration statement to be signed on its behalf by the undersigned, in the
City of New York, State of New York, on September 22, 1999.
I.D. Systems, Inc.
By: /s/ Kenneth S. Ehrman
----------------------------
Kenneth S. Ehrman, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kenneth S. Ehrman and/or Jeffrey Jagid
and each of them acting alone, his true and lawful attorneys-in-fact and agents,
each with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that each said attorneys-in-fact and agents or any
of them, or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- -----
<S> <C> <C>
/s/ Kenneth S. Ehrman President (Principal Executive Officer) September 22, 1999
- --------------------- and Director
Kenneth S. Ehrman
/s/ Jeffrey M. Jagid Director September 22, 1999
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Jeffrey M. Jagid
/s/ N. Bert Loosmore Director September 22, 1999
- ----------------------
N. Bert Loosmore
/s/ Bruce Jagid Director September 22, 1999
- --------------------------
Bruce Jagid
/s/ Martin G. Rosansky Director September 22, 1999
- ----------------------
Martin G. Rosansky
/s/ Ned Mavrommatis Chief Financial Officer (Principal September 22, 1999
- ---------------------- Accounting Officer)
Ned Mavrommmatis
</TABLE>
II - 1
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EXHIBIT INDEX
Exhibit
Number
4(a) Amended and Restated Certificate of Incorporation of
the Company (Incorporated by reference to Exhibit 3.1
to the Company's Registration Statement on Form SB-2,
filed on April 23, 1999, File No. 333-1650 and all
amendments thereto (the "Registration Statement")).
4(b) Amended and Restated By-Laws of the Company
(Incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement).
5 Opinion and consent of Parker Chapin Flattau &
Klimpl, LLP, counsel to the Company, as to the
legality of the securities being offered.*
23(a) Consent of Richard A. Eisner & Company, LLP.*
23(b) Consent of Parker Chapin Flattau & Klimpl, LLP
(contained in Exhibit 5).*
24 Power of Attorney (contained in the signature page to
this registration statement).
99(a) 1995 Non-Qualified Stock Option Plan (Incorporated by
reference to Exhibit 10.5 to the Registration
Statement).
99(b) 1999 Stock Option Plan (Incorporated by reference to
Exhibit 10.6 to the Registration Statement).
99(c) 1999 Director Option Plan (Incorporated by reference
to Exhibit 10.10 to the Registration Statement).
*Filed herewith
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PARKER CHAPIN FLATTAU & KLIMPL, LLP
1211 Avenue of the Americas
New York, NY 10036
(212) 704-6000
September 24, 1999
I.D. Systems, Inc.
One Silicon Alley Plaza
90 William Street
Suite 402
New York, New York 20038
Ladies and Gentlemen:
We have acted as counsel to I.D. Systems, Inc., a Delaware corporation
(the "Company"), in connection with its filing of a registration statement on
Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the
offering of up to 2,362,500 shares (the "Shares") of common stock, par value
$.01 per share, to certain executives, directors and employees of the Company
issuable upon exercise of options that either have been, or may from time to
time be, granted by the Company under its 1995 Non-Qualified Stock Option Plan,
1999 Stock Option Plan and 1999 Director Option Plan (collectively, the
"Plans").
In our capacity as counsel to the Company, we have examined originals
or copies, satisfactory to us, of the Company's (i) Certificate of
Incorporation, (ii) By-laws (iii) resolutions of the Company's Board of
Directors and (iv) the Plans. We have also reviewed such other matters of law
and examined and relied upon such corporate records, agreements, certificates
and other documents as we have deemed relevant and necessary as a basis for the
opinion hereinafter expressed. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity with the original documents of all documents
submitted to us as copies or facsimiles. As to any facts material to such
opinion, we have, to the extent that relevant facts were not independently
established by us, relied on certificates of public officials and certificates
of officers or other representatives of the Company.
On the basis of the foregoing, we are of the opinion that the Shares,
when issued and paid for upon the exercise of options granted or to be granted
under, and in accordance with, the Plans, will be validly issued, fully paid and
non-assessable.
<PAGE>
I.D. Systems, Inc.
September 24, 1999
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ PARKER CHAPIN FLATTAU & KLIMPL, LLP
PARKER CHAPIN FLATTAU & KLIMPL, LLP
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the inclusion in this Registration Statement on Form S-8 of our
report dated April 20, 1999 (June 29, 1999 with respect to Notes B[3] and I) on
the financial statements of I.D. Systems, Inc. as of December 31, 1998 and for
the years ended December 31, 1997 and December 31, 1998.
New York, New York
September 22, 1999
