<PAGE>
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
JULY 17, 2000
Date of Report (Date of earliest event reported)
NUMEREX CORP.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 0-22920 11-2948749
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
1600 PARKWOOD CIRCLE
SUITE 200
ATLANTA, GEORGIA 30339
(770) 693-5950
(Address of principal executive offices, including zip code,
and telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS.
On July 17, 2000, NUMEREX CORP. completed a repurchase of 500,000 of its
shares of common stock from Kenneth Manser, a former director and founding
shareholder, at a price of $8.00 per share.
In connection with the repurchase, Mr. Manser agreed to a lock-up on the
disposition of his remaining shares, and granted NUMEREX CORP. a right of first
refusal with respect to additional sales of shares.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
99.1 Press release dated August 1, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
NumereX Corp. has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
NUMEREX CORP.
By: /S/ PETER J. QUINN
--------------------------------
Peter J. Quinn
Chief Financial Officer
Date: July 31, 2000
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PRESS RELEASE
INVESTOR RELATIONS
770-693-5950
FOR IMMEDIATE RELEASE
NUMEREX REPURCHASES STOCK FROM
RETIRED DIRECTOR
ATLANTA, GA (AUGUST 1, 2000) - NUMEREX CORP. (NASDAQ: NMRX), today filed a
Form 8-K with the SEC announcing the repurchase of 500,000 shares of its
common stock from a former director and founding shareholder following his
retirement, at a price of $8.00 per share. In connection with the repurchase,
the Company was granted a lock-up for a negotiated period and a right of first
refusal on the disposition of additional sale of shares.
Stratton J. Nicolaides, Chairman and CEO, stated, "This transaction is viewed
as a timely and attractive opportunity in the best interest of our
stockholders and consistent with the Company's view of enhancing shareholder
value."
NumbereX is a technology company comprised of operating subsidiaries that
develop and market a wide range of communications and information products
and services. The Company's primary focus is wireless communication and
information products and services utilizing proprietary network technologies.
Through its two major business units, the Company offers products and
services in wireless communications through Cellemetry-Registered Trademark-
and Data1Source-TM- and digital multimedia networking through PowerPlay-TM-.
These services enable customers around the globe to monitor and move
information for a variety of applications, ranging form home and business
security to distance learning networks. In addition, NumereX offers wireline
alarm security equipment and services, as well as telecommunications network
operational support systems, equipment and services.
For more information on NumereX, please visit our Web Site at www.nmrx.com.
STATEMENTS CONTAINED IN THIS PRESS RELEASE THAT ARE NOT HISTORICAL FACT ARE
"FORWARD-LOOKING" STATEMENTS AND INVOLVE IMPORTANT RISKS AND UNCERTAINTIES.
SUCH RISKS AND UNCERTAINTIES, WHICH ARE DETAILED IN NUMBEREX'S FILINGS WITH
THE SECURITIES AND EXCHANGE COMMISSION, COULD CAUSE NUMEREX'S RESULTS TO
DIFFER MATERIALLY FROM CURRENT EXPECTATIONS AS EXPRESSED IN THIS PRESS
RELEASE.
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