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) DECEMBER 30, 2005
EMRISE CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 001-10346 77-0226211
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
9485 HAVEN AVENUE, SUITE 100, RANCHO CUCAMONGA, CALIFORNIA 91730
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (909) 987-9220
NOT APPLICABLE
(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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Effective December 30, 2005, the board of directors and compensation
committee of Emrise Corporation ("Emrise") granted ten-year options to purchase
up to an aggregate of 625,000 shares of Emrise common stock to 33 officers,
directors and employees. The options vested immediately and have an exercise
price of $2.00 per share. The closing sale price of a share of Emrise common
stock on December 29, 2005 was $1.14.
The options granted included non-qualified options to purchase 35,000
shares of Emrise common stock granted to each of Laurence P. Finnegan, Jr. and
Otis W. Baskin, who are Emrise's two non-employee directors. The options granted
also included incentive stock options to purchase 50,000 shares of Emrise common
stock granted to each of: Carmine T. Oliva, Emrise's Chairman, Chief Executive
Officer and President; Randolph D. Foote, Emrise's Chief Financial Officer; and
Graham Jefferies, Emrise's Chief Operating Officer.
Emrise's general forms of incentive and non-qualified stock options for
its Amended and Restated 2000 Stock Option Plan are attached as exhibits to this
Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Shell Company Transactions.
Not applicable.
(d) Exhibits.
Number Description
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10.1 Form of Incentive Stock Option Agreement under
Amended and Restated 2000 Stock Option Plan
10.2 Form of Non-Qualified Stock Option Agreement under
Amended and Restated 2000 Stock Option Plan
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.
Date: January 4, 2006 EMRISE CORPORATION
By: /s/ RANDOLPH D. FOOTE
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Randolph D. Foote, Chief Financial Officer
EXHIBITS FILED WITH THIS REPORT
Number Description
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10.1 Form of Incentive Stock Option Agreement under Amended and Restated
2000 Stock Option Plan
10.2 Form of Non-Qualified Stock Option Agreement under Amended and Restated
2000 Stock Option Plan