As
filed with the Securities and Exchange Commission on October 3, 2019
Registration
Statement No. 333-225626
Registration
Statement No. 333-206080
Registration
Statement No. 333-185085
Registration
Statement No. 333-185084
Registration
Statement No. 333-144709
Registration
Statement No. 333-134142
Registration
Statement No. 333-134138
Registration
Statement No. 333-87973
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Post-Effective
Amendment No. 1
To
FORM
S-8
REGISTRATION
STATEMENT NO. 333-225626
REGISTRATION
STATEMENT NO. 333-206080
REGISTRATION
STATEMENT NO. 333-185085
REGISTRATION
STATEMENT NO. 333-185084
REGISTRATION
STATEMENT NO. 333-144709
REGISTRATION
STATEMENT NO. 333-134142
REGISTRATION
STATEMENT NO. 333-134138
AND
Post-Effective
Amendment No. 2
To
FORM
S-8
REGISTRATION
STATEMENT NO. 333-87973
UNDER
THE
SECURITIES ACT OF 1933
I.D.
SYSTEMS, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
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22-3270799
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(State
or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S.
Employer
Identification
Number)
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I.D.
Systems, Inc.
123
Tice Boulevard
Woodcliff
Lake, New Jersey 07677
(201)
996-9000
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
I.D.
SYSTEMS, INC. 2018 INCENTIVE PLAN
I.D.
SYSTEMS, INC. 2015 EQUITY COMPENSATION PLAN
I.D.
Systems, Inc. 2009 Non-Employee Director Equity Compensation Plan, AS AMENDED
I.D.
Systems, Inc. 2007 Equity Compensation Plan, AS AMENDED
I.D.
Systems, Inc. 401(k)
Plan
1999
STOCK OPTION PLAN, AS AMENDED
1999
DIRECTOR OPTION PLAN
1995
NON QUALIFIED STOCK OPTION PLAN
(Full
Title of Plan)
Ned
Mavrommatis
Chief
Financial Officer
I.D.
Systems, Inc.
123
Tice Boulevard
Woodcliff
Lake, New Jersey 07677
(201)
996-9000
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
With
a copy to:
Jeffrey
Spindler, Esq.
Olshan
Frome Wolosky LLP
1325
Avenue of the Americas
New
York, New York 10019
Telephone:
(212) 451-2300
Facsimile:
(212) 451-2222
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer [ ]
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Accelerated
filer [ ]
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Non-accelerated
filer [X]
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Smaller
reporting company [X]
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Emerging
growth company [ ]
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
[ ]
DEREGISTRATION
OF SECURITIES
This
post-effective amendment (the “Post-Effective Amendment”), filed by I.D. Systems, Inc., a Delaware corporation (“I.D.
Systems” or the “Company”), relates to the following Registration Statements on Form S-8 (collectively, the
“Registration Statements”), filed with the U.S. Securities and Exchange Commission (the “SEC”) by I.D.
Systems:
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Registration
Statement No. 333-225626 filed with the SEC on June 14, 2018 pertaining to the registration of 1,500,000 shares of the Company’s
common stock, par value $0.01 per share (the “Common Stock”), pursuant to the I.D. Systems, Inc. 2018 Incentive
Plan.
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Registration
Statement No. 333-206080 filed with the SEC on August 4, 2015 pertaining to the registration of 1,200,000 shares of the Company’s
Common Stock pursuant to the I.D. Systems, Inc. 2015 Equity Compensation Plan.
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Registration
Statement No. 333-185085 filed with the SEC on November 21, 2012 pertaining to the registration of 500,000 shares of the Company’s
Common Stock pursuant to the I.D. Systems, Inc. 2007 Equity Compensation Plan, as amended, and 300,000 shares of the Company’s
Common Stock pursuant to the I.D. Systems, Inc. 2009 Non-Employee Director Equity Compensation Plan, as amended.
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Registration
Statement No. 333-185084 filed with the SEC on November 21, 2012 pertaining to the registration of 200,000 shares of the Company’s
Common Stock pursuant to the I.D. System’s 401(k) Plan.
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Registration
Statement No. 333-144709 filed with the SEC on July 19, 2007 pertaining to the registration of 2,000,000 shares of the Company’s
Common Stock pursuant to the I.D. Systems, Inc. 2007 Equity Compensation Plan.
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Registration
Statement No. 333-134142 filed with the SEC on May 15, 2006 pertaining to the registration of 1,000,000 shares of the Company’s
Common Stock pursuant to the 1999 Stock Option Plan of I.D. Systems, Inc.
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Registration
Statement No. 333-134138 filed with the SEC on May 15, 2006 pertaining to the registration of 300,000 shares of the Company’s
Common Stock pursuant to the 1999 Director Option Plan of I.D. Systems, Inc.
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Registration
Statement No. 333-87973 filed with the SEC on September 28, 1999, as amended by the Post-Effective Amendment No. 1 filed with
the SEC on July 20, 2001, pertaining to the registration of 3,362,500 shares of the Company’s Common Stock pursuant
to the 1995 Non-Qualified Stock Option Plan of I.D. Systems, Inc., 1999 Stock Option Plan, as amended, of I.D. Systems, Inc.
and the 1999 Director Option Plan of I.D. Systems, Inc.
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On
October 3, 2019, pursuant to the Agreement and Plan of Merger, dated as of March 13, 2019 (the “Merger Agreement”),
by and among I.D. Systems, PowerFleet, Inc., a Delaware corporation and formerly a wholly-owned subsidiary of I.D. Systems (“Parent”),
Pointer Telocation Ltd., a public company limited by shares formed under the laws of the State of Israel (“Pointer”),
Powerfleet Israel Holding Company Ltd., a private company limited by shares formed under the laws of the State of Israel and a
wholly-owned subsidiary of Parent (“Pointer Holdco”), and Powerfleet Israel Acquisition Company Ltd., a private company
limited by shares formed under the laws of the State of Israel and a wholly-owned subsidiary of Pointer Holdco (“Pointer
Merger Sub”), Pointer Merger Sub merged with and into Pointer, with Pointer surviving as a direct, wholly-owned subsidiary
of Pointer Holdco and an indirect, wholly-owned subsidiary of Parent, in exchange for consideration consisting of $8.50 in cash
and 1.272 shares of common stock of Parent, per ordinary share of Pointer.
Also
on October 3, 2019, in connection with the Merger Agreement, and pursuant to the Investment and Transaction Agreement, dated as
of March 13, 2019, as amended by Amendment No. 1 thereto dated as of May 16, 2019 and Amendment No. 2 thereto dated as of June
27, 2019 (the “Investment Agreement”), by and among I.D. Systems, Parent, PowerFleet US Acquisition Inc., a Delaware
corporation and a wholly-owned subsidiary of Parent (“I.D. Systems Merger Sub”), and ABRY Senior Equity V, L.P. and
ABRY Senior Equity Co-Investment Fund V, L.P., affiliates of ABRY Partners II, LLC, I.D. Systems reorganized into a new holding
company structure by merging I.D. Systems Merger Sub with and into I.D. Systems, with I.D. Systems surviving as a wholly-owned
subsidiary of Parent.
As
a result of the transactions contemplated by the Merger Agreement and the Investment Agreement, Parent became a publicly traded
corporation, and former I.D. Systems stockholders and former Pointer shareholders now own common stock of Parent. In connection
therewith, I.D. Systems has terminated all offerings of its securities pursuant to the Registration Statements.
In
accordance with an undertaking made by I.D. Systems in each Registration Statement to remove from registration, by means of a
post-effective amendment, any securities which remain unsold at the termination of the offering, I.D. Systems hereby deregisters
and removes from registration all securities reserved for issuance and registered under each Registration Statement that remain
unsold as of the date hereof. The Registration Statements are each hereby amended, as appropriate, to reflect the deregistration
of such securities.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to its Registration Statements
on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Woodcliff Lake, State of
New Jersey on the 3rd day of October, 2019.
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I.D. SYSTEMS, INC.
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By:
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/s/
Ned Mavrommatis
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Name:
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Ned
Mavrommatis
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Title:
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Chief
Financial Officer
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