As
filed with the Securities and Exchange Commission on October 3, 2019
Registration
No. 333-217968
Registration
No. 333-116144
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
Post-Effective
Amendment No. 1
To
FORM
S-3
REGISTRATION
STATEMENT NO. 333-217968
REGISTRATION
STATEMENT NO. 333-116144
UNDER
THE SECURITIES ACT OF 1933
I.D.
SYSTEMS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of
incorporation
or organization)
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22-3270799
(I.R.S.
Employer
Identification
No.)
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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)
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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.
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Olshan
Frome Wolosky LLP
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1325
Avenue of the Americas
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New
York, New York 10019
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Telephone:
(212) 451-2300
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Facsimile:
(212) 451-2222
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Approximate
date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not
sold pursuant to this Registration Statement.
If
the only securities being registered 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: [ ]
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
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [ ]
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. [ ]
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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[ ]
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Non-accelerated
filer [X]
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Smaller
reporting company
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[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-3 (collectively, the
“Registration Statements”), filed with the U.S. Securities and Exchange Commission (the “SEC”) by I.D.
Systems:
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●
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Registration
Statement No. 333-217968 filed with the SEC on May 12, 2017 pertaining to the registration
of up to $60,000,000 of common stock, preferred stock, warrants, debt securities and
units of the Company.
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●
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Registration
Statement No. 333-116144 filed with the SEC on June 3, 2004, as amended by Amendment
No. 1 filed with the SEC on June 29, 2004, pertaining to the registration of 200,000
shares of the Company’s common stock underlying warrants and 25,000 shares of the
Company’s common stock.
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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 hereby amended, as appropriate, to reflect the deregistration of
such securities.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Company certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment to its Registration Statements on Form S-3 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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