0001209191-11-035136.txt : 20110617
0001209191-11-035136.hdr.sgml : 20110617
20110617093417
ACCESSION NUMBER: 0001209191-11-035136
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20110616
FILED AS OF DATE: 20110617
DATE AS OF CHANGE: 20110617
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Shen Fei
CENTRAL INDEX KEY: 0001456700
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31783
FILM NUMBER: 11917151
MAIL ADDRESS:
STREET 1: 3775 NORTH FIRST STREET
CITY: SAN JOSE
STATE: CA
ZIP: 95134
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: RAE SYSTEMS INC
CENTRAL INDEX KEY: 0001084876
STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829]
IRS NUMBER: 770588488
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3775 NORTH FIRST STREET
CITY: SAN JOSE
STATE: CA
ZIP: 95134
BUSINESS PHONE: 408-952-8200
MAIL ADDRESS:
STREET 1: 3775 NORTH FIRST STREET
CITY: SAN JOSE
STATE: CA
ZIP: 95134
FORMER COMPANY:
FORMER CONFORMED NAME: NETTAXI INC
DATE OF NAME CHANGE: 19990422
4
1
doc4.xml
FORM 4 SUBMISSION
X0303
4
2011-06-16
1
0001084876
RAE SYSTEMS INC
RAE
0001456700
Shen Fei
3775 NORTH FIRST STREET
SAN JOSE
CA
95134
0
1
0
0
VP China Business Operations
Common Stock
2011-06-16
4
S
0
23717
2.25
D
0
D
Nonqualified Stock Option
3.75
2011-06-16
4
J
0
40000
0.00
D
2007-05-17
2011-06-16
Common Stock
40000
0
D
Nonqualified Stock Option
3.07
2011-06-16
4
J
0
40000
0.00
D
2006-03-31
2011-06-16
Common Stock
40000
0
D
Nonqualified Stock Option
2.89
2011-06-16
4
J
0
100000
0.00
D
2008-04-19
2011-06-16
Common Stock
100000
0
D
Nonqualified Stock Option
1.40
2011-06-16
4
S
0
50000
0.85
D
2009-05-08
2011-06-16
Common Stock
50000
0
D
Nonqualified Stock Option
1.055
2011-06-16
4
S
0
80000
1.195
D
2003-05-31
2011-06-16
Common Stock
80000
0
D
Nonqualified Stock Option
0.98
2011-06-16
4
S
0
50000
1.27
D
2010-05-01
2011-06-16
Common Stock
50000
0
D
Nonqualified Stock Option
0.0807
2011-06-16
4
S
0
10174
2.1693
D
2002-08-30
2011-06-16
Common Stock
10174
0
D
Nonqualified Stock Option
0.0807
2011-06-16
4
S
0
18544
2.1693
D
2002-08-30
2011-06-16
Common Stock
18544
0
D
$2.25 is the consideration for the merger with an affiliate of Vector Capital.
Cancellation of out-of-the-money stock option upon closing of the merger.
Vested over four years from grant date, which is one year prior to the Exercisable Date.
Under the Merger Agreement, vesting is accelerated for all unvested shares as of the Closing Date.
The price equals $2.25 (the merger consideration) less the exercise price.
Fei Shen by Power-of-Attorney
2011-06-17
EX-24.4_382966
2
poa.txt
POA DOCUMENT
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned's hereby makes, constitutes
and appoints ________ as the undersigned's true and lawful attorney-in-fact,
with full power and authority as hereinafter described on behalf of and in the
name, place and stead of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including
any amendments thereto) with respect to the securities of __________________, a
_________ corporation (the "Company"), with the United States Securities and
Exchange Commission, any national securities exchanges and the Company, as
considered necessary or advisable under Section 16(a) of the Securities Exchange
Act of 1934 and the rules and regulations promulgated thereunder, as amended
from time to time (the "Exchange Act");
(2) seek or obtain, as the undersigned's representative and on the undersigned's
behalf, information on transactions in the Company's securities from any third
party, including brokers, employee benefit plan administrators and trustees, and
the undersigned hereby authorizes any such person to release any such
information to the undersigned and approves and ratifies any such release of
information; and
(3) perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or desirable for and on behalf of the undersigned
in connection with the foregoing.
The undersigned acknowledges that:
(1) this Power of Attorney authorizes, but does not require, such
attorney-in-fact to act in their discretion on information provided to such
attorney-in-fact without independent verification of such information;
(2) any documents prepared and/or executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney will be in such form and will
contain such information and disclosure as such attorney-in-fact, in his or her
discretion, deems necessary or desirable;
(3) neither the Company nor such attorney-in-fact assumes (i) any liability for
the undersigned's responsibility to comply with the requirement of the Exchange
Act, (ii) any liability of the undersigned for any failure to comply with such
requirements, or (iii) any obligation or liability of the undersigned for profit
disgorgement under Section 16(b) of the Exchange Act; and
(4) this Power of Attorney does not relieve the undersigned from responsibility
for compliance with the undersigned's obligations under the Exchange Act,
including without limitation the reporting requirements under Section 16 of the
Exchange Act.
The undersigned hereby gives and grants the foregoing attorney-in-fact full
power and authority to do and perform all and every act and thing whatsoever
requisite, necessary or appropriate to be done in and about the foregoing
matters as fully to all intents and purposes as the undersigned might or could
do if present, hereby ratifying all that such attorney-in-fact of, for and on
behalf of the undersigned, shall lawfully do or cause to be done by virtue of
this Limited Power of Attorney.
This Power of Attorney shall remain in full force and effect until revoked by
the undersigned in a signed writing delivered to such attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this _______ day of ___________, ___________.
_________________________________
Signature
_________________________________
Print Name
STATE OF
COUNTY OF
On this ___________ day of ____________, ______________, ________________
personally appeared before me, and acknowledged that s/he executed the foregoing
instrument for the purposes therein contained.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
_________________________________
Notary Public
_________________________________
My Commission Expires: