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: