0001104659-17-070325.txt : 20171124 0001104659-17-070325.hdr.sgml : 20171124 20171124160520 ACCESSION NUMBER: 0001104659-17-070325 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171121 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing FILED AS OF DATE: 20171124 DATE AS OF CHANGE: 20171124 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ITERIS, INC. CENTRAL INDEX KEY: 0000350868 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 952588496 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08762 FILM NUMBER: 171221536 BUSINESS ADDRESS: STREET 1: 1700 CARNEGIE AVENUE STREET 2: SUITE 100 CITY: SANTA ANA STATE: CA ZIP: 92705 BUSINESS PHONE: 949-270-9400 MAIL ADDRESS: STREET 1: 1700 CARNEGIE AVENUE STREET 2: SUITE 100 CITY: SANTA ANA STATE: CA ZIP: 92705 FORMER COMPANY: FORMER CONFORMED NAME: ITERIS HOLDINGS INC DATE OF NAME CHANGE: 20031107 FORMER COMPANY: FORMER CONFORMED NAME: ODETICS INC DATE OF NAME CHANGE: 19920703 8-K 1 a17-27545_18k.htm 8-K

 

 

UNITED STATES

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):  November 21, 2017

 

ITERIS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-08762

 

95-2588496

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

1700 Carnegie Avenue, Suite 100, Santa Ana, California

 

92705

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (949) 270-9400

 

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:

 

o            Written communications pursuant to Rule 425 under the Securities Act

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company o

 

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 13(a) of the Exchange Act. o

 

 

 


 

Item 3.01                                           Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

(c)   On November 21, 2017, Iteris, Inc. (the “Company”) received a Letter of Reprimand (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) relating to a period of noncompliance by the Company with Nasdaq Listing Rule 5606(c)(2)(A) (the “Rule”), which requires the Company to have an Audit Committee comprised of at least three independent directors, each of whom must not have participated in the preparation of the financial statements of the Company at any time during the past three years. The Letter noted that while serving as the Company’s interim Chief Executive Officer from February 2015 through September 2015, Dr. Kevin C. Daly signed the certifications to the financial statements in the Company’s public reports during that period.  As such, Dr. Daly was deemed to have participated in the preparation of the Company’s financial statements and therefore not independent.  On October 31, 2017, the Board of Directors (the “Board”) of the Company approved a change to the composition of the Audit Committee of the Board by replacing Dr. Daly with Scott E. Deeter, an existing independent director of the Company.

 

In determining to issue the Letter and close this matter, the Nasdaq Staff concluded that (i) the Company has not demonstrated a pattern of non-compliance; (ii) once the compliance issue was brought to the Company’s attention, it was cured in a prompt and effective matter, and (iii) the Staff believes that the Company inadvertently violated the Rule.

 

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SIGNATURE

 

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.

 

Dated: November 24, 2017

 

 

ITERIS, INC.,

 

a Delaware corporation

 

 

 

 

 

 

 

By:

/S/ JOE BERGERA

 

 

Joe Bergera,

 

 

Chief Executive Officer and President

 

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