-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gmx/fSrmz4ElnYObRk6dGUzk1zltdvQZWKferTPe6XGXyHGfpdVktmSe2JXGGqeb EXJyAR12ynOjmZa2veexrw== 0001179110-04-008120.txt : 20040415 0001179110-04-008120.hdr.sgml : 20040415 20040415142056 ACCESSION NUMBER: 0001179110-04-008120 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040415 FILED AS OF DATE: 20040415 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ITERIS HOLDINGS INC CENTRAL INDEX KEY: 0000350868 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 952588496 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 1515 S MANCHESTER AVE CITY: ANAHEIM STATE: CA ZIP: 92802 BUSINESS PHONE: 7147745000 FORMER COMPANY: FORMER CONFORMED NAME: ODETICS INC DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MEMOLE FRANCIS CENTRAL INDEX KEY: 0001287091 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-10605 FILM NUMBER: 04735508 BUSINESS ADDRESS: STREET 1: 1515 S MANCHESTER AVE CITY: AHAHEIM STATE: CA ZIP: 92802 BUSINESS PHONE: 7147807809 3 1 edgar.xml FORM 3 - X0201 3 2004-04-15 0 0000350868 ITERIS HOLDINGS INC ITRSA.OB 0001287091 MEMOLE FRANCIS 1515 S. MANCHESTER AVE ANAHEIM CA 92802 0 1 0 0 Sr. Vice President Class A Common Stock 13984 I 401(k)/ASOP Class A Common Stock 8000 I 401(k) Schwab Class A Common Stock 500 D Option Right to Buy 4.625 2008-01-09 Class A Common Stock 2000 D Option became exercisable in a series of three (3) successive equal annual installments upon Optionee's completion of each year of service over the three (3) year period measured from the vesting commencement date. /s/ Francis Memole 2004-04-15 EX-24 3 ex24memole.txt POWER OF ATTORNEY POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints James Miele, Jack Johnson, Abbas Mohaddes, Greg Miner, and members of or persons associated with Dorsey & Whitney LLP, and each of them, his true and lawful attorney-in-fact to: (1) Execute for and on behalf of the undersigned, in the undersigned's capacity as a director of Iteris Holdings, Inc. (the "Company"), any and all Forms 3, 4, and 5 required to be filed by the undersigned in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 and timely file such Form or Forms with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in- fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion. The undersigned hereby grants to each such attorney- in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is the Company hereby assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 15 day of April 2004. /s/ Francis Memole PowerOfAttorney404 -----END PRIVACY-ENHANCED MESSAGE-----