CORRESP 1 filename1.htm
 
 

 
 
July 2, 2009
 

Celeste M. Murphy, Esq., Legal Branch Chief
Jessica Plowgian, Esq., Attorney-Adviser
U.S. Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 3720
Washington, D.C.  20549
 
 
Re:
I.D. Systems, Inc.
Form 10-K for Fiscal Year Ended December 31, 2008
Filed March 16, 2009
And Documents Incorporated by Reference
File No. 001-15087
 
Dear Ms. Murphy and Ms. Plowgian:
 
 
Definitive Proxy Statement filed April 30, 2009
 
Executive Compensation, page 17
 
Grants of Plan-Based Awards, page 24
 
 
1.
We have considered your response to comment three from our letter dated June 3, 2009.  Please tell us how you calculate each financial performance objective.  Explain whether the revenue and gross margin targets consist of financial-statement line items, non-GAAP measures derived from financial-statement line items or other publicly-disclosed figures.  Please provide further analysis as to why disclosure of such financial targets for the last fiscal year would cause you competitive harm when disclosure of the performance targets will occur after the actual company revenue and gross profit have been disclosed in your Form 10-K.  In addition, we note that much of the insight that you argue disclosure of these targets will afford competitors seems to be important trend and management strategy information that is required to be disclosed in management’s discussion and analysis of financial condition and results of operation.  Therefore, please either provide us with the additional analyses we are requesting herein or disclose the performance targets and threshold levels that must be reached for payment to each executive in future filings.  Refer to Item 402(b)(2)(v) of Regulation S-K.
 
 
 
 
 
U.S. Securities and Exchange Commission
Division of Corporation Finance
Page 2
 
 
The Company’s Board of Directors and management have given further thought and consideration to Comment No. 3 of the Staff set forth in the June 3 Letter, and have discussed such comment both internally and with the Company’s advisors.  In light of the Staff’s guidance regarding the relatively new executive compensation rules and the enhanced disclosure expected with respect to all forms of executive compensation, and of the Company’s interest in enhancing the disclosure it makes to its investors, the public and the Staff, the Company will provide in its future filings with the Commission detail regarding these performance targets and threshold levels.
 
*           *           *
 
In connection with responding to your comment set forth in the June 18 Letter, the Company acknowledges that:
 
·  
the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
 
·  
Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and
 
·  
the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Please feel free to contact me at (201) 996-9000 (ext. 7733) should you wish to further discuss your comments or any of the Company’s responses thereto.
 
Very truly yours,
 
/s/ Ned Mavrommatis
 
Ned Mavrommatis
Chief Financial Officer
 
Steven E. Siesser, Esq.
Lowenstein Sandler PC
1251 Avenue of the Americas
New York, New York  10020
ssiesser@lowenstein.com