-----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, SodXve1fwfAYE5Duf6pyypoQelw45UXUdoJJJoWSvl9BWPW7oqrlCio5Efne9Nbn pgSv/3RyH2ytNKZ+HKAZBQ== 0001019687-05-000980.txt : 20050408 0001019687-05-000980.hdr.sgml : 20050408 20050408123419 ACCESSION NUMBER: 0001019687-05-000980 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050408 DATE AS OF CHANGE: 20050408 EFFECTIVENESS DATE: 20050408 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Emrise CORP CENTRAL INDEX KEY: 0000854852 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 770226211 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10346 FILM NUMBER: 05740848 BUSINESS ADDRESS: STREET 1: 9485 HAVEN AVENUE STREET 2: STE 100 CITY: RANCHO CUCAMONGA STATE: CA ZIP: 91730 BUSINESS PHONE: 9099879220 MAIL ADDRESS: STREET 1: 9485 HAVEN AVENUE STREET 2: STE 100 CITY: RANCHO CUCAMONGA STATE: CA ZIP: 91730 FORMER COMPANY: FORMER CONFORMED NAME: MICROTEL INTERNATIONAL INC DATE OF NAME CHANGE: 19951117 FORMER COMPANY: FORMER CONFORMED NAME: CXR CORP DATE OF NAME CHANGE: 19920703 DEFA14A 1 emrise_defa14a-040805.txt SCHEDULE 14a (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant |X| Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Under Rule 14a-12 EMRISE CORPORATION - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name(s) of Person(s) Filing Proxy Statement, if Other than the Registrant) Payment of Filing Fee (Check the appropriate box): |X| No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: ---------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ---------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): ---------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ---------------------------------------------------------------------- (5) Total fee paid: ---------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials: [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ---------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ---------------------------------------------------------------------- (3) Filing Party: ---------------------------------------------------------------------- (4) Date Filed: ---------------------------------------------------------------------- SUPPLEMENT TO PROXY STATEMENT DATED MARCH 10, 2005 POSTPONEMENT OF SPECIAL MEETING OF STOCKHOLDERS OF EMRISE CORPORATION The upcoming special meeting of stockholders of Emrise Corporation has been postponed. The notice of meeting, proxy statement and proxy card that were previously provided to you indicate that the meeting was scheduled for 10:00 a.m. on April 15, 2005. However, due to the temporary unavailability of our Chief Financial Officer for personal reasons, the meeting has been postponed and will be held on Friday, May 6, 2005 at 11:00 a.m. local time, at Emrise Corporation's headquarters. The following is a revised notice of special meeting of stockholders reflecting the postponement. All references in the proxy statement and proxy card to the date, time and place of the meeting should be considered to be references to the date, time and place of the postponed meeting. ------------------------------- REVISED - NOTICE OF SPECIAL MEETING OF STOCKHOLDERS to be held on May 6, 2005 NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Emrise Corporation, a Delaware corporation, will be held at our headquarters located at 9485 Haven Avenue, Suite 100, Rancho Cucamonga, California, on May 6, 2005 at 11:00 a.m. local time, for the following purposes: 1. To consider and vote upon a proposal to amend our certificate of incorporation in order to increase our authorized common stock from 50,000,000 shares to 150,000,000 shares and make clarifying changes. 2. To consider and vote upon a proposal to amend our certificate of incorporation in order to clarify the mechanics of our classified board. 3. To consider and vote upon a proposal to amend and restate our certificate of incorporation in order to modernize and conform our certificate of incorporation to current Delaware corporate law and practices. 4. To transact such other business as may properly come before the special meeting or any adjournments and postponements thereof. Our board of directors has fixed the close of business on March 7, 2005, as the record date for determining those stockholders who will be entitled to notice of and to vote at the special meeting. Only holders of our common stock at the close of business on the record date are entitled to vote at the special meeting. Stockholders whose shares are held in the name of a broker or other nominee and who desire to vote in person at the special meeting should bring with them a legal proxy. By Order of the Board of Directors, /s/ Carmine T. Oliva Carmine T. Oliva, Chief Executive Officer Rancho Cucamonga, California April 8, 2005 YOUR VOTE IS IMPORTANT WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE SIGN AND DATE THE PROXY CARD THAT ACCOMPANIED THE PROXY STATEMENT AND RETURN IT PROMPTLY. RETURNING A SIGNED PROXY CARD WILL HELP US SECURE A QUORUM AND AVOID THE EXPENSE OF ADDITIONAL PROXY SOLICITATION. IF YOU LATER DESIRE TO REVOKE YOUR PROXY FOR ANY REASON, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE PROXY STATEMENT. -----END PRIVACY-ENHANCED MESSAGE-----