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 (earliest event reported):  November 19, 2008

EMRISE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-10346	77-0226211
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	file number)	Identification No.)

9485 Haven Avenue, Suite 100

Rancho Cucamonga, California 91730

(Address of principal executive offices) (Zip code)

(909) 987-9220

(Registrant’s telephone number, including area code)

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 (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 19, 2008, EMRISE Corporation (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware effectuating a 1-for-3.75 reverse split (the “Reverse Split”) of the Company’s outstanding common stock effective as of November 19, 2008.  The number of authorized shares of common stock and their par value, and the other terms of the Company’s common stock, were not affected by the Reverse Split. A copy of the Certificate of Amendment is attached to this as Exhibit 3.1 to this report.

On November 20, 2008, the Company issued a press release regarding the Reverse Split. A copy of the press release is attached as Exhibit 99 to this report and incorporated herein by reference.

Item 9.01	Financial Statements and Exhibits
(d)	Exhibits:

Exhibit No.	Description
3.1	Certificate of Amendment to Certificate of Incorporation of EMRISE Corporation, filed on November 19, 2008.
99	Press Release

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SIGNATURES

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 thereunto duly authorized.

	EMRISE CORPORATION
Dated: November 20, 2008	By:	/s/ D. JOHN DONOVAN
		D. John Donovan, Vice President of Finance and Administration (principal financial officer)

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INDEX TO EXHIBITS ATTACHED TO THIS REPORT

Exhibit No.	Description
3.1	Certificate of Amendment of Amended and Restated Certificate of Incorporation of EMRISE Corporation, filed on November 19, 2008.
99	Press Release

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EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
EMRISE CORPORATION
a Delaware corporation

The undersigned, Carmine T. Oliva, hereby certifies that:

1.	He is the president and Chief Executive Officer of EMRISE Corporation, a Delaware corporation (the
“Corporation”).
2.	Article IV of the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by
deleting the existing first paragraph and replacing it in its entirety with the following:
	The corporation is authorized to issue one class of capital stock to be designated “Common Stock” and another class of capital stock to be designated “Preferred Stock.” The total number of shares of Common Stock that the corporation is authorized to issue is one hundred fifty million (150,000,000), with a par value of $.0033 per share. The total number of shares of Preferred Stock that the corporation is authorized to issue is ten million (10,000,000), with a par value of $.01 per share.
	Effective as of November 19, 2008, each 3.75 issued and outstanding shares of Common Stock at such time shall be automatically reclassified and changed into One (1) share of Common Stock, without any action by the holder thereof, provided, however, that fractional shares shall be rounded up to the nearest whole share.
3.	The foregoing amendment to the Amended and Restated Certificate of Incorporation of the Corporation has been
duly adopted in accordance with the provisions of Sections 242 of the General Corporation Law of the State of Delaware by the directors and stockholders of the corporation.

I further declare under penalty of perjury under the laws of the State of Delaware that the matters set forth in this certificate are true and correct of my own knowledge.

Dated as of November 19, 2008

/s/ Carmine T. Oliva

Carmine T. Oliva, President and Chief Executive Officer

EX-99

Exhibit 99

	EMRISE
NEWS	CORPORATION
	9485 Haven Avenue Suite 100
	Rancho Cucamonga, CA 91730
	(909) 987-9220 · (909) 987-5186
	www.emrise.com
FOR IMMEDIATE RELEASE
CONTACT:	Allen & Caron Inc
John Donovan	Rene Caron (investors) Len Hall (media)
Vice President Finance and Administration	949-474-4300
(909) 987-9220 ext. 3201	rene@allencaron.com
jdonovan@emrise.com	len@allencaron.com

EMRISE CORPORATION COMPLETES REVERSE SPLIT OF COMMON STOCK

RANCHO CUCAMONGA, Calif.—November 20, 2008—EMRISE CORPORATION (NYSE Arca: ERI), a multi-national manufacturer of defense and aerospace electronic devices and communications equipment, today announced that it completed the 1-for-3.75 reverse split of its common stock after the closing of the markets on November 19, 2008.

Beginning today, the Company’s shares will trade on the NYSE Arca exchange on a split-adjusted basis under its existing trading symbol “ERI”.

EMRISE’s Board of Directors implemented the reverse split with the objectives of retaining the Company’s listing on the NYSE Arca exchange and reducing the number of outstanding shares to a more appropriate level for the Company.  The Company’s stockholders approved the reverse split at a special meeting of stockholders held on November 6, 2008.

EMRISE’s Chief Executive Officer, Carmine T. Oliva, remarked: “Since the beginning of the year, we have achieved a number of goals that we expect will strengthen stockholder value, including organic sales growth, higher gross margins, expense control, quarterly profitability and positive cash flow. The acquisition we closed in August is already generating incremental revenue and accretive earnings. By going ahead with this reverse split, we expect to retain our listing on NYSE Arca which we believe will enable us to more effectively increase and broaden awareness of EMRISE and its potential with a larger audience of investors. Our third-quarter results indicate we are on the right track and we believe that we will achieve continued improvement in the fourth quarter of 2008 and in 2009.”

After taking into account the reverse stock split, the Company now has approximately 10 million shares of common stock outstanding.  Terms of the Company’s outstanding warrants and options have been adjusted accordingly.

Stockholders of record on November 20, 2008, will be sent instructions for exchanging their existing stock certificates for new stock certificates.  All fractional shares resulting from the reverse split will be rounded up to the nearest whole share.  Stockholders with shares held in street name with a brokerage firm will have their accounts adjusted by their respective brokers.  Stockholders should not destroy any stock certificates and should not submit any certificates to the Company’s transfer agent until requested to do so.  Questions regarding this exchange process can be addressed by contacting the Company’s transfer agent, Computershare, at (800) 546-5141.

About EMRISE Corporation

EMRISE designs, manufactures and markets electronic devices, sub-systems and equipment for aerospace, defense, industrial and communications markets. EMRISE products perform key functions such as power supply and power conversion; RF and microwave transmission; digital and rotary switching; network access and timing and synchronization of communications networks. Primary growth driver applications for EMRISE products include commercial avionic “In-Flight Entertainment and Communications” products and communications “Network Timing and Synchronization” equipment. EMRISE serves customers in North America, Europe and Asia through operations in the United States, England, France and Japan. The Company has built a worldwide base of customers including all of the Fortune 100 in the U.S. that do business in markets served by EMRISE and many similar-size companies in Europe and Asia. For more information go to www.emrise.com

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

With the exception of historical information, the matters discussed in this press release, including without limitation EMRISE’s ability to retain its listing on the NYSE Arca exchange, ability to strengthen shareholder value, including organic sales growth, higher gross margins, expense control, quarterly profitability and positive cash flow, ability to more effectively increase and broaden awareness of EMRISE and its potential with a larger audience of investors, and the ability to achieve continued improvement in the fourth quarter of 2008 and into 2009 are all forward-looking statements that involve a number of risks and uncertainties. The actual future results of EMRISE CORPORATION could differ from those statements.  Factors that could cause or contribute to such differences include, but are not limited to, failure of EMRISE stock to achieve a price in excess of $1.00 per share and/or failure to remain above this level for at least 30 trading days following the reverse split, failure to remain above the minimum listing standard price of $1.00 after the initial 30 trading days following the reverse split, the reduction in shares not being perceived by the investment community as an appropriate number of shares outstanding, failure to realize higher value for shareholders, failure to improve sales, gross margins, control expenses, improve quarterly profitability, or improve cash flow, failure to increase or broaden awareness of EMRISE in the investment community, failure to make further and stronger progress in fourth quarter, failure to continue growth trends into 2009 and those factors contained in the “Risk Factors” Section of the Company’s Form 10-K for the year ended December 31, 2007, and other Company filings.

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