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): January 15, 2010

EMRISE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-10346	77-0226211
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

611 Industrial Way, Eatontown, NJ	07224
(Address of principal executive offices)	(Zip Code)

(732) 389-0355

(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 (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry into a Material Definitive Agreement.

On November 30, 2007, EMRISE Corporation (the “Company”) and certain of its subsidiaries (collectively with the Company’s subsidiaries that later became party to the agreement pursuant to that certain Amendment Number 1 to Loan Documents dated August 20, 2008, the “Borrowers”) entered into a Credit Agreement with GVEC Resource IV Inc. (the “Lender”), an affiliate of Private Equity Management Group LLC, which Credit Agreement has been amended by that certain Amendment Number 1 to Loan Documents, dated August 20, 2008, that certain Amendment Number 2 to Loan Documents, dated February 12, 2009, that certain Forbearance Agreement and Amendment Number 3 to Loan Documents, dated March 20, 2009 and amended by that certain Amendment to Forbearance Agreement and Amendment Number 3 to Loan Documents dated April 9, 2009, that certain Amendment Number 4 to Loan Documents, dated April 14, 2009, that certain Amendment Number 5 to Loan Documents, dated August 14, 2009, that certain Amendment Number 6 to Loan Documents, dated November 3, 2009, and that certain Amendment Number 7 to Loan Documents, dated November 13, 2009 (as amended, the “Credit Agreement”).

On December 31, 2009, the Company reported in a filing with the Securities and Exchange Commission that the Borrowers and the Lender had entered into a short-term forbearance agreement on December 30, 2009, whereby the Lender had agreed, among other things, to not exercise remedies with respect to any default of the financial covenants as currently in effect under the Credit Agreement until and through January 15, 2010.  On January 15, 2010, the parties agreed to extend the term of such short-term forbearance agreement until and through January 25, 2010 and to continue to negotiate the terms of a longer forbearance period during such time, contingent upon no additional events of default occurring under the Credit Agreement.  There can be no assurance that the parties will reach a satisfactory agreement.

Item 9.01Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.	Description
99.1	Press release dated January 15, 2010 announcing that EMRISE Corporation has extended an existing short term forbearance agreement.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 15, 2010		EMRISE CORPORATION
	By:	/s/ D. John Donovan
		D. John Donovan
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated January 15, 2010 announcing that EMRISE Corporation has extended an existing short term forbearance agreement.

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EX-99.1

Exhibit 99.1

	EMRISE
NEWS	CORPORATION
	611 Industrial Way
	Eatontown, NJ 07724
	(732) 389-0355 · (732) 460-0214
	www.emrise.com

FOR IMMEDIATE RELEASE

CONTACT:	Allen & Caron, Inc
John Donovan	Rene Caron (investors)
Chief Financial Officer	Len Hall (media)
(732) 387-5790	949-474-4300
jdonovan@emrise.com	rene@allencaron.com
	len@allencaron.com

EMRISE CORPORATION EXTENDS SHORT TERM FORBEARANCE

AGREEMENT WITH LENDER THROUGH JANUARY 25, 2010

EATONTOWN, NJ — January 15, 2010 — EMRISE CORPORATION (NYSE Arca: ERI) today announced that it has extended an existing short term forbearance agreement with its lender through January 25, 2010.

On December 30, 2009, EMRISE and certain of its subsidiaries entered into a short-term forbearance agreement with its lender, whereby the lender agreed, among other things, to not exercise remedies with respect to any default of the financial covenants as currently in effect under the credit agreement until and through January 15, 2010, which date, via this extension, is now modified to January 25, 2010.  Under the terms of the December 30, 2009 agreement, the lender agreed to accept a reduced monthly principal payment from the Company under the credit agreement in the amount of $150,000 (reduced from $287,000) for the month of January 2010, which EMRISE has subsequently paid.  The short-term forbearance and this extension to that agreement is contingent upon no additional events of default occurring under the credit agreement.  The parties have agreed that they will continue to negotiate the terms of a longer forbearance period.  There can be no assurance that the parties will reach a satisfactory agreement.

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; radio frequency (RF) and microwave signal processing; and network access and timing and synchronization of communications networks. Primary growth driver applications for EMRISE products include the use of its RF devices in radio-controlled improvised explosive device (RCIED) jamming systems, and the use of its Network Timing and Synchronization products in edge networks. EMRISE serves customers in North America, Europe and Asia through operations in the United States, England and France. The Company has built a worldwide base of customers including a majority 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, certain matters discussed in this press release including EMRISE’s ability to ensure that no additional events of default will occur under its credit agreement, and the ability for EMRISE to negotiate the terms of a longer forbearance period with its lender may be interpreted as forward looking statements. The actual future results of EMRISE could differ from those statements. Factors that could cause or contribute to such differences include, but are not limited to the Company’s financial performance in the fourth quarter of 2010 as it relates to previously established financial covenants in the credit agreement with its lender, the Company’s possible failure to comply with any other provisions of the credit facility with its lender, including but not limited to its requirement to make principal and interest payments as required, possible failure of the Company and its lender to come to mutually agreeable terms for a longer term forbearance agreement by January 25, 2010, or at all, and those factors contained in the “Risk Factors” Section of EMRISE’s Form 10-K for the year ended December 31, 2008, Form 10-Q for the quarterly period ended September 30, 2009, and other EMRISE filings with the Securities and Exchange Commission.