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):  August 30, 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 5.07Submission of Matters to a Vote of Security Holders.

The annual meeting of stockholders of EMRISE Corporation (the “Company”) was held on August 30, 2010 (the “Annual Meeting”).  The total number of shares represented at the Annual Meeting in person or by proxy was 9,393,013 of the 10,213,412 shares of common stock outstanding and entitled to vote at the Annual Meeting.

The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against/withheld, as well as the number of abstentions and broker non-votes, as to such matter, where applicable, are set forth in the table below.  With respect to the election of Laurence P. Finnegan, Jr. as a Class II director to serve a three-year term on the Company’s Board of Directors, Mr. Finnegan received the number of votes set forth opposite his name.

	Number of Votes
	Votes For	Votes Against /Withheld	Abstentions	Broker Non-Votes
Approval and adoption of the Stock Purchase Agreement, dated as of June 7, 2010, by and among Aeroflex Incorporated and EMRISE Electronics Corporation relating to the sale of all of the issued and outstanding shares of common stock of Advanced Control Components, Inc. (“ACC”) and all of the issued and outstanding shares of common stock of Custom Components, Inc., an 80% owner of ACC (the “Purchase Agreement”)	6,160,212	18,513	30,349	3,183,939
Election of Laurence P. Finnegan, Jr.	3,542,632	2,666,442	3,183,939	—
Ratification of BDO USA, LLP, the Company’s independent registered public accountant, to audit the Company’s consolidated financial statements for 2010	9,296,294	5,801	90,918	—

On the basis of the above votes, (i) the proposal to approve and adopt the Purchase Agreement was adopted, (ii) Laurence P. Finnegan, Jr. was duly elected as a Class II director, and (iii) the proposal to ratify the selection of BDO USA, LLP as the Company’s independent registered public accountant to audit its consolidated financial statements for 2010 was adopted.

2

Item 8.01Other Events.

On August 30, 2010, the Company issued a press release regarding the approval by the Company’s stockholders of the proposed sale of ACC.

A copy of the Company’s press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.	Description
99.1	Press Release issued by the Company, dated August 30, 2010.

3

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: August 30, 2010		EMRISE CORPORATION
	By:	/s/ D. John Donovan
		D. John Donovan
		Chief Financial Officer

4

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by the Company, dated August 30, 2010.

5

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:
EMRISE Corporation	Allen & Caron, Inc
Brandi Festa	Rene Caron (investors)
Director of Finance and	Len Hall (media)
Administration	(949) 474-4300
(732) 389-0355	rene@allencaron.com
bfesta@emrise.com	len@allencaron.com

EMRISE ANNOUNCES STOCKHOLDERS APPROVE PENDING SALE OF ADVANCED CONTROL COMPONENTS, INC. (ACC)

Approximately 99% of Shares Voted on ACC Proposal

Cast in Favor of Sale of ACC

Eatontown, NJ (August 30, 2010) — EMRISE CORPORATION (NYSE Arca:ERI), a multi-national manufacturer of defense, aerospace and industrial electronic devices and communications equipment, today announced that its stockholders voted at the Company’s Annual Meeting of Stockholders to approve the pending sale of its Advanced Control Components, Inc., (ACC) subsidiary to Plainview, NY-based Aeroflex, Incorporated.

The EMRISE 2010 Annual Meeting of Stockholders was held today as scheduled at 11:30 A.M. Eastern Time at the Staybridge Suites in Eatontown, NJ.   A quorum of stockholders was present in person or by proxy and 9.4 million shares, or 92 percent of the total common shares outstanding, were present at the meeting with approximately 60 percent of the outstanding shares being voted in favor of approving the sale of ACC to Aeroflex.  There were 6,160,212 votes for the proposal, 18,513 votes against the proposal, 30,349 votes that abstained, and 3,183,939 broker non-votes.

The other proposals to be voted on at the meeting were also approved including the election of Laurence P. Finnegan, Jr. as a Class II director to serve a three-year term on the Company’s Board of Directors and the ratification of the selection of BDO USA, LLP as the Company’s independent registered public accountant to audit its consolidated financial statements for 2010.

The Company indicated that, subject to the remaining closing conditions being met, which are described below, it expects to close the pending sale of ACC as early as August 31, 2010 and pay off all but $3.8 million of its total debt of approximately $16.5 million owed to its principal lender and the former ACC shareholders.

EMRISE Chairman and Chief Executive Officer Carmine T. Oliva said, “With the approval of the sale of ACC to Aeroflex, we reached another critical milestone in our strategy to pay off all but a small portion of our total outstanding debt to our principal lender and to the former shareholders of ACC.   Assuming the transactions to sell ACC and pay down of the debt close as expected, we will immediately begin to execute our previously announced strategy to grow the Company organically and to facilitate possible strategic transactions, which we believe will add value for our stockholders.”

Closing Conditions

Under the terms of the binding stock purchase agreement to sell ACC previously announced on June 7, 2010, the clause allowing for cancellation of the agreement without cause by either party became effective on August 1, 2010.  The closing of the ACC transaction, which has now been approved by the Company’s stockholders, remains subject to the stock purchase agreement not being cancelled by EMRISE or the buyer of ACC, obtaining the consent of the Company’s senior lender and the former shareholders of ACC, (both of which have been received pending final documentation), and other customary closing conditions.  The closing of the Transaction will satisfy the final milestone under the Company’s credit agreement with its senior lender.  Although the company believes it will be successful in meeting the closing conditions described above, no assurances can be made in this regard.

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. The use of its network products in network timing and synchronization in edge networks is a primary growth driver for the Company’s Communications Equipment business segment. The use of its power supplies, RF and microwave signal processing devices and subsystems in on-board in-flight entertainment and communications systems is a primary growth driver for the Company’s Electronic Devices business segment. 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 throughout the U.S., 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 the continued effectiveness of the stock purchase agreement and/or the ability to meet all other closing conditions to sell ACC, closing the sale transaction shortly, or at all, the ability to pay down a large majority of debt, obtaining an extension from the Company’s senior lender beyond August 31, 2010, if needed, expanding the company and enhancing stockholder value, are all forward looking statements within the meaning of the Private Securities Litigation Reform Act.  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, whether the new credit facility and intercreditor documentation can be successfully completed on a timely basis, whether the buyer of ACC will choose to terminate the stock purchase agreement before closing, whether the Company can successfully negotiate any further needed extensions to its credit facility with its lender, if needed, unforeseen factors that might prevent the closing, the ability to complete additional strategic initiatives, the terms, conditions and timing of such events, whether such events will result in the ability of EMRISE to eliminate a large majority of its debt; whether these efforts will result in increasing value for its stockholders and other stakeholders; unforeseen technical issues, unforeseen changes in customer demand, unforeseen delays in receipt of materials from our vendors, inability of our products to meet customer specifications, changes in the economic, industry or political climate that may negatively impact demand for our future products. The Company refers you to those factors contained in the “Risk Factors” Section of EMRISE’s Form 10-K for the year ended December 31, 2009, Form 10-Q for the quarterly period ended June 30, 2010, its Current Reports on Form 8-K filed in recent months, and other EMRISE filings with the SEC.

#  #  #