-----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, Eb1aJsArWuztj2VgLMCH31daVYZgqoRiTehJhstgQ1gFZTE1qyA7dMcaY8uhcYrp vkMS6bI2U4cs4ZcW/Ka8TA== 0001209191-05-052474.txt : 20051014 0001209191-05-052474.hdr.sgml : 20051014 20051014193358 ACCESSION NUMBER: 0001209191-05-052474 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051007 FILED AS OF DATE: 20051014 DATE AS OF CHANGE: 20051014 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KITT BARRY M CENTRAL INDEX KEY: 0001165244 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10346 FILM NUMBER: 051139838 BUSINESS ADDRESS: STREET 1: 4965 PRESTON PARK BLVD. STREET 2: SUITE 240 CITY: PLANO STATE: TX ZIP: 75093 BUSINESS PHONE: 9729852121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PINNACLE FUND L P CENTRAL INDEX KEY: 0000915861 STATE OF INCORPORATION: TX FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10346 FILM NUMBER: 051139839 BUSINESS ADDRESS: STREET 1: 12900 PRESTON RD STE 420 CITY: DALLAS STATE: TX ZIP: 75230 3 1 bod29402_bod1pfl.xml MAIN DOCUMENT DESCRIPTION X0202 3 2005-10-07 0 0000854852 Emrise CORP ERI 0000915861 PINNACLE FUND L P 4965 PRESTON PARK BLVD. SUITE 240 PLANO TX 75093 0 0 1 0 0001165244 KITT BARRY M 4965 PRESTON PARK BLVD. SUITE 240 PLANO TX 75093 0 0 1 0 Common Stock, par value $0.0033 per share 4243210 D Warrant to purchase common stock 1.73 2010-01-03 Common Stock 625000 D Barry M. Kitt exercises investment discretion and control over the shares of common stock of the Issuer held by The Pinnacle Fund, L.P., a Texas limited partnership ("Pinnacle"). Mr. Kitt may be deemed to be the beneficial owner of the shares of common stock beneficially owned by Pinnacle. Mr. Kitt hereby disclaims beneficial ownership of the shares of common stock reported herein to the extent of his direct or indirect pecuniary interest therein, and this Form 3 shall not be deemed to be an admission that Mr. Kitt is the beneficial owner of the shares of common stock reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or for any other purpose. This Form 3 is filed on behalf of Pinnacle and Barry M. Kitt. Pinnacle Advisers, L.P. ("Advisers") is the general partner of Pinnacle. Pinnacle Fund Management, LLC ("Management") is the general partner of Advisers. Mr. Kitt is the sole member of Management. Pinnacle is the record and beneficial owner of 4,243,210 shares of common stock of the Issuer. Mr. Kitt, in his capacity as sole member of Management may be deemed to be the indirect beneficial owner of such shares. Per share. The Warrant to purchase common stock is not presently exercisable. The number of shares of common stock underlying the Warrant that may be acquired upon the exercise of the Warrant is limited to insure that, following such exercise, the total number of shares of common stock then beneficially owned by Pinnacle and its affiliates and other persons whose beneficial ownership of common stock would be aggregated with Pinnacle's for purposes of Section 13(d) of the Exchange Act, does not exceed 9.999% of the total number of issued and outstanding shares of common stock of the Issuer. Mr. Kitt, in his capacity as sole member of Management, may be deemed to be the indirect beneficial owner of the shares underlying the warrant. /s/ Barry M. Kitt (on behalf of The Pinnacle Fund, L.P.), sole member of Pinnacle Fund Management, LLC, the general partner of Pinnacle Advisers, L.P., the general partner of The Pinnacle Fund, L.P. 2005-10-14 /s/ Barry M. Kitt 2005-10-14 -----END PRIVACY-ENHANCED MESSAGE-----