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): May 12, 2017

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.)

101 Wood Avenue South, 5^th Floor

Woodbridge, NJ 08830

(Address of Principal Executive Offices)

(919) 806-4722

Registrant’s telephone number, including area code

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:

[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Item 7.01 Regulation FD Disclosure.

On May 12, 2017, EMRISE Corporation (the “Company”) issued a press release entitled “Emrise Corporation Announces Estimated Date and Amount of Fourth Liquidation Dividend Distribution to Stockholders” regarding the status of the implementation of the Company’s previously announced voluntary Plan of Dissolution which was approved by the Company’s stockholders at a special meeting held on June 25, 2015. A copy of the press release is hereby furnished as Exhibit 99.1 and incorporated herein by reference.

Item 8.01 Other Events.

On May 12, 2017, the Company announced that it instructed its paying agent, VStock Tranfser, LLC, to begin the distribution of the third liquidation dividend in the amount of $0.09 per share to stockholders of record as of the close of business on July 7, 2015.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release issued by the Company entitled “Emrise Corporation Announces Estimated Date and Amount of Fourth Liquidation Dividend Distribution to Stockholders,” dated May 12, 2017.*

*Filed herewith.

SIGNATURE

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 hereunto duly authorized.

	EMRISE CORPORATION
Date: May 12, 2017	By:	/s/ Frank Russomanno
		Frank Russomanno
		Executive Director

EX-99.1

EMRISE CORPORATION ANNOUNCES ESTIMATED DATE AND AMOUNT

OF FOURTH LIQUIDATION DIVIDEND DISTRIBUTION TO STOCKHOLDERS

WOODBRIDGE, NJ – May 12, 2017 – EMRISE CORPORATION (formerly traded on OTCQB under the symbol EMRI) (EMRISE or the Company), today announced that the Company expects to make a fourth liquidation dividend distribution to its stockholders totaling approximately $980,000, or $0.09 per share, during the week of June 5, 2017 (the Distribution). When paid, the Distribution will bring the aggregate total of the four liquidation dividends paid to EMRISE stockholders to date to approximately $14.35 million, or $1.32 per share of common stock.

Liquidation dividend distributions are only being made to stockholders of record as of the close of business on July 7, 2015, in connection with the Company’s previously announced voluntary Plan of Dissolution (Plan) that was approved by its stockholders at a special meeting held on June 25, 2015.

The Distribution consists of funds from the sale of the Company’s assets after distributing the prior three liquidation dividends to stockholders; the payment of all obligations to date associated with the Plan; and after deducting the amount the Company believes will be required to pay State and Federal taxes and any remaining costs or liabilities incurred in connection with the dissolution of the Company.

Final Distribution

At this time, EMRISE cannot determine if it can make another liquidation dividend distribution to its stockholders. If made, the amount of any such distribution would depend on a variety of factors including the payment of State and Federal taxes and other costs and liabilities associated with the dissolution of the Company. If EMRISE can make another liquidation dividend distribution to its stockholders, it would be the final such distribution, the amount would be minimal and it would only be made upon completion of the dissolution of the Company, which is currently scheduled to occur in July 2018.

In the future, EMRISE intends to only make public disclosures that are necessary to provide its stockholders with essential information about the status of the Plan.

Other Information

For a detailed description of the Plan and the matters relating to it, stockholders are encouraged to read carefully the Company’s news release dated June 30, 2015, its Form 8-K filed with the Securities and Exchange Commission (SEC) on July 1, 2015, and the Proxy Statement it mailed to stockholders beginning May 11, 2015.

Details of the sale of the Company’s wholly owned Electronic Devices subsidiary in England, EMRISE Electronics Ltd. (EEL), are contained in the Company’s news releases disseminated on June 30, 2015 and March 23, 2015, in its Proxy Statement mailed to stockholders beginning May 11, 2015 and in Forms 8-K filed with the SEC. Details of the sale of CXR-AJ are contained in the Company’s news releases disseminated on February 18, 2016 and December 28, 2015, and in Forms 8-K filed with the (SEC).

Forward Looking Statements

Certain statements in this press release and oral statements made from time to time by representatives of EMRISE regarding the Transaction and the dissolution and liquidation of the Company, the liabilities of EMRISE, the net proceeds anticipated to be available for distribution to the Company’s stockholders, the distribution of funds to stockholders and other matters, all of which are based on information currently available to the Company’s management as well as management’s assumptions and beliefs, are forward-looking statements (“forward-looking statements”) within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. For this purpose, any such statements that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements include, without limitation, statements regarding the Company’s expectations, beliefs, or intentions that are signified by terminology such as “subject to,” “believes,” “anticipates,” “plans,” “expects,” “intends,” “estimates,” “may,” “will,” “should,” “can,” the negatives thereof, variations thereon and similar expressions. Such forward-looking statements reflect the Company’s current views with respect to future events, based on what the Company believes are reasonable assumptions; however, such statements are subject to certain risks and uncertainties. Certain of these risks and uncertainties are described in greater detail in EMRISE’s filings with the Securities and Exchange Commission. The Company disclaims any intention or obligation to update or review any forward-looking statements or information, whether as a result of new information, future events or otherwise. The Company undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Company, the Distribution or the Company’s dissolution and related transactions pursuant to the Plan.

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CONTACT:

DresnerAllenCaron

Rene Caron (investors)

(949) 474-4300

rcaron@dresnerallencaron.com