8-K

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):  July 28, 2009

NUMEREX CORP.

(Exact Name of Registrant as Specified in its Charter)

< font id="TAB2" style="LETTER-SPACING: 9pt">  Pennsylvania	0-22920	11-2948749
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(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

1600 Parkwood Circle

Suite 500

Atlanta, Georgia

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(Address of principal executive offices)

30339

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(Zip code)

(770) 693-5950

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(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))

Item 3.02    Unregistered Sale of Equity Securities.

Item 8.01    Other Events.

 On July 28, 2009, Numerex Corp (the “Company”) repaid $2 million in cash and converted $1 million of outstanding debt associated with financings in May 2006 and December 2006.  Following the repayment and conversion, an aggregate of approximately $ 6 million  remains outstanding under these financings.

The conversion of the $1 million of outstanding debt to equity resulted in the issuance of 226,244 shares of the Company’s Class A Common Stock (the “Shares”) at a conversion price of $4.42 per share, as agreed upon by the parties.

The Shares are registered for resale under the Securities Act of 1933, as amended (the “Securities Act”).

The purchaser is an “accredited investor” as defined in Rule 501(d) of Regulation D under the Securities Act.  The Company issued the Shares in reliance on the exemption from registration provided by Section 4(2) under the Securities Act.

Item 9.01     Financial Statements and Exhibits.

 (d)         Exhibits

99.1      Press Release, dated July 28, 2009

    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 hereunto duly authorized.

NUMEREX CORP.

    ; s/Alan Catherall

        Alan Catherall

        Chief Financial Officer

 Date:  July 31, 2009

Exhibit Index

99.1           Press Release, dated July 28, 2009

EX-99.1 CHARTER

Exhibit 99.1

Numerex Corp. Contact:

Alan Catherall

770 485-2527

Investor Relations Contact:

Seth Potter

646 277-1230

Press Release

For Immediate Release

NUMEREX CORP. REDUCES DEBT BY $3 MILLION

ATLANTA, July 28, 2009 - Numerex Corp. (NASDAQ: NMRX),a leading provider of full-service, secure machine-to-machine (M2M) network services and solutions, announced today that it has reduced its outstanding debt associated with the financings in May 2006 and December 2006.  The Company repaid $2 million in cash on the secured non-convertible term note and converted $1 million of outstanding debt into equity under the secured convertible term note.   The Company will issue an aggregate of 226,244 shares of our Class A Common Stock in connection with this conversion on July 28, 2009.  The Company’s total debt level now stands at $6.0 million after this reduction.

Alan Catherall, Chief Financial Officer of Numerex Corp. stated, “We are pleased by this transaction and, in particular, I want to highlight two specific benefits to Numerex. First, this is an accretive transaction. The savings in interest expense, which will be reduced by one third, will more than compensate for the newly issued shares and the negligible opportunity cost from forgiven interest income. In addition, neither financing included any pre-payment penalties. Second, our total debt level has been significantly reduced from $9.0 million to $6.0 million. Since part of the debt was converted into equity, this was achieved by using only $2 million in cash.  After this repayment and going forward, we expect to remain in a sound liquidity position to finance our growth.”

In connection with the conversion, Numerex will also be writing-off all unamortized financing costs related to the debt reduction. This non-cash expense is approximately $160,000.

About Numerex

Numerex Corp. (NASDAQ: NMRX)is the machine-to-machine (M2M) provider of choice to some of the world’s largest organizations delivering secure, all-around solutions through a single source.  The Company’s M2M expertise enables its customers to efficiently, reliably, and securely monitor and manage assets remotely whenever and wherever needed, while simplifying and speeding up development and deployment. Numerex is the first M2M service provider in North America to carry the ISO 27001 information security certification. Numerex DNA™ offerings include hardware Devices, Network services, and software Applications offered as individual components or as bundled services. At Numerex, “Machines Trust Us™”. For additional information, please visit www.numerex.com.

This press release contains, and other statements may contain, forward-looking statements with respect to Numerex future financial or business performance, conditions or strategies and other financial and business matters, including expectations regarding growth trends and activities in the wireless data business. Forward-looking statements are typically identified by words or phrases such as "believe," "expect," "anticipate," "intend," "estimate," "assume," "strategy," "plan," "outlook," "outcome," "continue," "remain," "trend," and variations of such words and similar expressions, or future or conditional verbs such as "will," "would," "should," "could," "may," or similar expressions. Numerex cautions that these forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. These forward-looking statements speak only as of the date of this press release, and Numerex assumes no duty to update forward-looking statements. Actual results could differ materially from those anticipated in these forward-looking statements and future results could differ materially from historical performance.

The following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: our inability to reposition our platform to capture greater recurring service revenues, difficulties associated with integrating Orbit One’s business, the risks that a substantial portion of Orbit One's revenues are derived from government contracts that may be terminated by the government at any time, variations in quarterly operating results, delays in the development, introduction, integration and marketing of new wireless services; customer acceptance of services; economic conditions; changes in financial and capital markets; the inability to attain revenue and earnings growth in our wireless data business; changes in interest rates; inflation; the introduction, withdrawal, success and timing of business initiatives and strategies; competitive conditions; the inability to realize revenue enhancements; and extent and timing of technological changes. Numerex SEC reports identify additional factors that can affect forward-looking statements.

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