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): September 27, 2011

NUMEREX CORP.

(Exact Name of Issuer as Specified in Charter)

Pennsylvania	0-22920	11-2948749
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(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identifiction 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 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain   Officers; Compensatory Arrangements of Certain Officers  

On September 27, 2011, the Board of Directors (the “Board”) of Numerex Corp. (the “Company”) increased the size of the Board from six persons to seven persons and, upon the recommendation of the Nominating and Corporate Governance Committee, appointed Mr. Tony Holcombe as a new director, effective October 1, 2011.   Mr. Holcombe was appointed to fill the vacancy created by the increase in the size of the Board and will serve as director with a term expiring at the Company’s 2012 annual meeting of stockholders. The Board appointed           Mr. Holcombe to the Nominating and Corporate Governance Committee.

Mr. Holcombe will receive an initial grant of 5,711 shares of restricted stock valued at $31,753.16 and will be eligible to receive the standard director compensation previously established by the Board’s Compensation Committee and provided to other non-employee directors.  Additional information regarding such compensatory arrangements may be found under the caption “Director Compensation” in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on April 8, 2011.  Other than being eligible to receive such director compensation, Mr. Holcombe did not enter into any material plan, contract, or arrangement in connection with his election as director.

There are no arrangements or understandings with any other person pursuant to which Mr. Holcombe was elected as a director.  There are no transactions between Mr. Holcombe and the Company that would require disclosure under Item 404(a) of Regulation S-K. 

On September 27, the Company issued a press release regarding Mr. Holcombe’s election.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.   Financial Statements and Exhibits.

(d)       Exhibits.

          99.1       Press Release dated September 27, 2011

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.

Date:   October 3, 2011                                             /s/ Alan B. Catherall                                           

                                                                                     Alan B. Catherall

                                                                             Chief Financial Officer

Exhibit Index

99.1 Press Release dated September 27, 2011

EX-99.1

Numerex Corp. Contact:

Alan Catherall

770 485-2527

Investor Relations Contact:

Seth Potter

646 277-1230

Exhibit 99.1                                                                 Press Release

For Immediate Release

Tony Holcombe Joins Numerex Board of Directors

ATLANTA, September 27, 2011 - Numerex Corp. (NASDAQ: NMRX), a leading provider of business services, technology, and products for the worldwide machine-to-machine (M2M) market, today announced that Mr. Tony Holcombe has been appointed to its Board of Directors, effective October 1, 2011.  Currently, Mr. Holcombe is Vice Chairman of the Board of Directors of Syniverse, where he served as that company’s President and CEO from 2006 until his retirement earlier this year. He has been a member of the Syniverse Board since 2003.

“On behalf of the Board of Directors, I welcome Tony to Numerex,” said Stratton Nicolaides, chairman and CEO of Numerex. “His extensive knowledge and operating experience in providing technology and business services globally to enterprise and wireless network operators will undoubtedly prove tremendously valuable to the Company."

Mr. Holcombe joins Numerex as the seventh member of Numerex’s board of directors.  During his five years as President and CEO of Syniverse, Mr. Holcombe’s many accomplishments included diversifying the business through three major acquisitions; defining a strategic vision that transformed Syniverse from a roaming and clearing house supplier serving carriers in North America to a key member of the mobile ecosystem providing diverse roaming, messaging, and network services to more than 900 mobile operators, cable and internet service providers and enterprises worldwide; and leading the acquisition of the NYSE-traded company by The Carlyle Group in January 2011 for $2.6 billion. Before becoming Syniverse’s President and CEO, Mr. Holcombe served as President of Emdeon Corp., formerly WebMD. Mr. Holcombe has more than 20 years of executive-level experience in the transaction processing and technology services industries. He was chief executive officer of Valutec Card Solutions and served in various executive positions at Ceridian Corporation. He currently serves on the Board of Advisors for the Robinson College of Business at Georgia State University.

About Numerex

Numerex Corp (NASDAQ: NMRX) is a leading provider of machine-to-machine (M2M) business services, technology, and products used in the development and support of M2M solutions for the enterprise and government markets worldwide. The Company offers Numerex DNA® that includes hardware and smart Devices, cellular and satellite Network services, and software Applications that are delivered through Numerex FAST® (Foundation Application Software Technology). Customers typically subscribe to device management, network, and application services through hosted platforms. Business services enable the development of efficient, reliable, and secure solutions while simplifying and speeding up deployment through streamlined processes and comprehensive integration services. Numerex is ISO 27001 information security-certified. "Machines Trust Us®" represents the Company's focus on M2M data security, service reliability, and round-the-clock support of its customers' M2M solutions. 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.

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