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): April 25, 2011

NUMEREX CORP.

(Exact name of registrant as specified in its charter)

Pennsylvania	0-22920	11-2948749
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1600 Parkwood Circle Suite 500 Atlanta, Georgia	30339
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (770) 693-5950

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

As previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission on May 10, 2010, on May 4, 2010, Numerex Corp. (the “Company”) and its subsidiaries entered into a Loan and Security Agreement (the “Loan Agreement”) with Silicon Valley Bank (the “Bank”). On April 25, 2011, the Company, its subsidiaries and the Bank entered into an Amended and Restated Loan and Security Agreement (the “Amended Loan Agreement”) in order to, among other things, extend the maturity date of the Loan Agreement and to increase the revolving line of credit (the “Credit Facility”) from $5.0 million to $10.0 million. The Company may use the borrowings under the Credit Facility for working capital and general business requirements.

The amount available to the Company under the Credit Facility at any given time is the lesser of (a) $10.0 million or (b) the amount available under its borrowing base (two times Adjusted EBITDA, measured on a 12 month trailing average, minus the principal amount of any Term Loan Advances) minus (1) the dollar equivalent amount of all outstanding letters of credit plus an amount equal to the letter of credit reserve amount (as set forth in the Amended Loan Agreement), (2) 10% of each outstanding foreign exchange contract, (3) any amounts used for cash management services, (4) the outstanding principal balance of any advances and (5) the outstanding principal balance of any Term Loan Advances. Under the Amended Loan Agreement, if the principal outstanding balance of any advance is equal or greater to $1 million for a period of time equal to or greater than 90 days from the funding date, then the principal balance becomes a “Term Loan Advance” and the Company must repay 5% of the original principal amount commencing on the first calendar day of the quarter following the conversion of the advance to a Term Loan Advance and on the first day of each fiscal quarter thereafter.

Under the Amended Loan Agreement, the maturity date of the Credit Facility has been extended from May 4, 2013 to April 30, 2015. The Credit Facility also includes a sublimit of up to $2.0 million for letters of credit, cash management and foreign exchange services. The interest rate applicable to amounts drawn from the Credit Facility is, at the Company’s option, equal to either (i) the Prime Rate plus the Prime Rate Margin (as such terms are defined in the Amended Loan Agreement) or (ii) the LIBOR Rate plus the LIBOR Rate Margin (as defined in the Amended Loan Agreement). The Credit Facility includes an annual fee of 0.375% of the average unused portion of the credit facility.

The Credit Facility is secured by the Company’s personal property, including its intellectual property.

The Amended Loan Agreement includes customary representations and warranties regarding the Company, and affirmative covenants, including financial covenants that require that the Company to maintain: (i) consolidated unrestricted cash and cash equivalents with the Bank plus the available amounts under the Credit Facility of at least $3.0 million; (ii) a Senior Leverage Ratio (as such term is defined in the Amended Loan Agreement) of not more than 2.0 to 1.0 and (iii) a fixed charge coverage ratio, defined as a ratio of Adjusted EBITDA (as such term is defined in the Amended Loan Agreement) less unfunded capital expenditures, cash dividends and cash taxes to the sum of interest expenses plus scheduled payments of principal and interest on all indebtedness, including capital lease for the consecutive four quarters, of at least 1.25 to 1.0.

Additionally, the Amended Loan Agreement includes certain negative covenants, subject to customary exceptions and limitations, restricting or limiting the ability of the Company and its subsidiaries without the prior written consent of the Bank, to, among other things: convey, sell, lease, transfer or otherwise dispose of assets; change its business; experience a change in control; merge or consolidate with any other entity; incur additional indebtedness; create liens on the Company’s property that is used as collateral for the credit facility; make certain investments and acquisitions; pay dividends, distributions or make other specified restricted payments or repurchases; enter into certain transactions with affiliates; and make any payments on subordinated debt.

The Amended Loan Agreement contains usual and customary events of default, subject to certain threshold amounts and grace periods. If an event of default occurs and is continuing, the Company may be required to immediately repay the obligations under the Credit Facility prior to its stated maturity date and the bank may be able to foreclose on any collateral provided by the Company.

As of the date of the Amended Loan Agreement and as of the date of this Current Report, the Company has not borrowed any amounts under the Credit Facility.

The foregoing summary of the Amended Loan Agreement is not complete and is qualified in its entirety by reference to the Amended Loan Agreement, which will be attached as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2011.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information required by this Item 2.03 is set forth in Item 1.01 above, which is incorporated herein by reference.

Item 8.01. Other Events

On April 26, 2011, the Company issued a press release announcing the execution of the Amended Loan Agreement. A copy of the press release is filed as Exhibit 99.1 to the report and is incorporated by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits. The following exhibits are filed herewith:

99.1 Press Release dated April 26, 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: April 29, 2011	/s/ Alan B. Catherall
	Alan B. Catherall
	Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release, dated April 26, 2011

EX-99.1

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 Announces $10 Million Credit Facility and
$30 Million Shelf Registration

ATLANTA, GA April 26, 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 it has increased its revolving credit facility with Silicon Valley Bank to $10 million and, in a separate transaction executed on the same day, the filing of a $30 million universal shelf registration statement.

“We are very pleased with Silicon Valley Bank’s support and the confidence they have exhibited in the Company and in our M2M business model,” stated Alan Catherall, CFO of Numerex. “With this expanded credit facility and the shelf filing, we have better positioned Numerex to take advantage of strategic opportunities, if and when they arise. At the present time, we have no specific plans to issue securities under the registration statement.”

The Company has amended its existing credit facility with Silicon Valley Bank to increase the revolving line of credit by $5 million to a total of $10 million with a new 4-year term that will be available for general working capital needs and issuance of letters of credit. “We expect that the M2M sector will exhibit strong future growth so we’re pleased to be in a position to assist Numerex with an expanded revolving line of credit,” said Andy Rico of Silicon Valley Bank in Atlanta. “The additional flexibility this financing provides will help Numerex achieve its growth goals and we wish them ongoing success.”

Numerex also announced, today, the filing of a universal shelf registration statement on Form S-3 with the Securities and Exchange Commission (“SEC”). When the registration statement is declared effective by the SEC, Numerex will be able to offer and sell up to $30 million of equity securities as described in the registration statement. The terms of any offering under the shelf registration statement will be determined at the time of offering. Proceeds from the sale of any securities will be used for the purposes described in a prospectus supplement filed at the time of an offering.

The registration statement has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under securities laws of any such state or jurisdiction. Any offering of these securities will be made solely by means of a prospectus and an accompanying prospectus supplement relating to that offering.

About Numerex

Numerex Corp (NASDAQ:NMRX) is a leading provider of business services, technology, and products used in the development and support of machine-to-machine (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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