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 1, 2005

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)	(I.R.S. Employer Identification No.)

1600 Parkwood Circle
Suite 200
Atlanta, Georgia

(Address of principal executive offices)

30339

(Zip code)

(770) 693-5950

(Registrant’s telephone number, including area code)

Not Applicable
(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))

Section 3 – Securities and Trading Markets

Item  3.02  Unregistered Sales of Equity Securities

     On July 1, 2005, Numerex Corp. (the “Company”) converted into equity $2.28 million of the $4.5 million, together with interest and fees thereon, outstanding under a convertible note entered into between the Company and Laurus Master Fund, Ltd, dated January 13, 2004 (the “Note”). The transaction resulted in the issuance of 500,000 shares of the Company’s Class A Common Stock (the “Shares”) at a conversion price of $4.56, as set forth in the Note.

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

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

     The Company’s press release announcing the conversion is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Section  9 – Financial Statements and Exhibits

     (c)      Exhibits

     99.1      Press Release of Numerex Corp. dated July 6, 2005

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 7, 2005

EX-99.1

Exhibit 99.1

Investor Relations Contact:
Alan B. Catherall 770-485-2527

PRESS RELEASE

FOR IMMEDIATE RELEASE

NUMEREX CORP. CONVERTS $2.3 MILLION OF DEBT INTO EQUITY

ATLANTA, July 6, 2005 — Numerex Corp. (NASDAQ: NMRX) announced today that it has converted into equity, nearly $2.3 million of the outstanding debt associated with the $4.5 million term loan from the Laurus Master Fund, Ltd (Laurus), which closed in January 2004. The number of shares associated with this conversion is 500,000 and will be issued to Laurus on Friday, July 8, 2005. With this conversion, the total shares outstanding will be just over 11.4 million.

Alan Catherall, Chief Financial Officer of Numerex Corp. stated, “We are very pleased by this transaction, which has a number of benefits including significantly reducing future cash outflows. If the conversion from outstanding debt to equity had not occurred, required payments for principal and interest to Laurus would have been approximately $1.0 million during the balance of 2005 and almost $1.3 million in 2006. In addition, our financial position is further strengthened by both reducing debt and increasing working capital. Following the conversion, the total amount now owed to Laurus is approximately $2.4 million, which includes the additional $1.5 million term loan closed earlier this year.”

About Numerex
Numerex (Nasdaq:NMRX) is a communications technology business comprised of operating subsidiaries that primarily utilize existing wireless or cellular, Internet and cable infrastructure thereby enabling network access and information management through the deployment of proprietary software and technology which provides an entrance to and exit from a communications network. Such technology is referred to as a “gateway” in the communications industry. The Company primarily markets and sells products and services in wireless data communications through Cellemetry®, Uplink™, MobileGuardian™, VendView™, and digital multimedia through PowerPlay™ and IPContact™. These products and services enable customers around the globe to monitor and move information for a variety of applications from home and business security to distance learning. In addition, the Company offers wireline alarm security products and services, as well as telecommunications network support. For more information on Numerex, please visit our Web site at: www.nmrx.com.

Statements contained in this press release concerning Numerex that are not historical fact are “forward-looking” statements and involve important risks and uncertainties. Such risks and uncertainties, which are detailed in Numerex’s filings with the Securities and Exchange Commission, could cause Numerex’s results to differ materially from current expectations as expressed in this press release.

###