8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):  January 11, 2017

Commission File Number:  000-22920

Numerex Corp
(Exact name of registrant as specified in its charter.)

Pennsylvania
(State or other jurisdiction of incorporation or organization)

11-2948749
(IRS Employer Identification No.)

400 Interstate North Parkway SE, Suite 1350, Atlanta, Georgia 30339
(Address of principal executive offices)

770-693-5950
(Registrant's Telephone number)

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 (see General Instruction A.2. below):

[ ] 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 January 10, 2017, the Board of Directors (the "Board") of Numerex Corp. (the "Company") terminated the employment of Marc Zionts as Chief Executive Officer. Under the terms of his employment agreement, Mr. Zionts is required to resign as a member of the Board of Directors and comply with certain other restrictive covenants.

Effective January 11, 2017, the Board appointed Kenneth Gayron as interim Chief Executive Officer. Mr. Gayron will continue to serve as Chief Financial Officer. Mr. Gayron's annual base salary will be increased from $300,000 to $330,000. Mr. Gayron also will receive a discretionary cash bonus of $50,000 for 2016. In addition, Mr. Gayron will be granted 25,000 restricted stock units and options covering 25,000 shares, each of which will vest in four annual cumulative installments beginning on the first anniversary of the date of grant.

Effective January 11, 2017, the Board appointed Kelly Gay, age 57, as Chief Operating Officer. From May 2014 until May 2016, Ms. Gay served as the Company's President, Network Solutions. Prior to that time, Ms. Gay was CEO and President of Omnilink Systems Inc. (electronic tracking and monitoring devices) since April 2010. The Company acquired Omnilink in May 2014. From May 2016 until January 2017, Ms. Gay served on the Board of Directors of 1105 Media, a privately-held provider of business-to-business (B2B) marketing and media services.

Ms. Gay will receive an annual base salary of $330,000. In addition, Ms. Gay will be granted 25,000 restricted stock units and options covering 25,000 shares, each of which will vest in four annual cumulative installments beginning on the first anniversary of the date of grant.

A copy of a press release issued by the Company on January 11, 2017 is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

EX 99.1 Press Release dated January 11, 2017

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:   January 11, 2017

By:	/s/ Kenneth Gayron
	Name: Kenneth Gayron
	Title: Interim Chief Executive Officer and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
EX-99.1	Press Release

EX-99

Numerex Corp.Contact:

Thomas McKay

770-465-2552

For Immediate Release

Numerex Reports Senior Leadership Changes

ATLANTA, January 11, 2017 (GLOBE NEWSWIRE) -- Numerex Corp (NASDAQ:NMRX), a leading provider of managed enterprise solutions enabling the Internet of Things (IoT), today announced that its Board of Directors has terminated the employment of Marc Zionts as Chief Executive Officer (CEO). Mr. Zionts’ termination was not related to any Company accounting, internal controls, or financial reporting matter. Kenneth Gayron, the Chief Financial Officer, will assume the additional role of interim CEO working in close conjunction with the full Board while the Company conducts a search for a permanent CEO. In addition, Kelly Gay has agreed to join Numerex as its Chief Operating Officer and will work closely with Ken to manage the Company’s array of security and IoT solutions and diversified customer base.

“I am very pleased with the confidence the Board of Directors has exhibited in appointing me to this interim position,” stated Ken Gayron. “I believe that the Company’s operational and financial performance will significantly improve as we focus our resources on our key product lines of security, certain industrial IoT solutions, and our robust IoT network and application services. I look forward to working with Kelly and other members of our management team to execute our strategy with renewed energy and focus and to re-assert ourselves as a leader in the IoT space.”

The Company is expected to significantly improve its EBITDA performance over 2016 with estimates of adjusted EBITDA ranging from $8.5 million to $10 million. Revenue is anticipated to improve on a year-over-year basis, as well. The Company will provide an estimate of full year revenue expectations by its next scheduled results conference call.

Kelly Gay commented, “I am looking forward to returning to Numerex and working with Ken to rekindle the camaraderie, teamwork and drive for excellence that had placed us at the leading edge of the IoT industry for many years. I plan to hit the ground running and to reconnect with my former associates, customers, and strategic partners and to succeed in creating value for our customers through excellence in the delivery of our products and services.”

Ms. Gay’s previous experience includes operating Numerex’s security and judicial product lines as President of Security Solutions, and she contributed to several of the Company’s strategic initiatives. Kelly has also served as the CEO of two technology companies and as the vice president of a large industry group at IBM, as well as an array of top executive positions over her 25 plus year career. She is actively involved in several technology organizations throughout the USA.

About Numerex

Numerex Corp. (NASDAQ:NMRX) is a leading provider of managed enterprise solutions enabling the Internet of Things (IoT). The Company's solutions produce new revenue streams or create operating efficiencies for its customers. Numerex provides its technology and services through its integrated platforms, which are generally sold on a subscription basis. The Company offers a portfolio of managed end-to-end IoT solutions including smart devices, network connectivity and service applications capable of addressing the needs of a wide spectrum of vertical markets and industrial customers. The Company's mission is to empower enterprise operations with world-class, managed IoT solutions that are simple, innovative, scalable, and secure. Numerex is ISO 27001 information security-certified, highlighting the Company's focus on data security, service reliability and around-the-clock support of its customers. 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. 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 capture greater recurring subscription revenues; the risk that we may not be able to remain in compliance with certain of our debt covenants; our ability to efficiently utilize cloud computing to expand our services; the risks that a substantial portion of revenues derived from contracts may be terminated at any time; the risks that our strategic suppliers and/ or wireless network operators materially change or disrupt the flow of products or services; variations in quarterly operating results; delays in the development, introduction, integration and marketing of new products and services; customer acceptance of services; economic conditions resulting in decreased demand for our products and services; the risk that our strategic alliances, partnerships and/or wireless network operators will not yield substantial revenues; changes in financial and capital markets and the inability to raise growth capital on favorable terms, if at all; the inability to attain revenue and earnings growth; changes in interest rates; inflation; the introduction, withdrawal, success and timing of business initiatives and strategies; competitive conditions; the inability to realize revenue enhancements; disruption in key supplier relationships and/or related services; and the extent and timing of technological changes.

© 2017 Numerex Corp. All rights reserved. Numerex, the Numerex logo and all other marks contained herein are trademarks of Numerex Corp. and/or Numerex-affiliated companies. All other marks contained herein are the property of their respective owners.