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) October 30, 2012

Image Sensing Systems, Inc.
(Exact name of registrant as specified in its charter)

	Minnesota	000-26056	41-1519168
	(State or other jurisdiction	(Commission	(IRS Employer
	of incorporation)	File Number)	Identification No.)
500 Spruce Tree Centre, 1600 University Avenue West, St. Paul, Minnesota			55104
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code (651) 603-7700

(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 Instructions A.2. below):

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 5 – Corporate Governance and Management

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

          (e)          On October 30, 2012, Image Sensing Systems, Inc. (the “Company”) entered into an Employment Agreement with Kris B. Tufto as the President and Chief Executive Officer of the Company. He previously served as interim President and Chief Executive Officer of the Company. Under the Employment Agreement, Mr. Tufto will receive an annual base salary of $260,000.00. On April 30, 2013, he will be eligible for a bonus of up to $50,000.00 based on criteria established by the Company’s Board of Directors. The Employment Agreement contains standard confidentiality, non-competition, non-solicitation and invention assignment provisions.

          In addition, on October 30, 2012, the Company granted to Mr. Tufto a 10-year incentive stock option to purchase 50,000 shares of the Company’s common stock at an exercise price of $4.77 per share, which is equal to the closing price of the Company’s common stock on October 26, 2012 as quoted on The NASDAQ Capital Market. The option becomes exercisable in four equal installments on each of the first, second, third and fourth anniversary dates of the date of grant.

          The foregoing description of the terms of the Employment Agreement is qualified in its entirety by reference to the copy of the Employment Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits. The following document is hereby filed as an exhibit to this Current Report on Form 8-K:
	Exhibit No.
	99.1       Press release of the Company dated October 31, 2012 announcing the appointment of Kris B. Tufto as President and Chief Executive Officer.

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.

	Image Sensing Systems, Inc.
Date: October 31, 2012
	By	/s/ Gregory R. L. Smith
		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

2

Exhibit Index

Exhibit No.

99.1       Press release of the Company dated October 31, 2012 announcing the appointment of Kris B. Tufto as President and Chief Executive Officer.

3

EX-99.1

Exhibit 99.1

	500 Spruce Tree Centre
	1600 University Avenue West
	St. Paul, Minnesota 55104-3825 USA
	651.603.7700 Fax: 651.603.7795
	www.imagesensing.com

NEWS RELEASE

Contacts:	INVESTORS
	Greg Smith, Chief Financial Officer
	Image Sensing Systems, Inc. Phone: 651.603.7700
	MEDIA
	Al Galgano
	Padilla Speer Beardsley Phone: 612.455.1720

Image Sensing Systems Announces Kris Tufto as President and Chief Executive Officer

Saint Paul, Minn., October 31, 2012-- Image Sensing Systems, Inc. (NASDAQ: ISNS), announced today that the board has appointed Kris Tufto as president and chief executive officer (CEO), effective immediately. Tufto previously served as interim president and CEO, and has been a member of the board since September 2011. He will continue in his role as board director.

“Kris’ depth of experience in software, technology and product marketing positions him as the clear choice to lead this company and best capitalize on future growth opportunities,” said Jim Bracke, chairman of the board. “The board is confident that Kris can return the company to historical profitability levels and, in the long term, maximize shareholder value. We are pleased to have his fresh leadership perspective and breadth of experience.”

Tufto has significant leadership experience in technology companies. He has been a member of the board of Sajan, Inc., a publicly-held company, since February 2010. From 2010 to 2012, Tufto was chief revenue officer at Code42, a software solutions and data protection company. Previously, he was chief executive officer at MarketingBridge, a global channel marketing company, and a consultant at W3i, a provider of application and mobile marketing solutions. Tufto has also served in leadership positions for various technology companies.

“During my time at Image Sensing Systems, I have found that the company has strong assets including a market-leading product offering, a state-of-the-art technology platform and a talented team of employees. Yet, I believe that certain of our assets continue to underperform their

potential. I’m looking forward to leading Image Sensing Systems in taking advantage of the opportunities that lie ahead,” said Tufto.

About Image Sensing
Image Sensing Systems, Inc. is a provider of software-based detection solutions for the Intelligent Transportation Systems (ITS) sector and adjacent markets including security, police and parking. The company has sold more than 125,000 units of its industry leading Autoscope® machine-vision, RTMS® radar and CitySync automatic number plate recognition (ANPR) products in over 60 countries worldwide. This depth of experience coupled with the breadth of our product portfolio uniquely positions Image Sensing Systems to provide powerful hybrid technology solutions and to exploit the convergence of the traffic, security and environmental management markets. The company is headquartered in St. Paul, Minnesota. Visit the company’s website at imagesensing.com.

Safe Harbor Statement: Statements made in this release concerning the Company’s or management’s intentions, expectations, or predictions about future results or events are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements reflect management’s current expectations or beliefs, and are subject to risks and uncertainties that could cause actual results or events to vary from stated expectations, which variations could be material and adverse. Factors that could produce such a variation include, but are not limited to, the following: the inherent unreliability of earnings, revenue and cash flow predictions due to numerous factors, many of which are beyond the Company’s control; developments in the demand for the Company’s products and services; relationships with the Company’s major customers and suppliers; the mix of and margins on the products we sell; unanticipated delays, costs and expenses inherent in the development and marketing of new products and services, including ANPR products; adverse weather conditions in our markets; the impact of governmental laws and regulations; increased international presence; our success in integrating acquisitions; and competitive factors. Our forward-looking statements speak only as of the time made, and we assume no obligation to publicly update any such statements. Additional information concerning these and other factors that could cause actual results and events to differ materially from the Company’s current expectations are contained in the Company’s reports and other documents filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2011 filed in March 2012.