UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

RAE Systems Inc.

Delaware		77-0280662
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
3775 North First Street San Jose, California		95134
(Address of principal executive offices)		(Zip Code)

Title of Each Class		Name of Each Exchange on Which Registered
Common Stock, $0.001 par value per share		NYSE Alternext US

     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o   No þ

     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o   No þ

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ   No o

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer þ		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No þ

     As of June 30, 2008, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $84,983,775, based upon the closing sale price of $1.43 on the NYSE Alternext US (formerly the American Stock Exchange) on June 30, 2008, the last business day of the registrant’s most recently completed second fiscal quarter. As of the close of business on February 28, 2009, the number of shares of registrant’s Common Stock outstanding was 59,443,914.

     Portions of the registrant’s proxy statement for its 2009 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K.

 

 

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on December 21, 2009.

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert I. Chen and Randall Gausman, and each of them, as such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments to this report on Form 10-K, and to file same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated:

Signature		Title		Date
/s/ Robert I. Chen   Robert I. Chen		President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)		December 21, 2009
/s/ Randall Gausman   Randall Gausman		Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)		December 21, 2009
/s/ Peter C. Hsi   Peter C. Hsi		Chief Technology Officer, Vice President of Emerging Technologies Development and Director		December 21, 2009
/s/ Lyle D. Feisel by Randall Gausman, attorney-in-fact   Lyle D. Feisel by Randall Gausman, attorney-in-fact		Director		December 21, 2009
/s/ Sigrun Hjelmqvist by Randall Gausman, attorney-in-fact   Sigrun Hjelmqvist by Randall Gausman, attorney-in-fact		Director		December 21, 2009
		Director
Keh-Shew Lu
/s/ James W. Power by Randall Gausman, attorney-in-fact   James W. Power by Randall Gausman, attorney-in-fact		Director		December 21, 2009
		Director
Susan Wang