Attached files
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EX-32.2 - EX-32.2 - RAE SYSTEMS INC | f54738exv32w2.htm |
EX-32.1 - EX-32.1 - RAE SYSTEMS INC | f54738exv32w1.htm |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 2)
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
OR
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 001-31783
RAE Systems Inc.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
77-0280662 (I.R.S. Employer Identification No.) |
|
3775 North First Street San Jose, California (Address of principal executive offices) |
95134 (Zip Code) |
408-952-8200
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Name of Each Exchange on Which Registered | |
Common Stock, $0.001 par value per share | NYSE Alternext US |
Securities registered pursuant to Section 12(g) of the Act:
None
None
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 registrants 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 registrants most recently completed second fiscal quarter.
As of the close of business on February 28, 2009, the number of shares of registrants Common Stock
outstanding was 59,443,914.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrants 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 January 28, 2010.
RAE SYSTEMS INC. |
||||
By: | /s/ Robert I. Chen | |||
Robert I. Chen | ||||
President and Chief Executive Officer | ||||
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 persons true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person
and in such persons 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 |
President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer) |
January 28, 2010 | ||
/s/ Randall Gausman |
Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
January 28, 2010 | ||
/s/ Peter C. Hsi |
Chief Technology Officer, Vice President of Emerging Technologies Development and Director |
January 28, 2010 | ||
/s/ Lyle D. Feisel, by Randall Gausman as Attorney-in-Fact |
Director | January 28, 2010 | ||
/s/ Sigrun Hjelmqvist, by Randall Gausman as Attorney-in-Fact |
Director | January 28, 2010 | ||
Keh-Shew Lu | Director | |||
/s/ James W. Power, by Randall Gausman as Attorney-in-Fact |
Director | January 28, 2010 | ||
Susan Wang | Director |
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