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):   January 9, 2009

 

ITERIS, INC.

(Exact name of registrant as specified in its charter)

 

 

1700 Carnegie Avenue, Suite 100, Santa Ana, California  92705

(Address of principal executive offices)  (Zip Code)

 

Registrant’s telephone number, including area code:  (949) 270-9400

 

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

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 

 

Item 1.01               Entry into a Material Definitive Agreement.

 

On January 9, 2009, Iteris, Inc. (the “Company”) entered into a Debenture Redemption Agreement with each of Irvin Kessler and Provident Premier Master Fund Ltd. (collectively, the “Holders”), pursuant to which the Company redeemed two convertible debentures in the aggregate principal amount of $1,500,000 held by the Holders.  The debentures were redeemed for an aggregate payment of $1,470,000 plus all accrued but unpaid interest.  The debentures were originally issued by the Company in May 2004 pursuant to a Debenture and Warrant Purchase Agreement by and among the Company and certain investors, including the Holders.  They were due and payable in full in May 2009, provided for 6.0% annual interest, payable quarterly, and were convertible into the Company’s common stock at an initial conversion price of $3.61 per share, subject to certain adjustments, including adjustments for dilutive issuances.  Warrants to purchase an aggregate of 48,525 shares of the Company’s common stock at an exercise price of $3.86 per share and warrants to purchase an aggregate of 46,503 shares of the Company’s common stock at an exercise price of $4.03 per share, which were issued to the Holders pursuant to the Debenture and Warrant Purchase Agreement, were not redeemed or canceled in connection with the redemption of the debentures and will remain outstanding until their expiration in May 2009.

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated:  January 15, 2009

 

	ITERIS, INC.,
	a Delaware corporation
	By:	/S/ JAMES S. MIELE
		James S. Miele
		Chief Financial Officer

 

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