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TABLE OF CONTENTS

Table of Contents

As filed with the Securities and Exchange Commission on September 1, 2017December 23, 2019

Registration No. 333-        


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


Iteris, Inc.

(Exact name of registrant as specified in its charter)

Delaware

95-2588496

Delaware

(State or other jurisdiction of
incorporation or organization)

95-2588496

(I.R.S. Employer
Identification Number)

1700 Carnegie Avenue, Suite 100
Santa Ana, CA 92705

(949) 270-9400

(Address, including zip code, and telephone number, including area code, of registrant'sregistrant’s principal executive offices)


Douglas L. Groves

Andrew C. Schmidt
Chief Financial Officer

Iteris, Inc.

1700 Carnegie Avenue, Suite 100
Santa Ana, CA 92705

(949) 270-9400

(Name, address, including zip code, and telephone number, including area code, of agent for service)


Copies to:

Allen Z. Sussman, Esq.
Loeb & Loeb LLP
10100 Santa Monica Boulevard, Suite 2200
Los Angeles, CA 90067
(310) 282-2000


Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  o

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box   ýx

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the SEC pursuant to Rule 462(e) under the Securities Act, check the following box.  o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  o

 

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 definition of "large“large accelerated filer," "accelerated filer"” “accelerated filer” and "smaller“smaller reporting company"company” in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer  o

Accelerated filer ýNon-accelerated filer o
(Do not check if a
smaller reporting company)		Smaller reporting company oo   Accelerated filer  x    Non-accelerated filer  o   Smaller reporting company  x

Emerging growth company o

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. o


CALCULATION OF REGISTRATION FEE

    
 
Title of Each Class of Securities
To Be Registered(1)(2)
 Proposed Maximum
Aggregate Offering
Price(1)
 Amount of
Registration Fee(3)
 

Common Stock, par value $0.10 per share(4)

    
 

Preferred Stock, par value $1.00 per share

    
 

Equity warrants

    
 

Units

    
 

Total

 $75,000,000 $8,692.50

 

(1)
Not specified as to each class of securities to be registered hereunder pursuant to General Instruction II(D) to Form S-3 under the Securities Act of 1933, as amended.

(2)
Includes an indeterminate number of securities that may be issued in primary offerings or upon exercise, conversion or exchange of any securities registered hereunder that provide for exercise, conversion or exchange.

(3)
The registration fee has been calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended.

(4)
Includes rights to be issued under the registrant's stockholder rights agreement.


 

Title of Each Class of
Securities To Be Registered

 

Amount To Be Registered (1)(2)

 

Proposed
Maximum
Aggregate
Offering Price
Per Share(3)

 

Proposed
Maximum
Aggregate
Offering Price

 

Amount of
Registration
Fee(4)

 

Common Stock, par value $0.10 per share

 

1,196,363

 

$

5.01

 

$5,993,779

 

$

777.99

 

(1)

We are registering for resale by the Selling Stockholders named herein (i) an aggregate of 868,774 shares of common stock that were issued to the Selling Stockholders on July 2, 2019 upon the acquisition of Albeck Gerken, Inc. (“AGI”) by the registrant pursuant to the terms of a Stock Purchase Agreement, dated June 10, 2019, by and among the registrant, AGI and the stockholders of AGI, and (ii) an aggregate of 327,589 shares of common stock that are issuable to the Selling Stockholders as payment of certain retention bonuses pursuant to Retention Bonus Agreements, each dated June 20, 2019, by and between the registrant and each of the Selling Stockholders party thereto.

(2)

Pursuant to Rule 416 of the Securities Act of 1933, as amended, the shares of common stock offered hereby also include such presently indeterminate number of shares of our common stock as shall be issued by the registrant to the Selling Stockholders as a result of stock splits, stock dividends or similar transactions

(3)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act based on the average of the high and low prices of our shares of common stock reported on the Nasdaq Capital Market on December 20, 2019.

(4)

Paid herewith.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

 

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The information in this prospectus is not complete and may be changed. WeThe Selling Stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated September 1, 2017December 23, 2019

PROSPECTUS

LOGO

$75,000,000

1,196,363 Shares of Common Stock

Preferred Stock
Equity Warrants
Units


 We

This prospectus relates to the resale of up to 1,196,363 shares of common stock, par value $0.10 per share, of Iteris, Inc., a Delaware corporation (the “Company”), that may be sold from time to time offer to sell any combination of preferred stock, common stock, equity warrants and units describedby the selling stockholders named in this prospectus in one or more offerings. (the “Selling Stockholders”).

The aggregate initial offering priceshares of all securities soldcommon stock offered under this prospectus will not exceed $75,000,000.

        This prospectus provides a general descriptionconsist of (i) an aggregate of 753,831 shares of common stock issued to the Selling Stockholders on July 2, 2019 as consideration for the Company’s purchase of all of the securities we may offer. Each time we sell securities, we will provide specificoutstanding shares of Albeck Gerken, Inc. (“AGI”) pursuant to a Stock Purchase Agreement, dated June 10, 2019, by and among the Company, AGI and the stockholders of AGI (the “Purchase Agreement”), (ii) an aggregate of 114,943 shares of common stock issued to the Selling Stockholders on July 2, 2019 pursuant to the terms of the securities offeredPurchase Agreement and held in a supplementescrow to this prospectus. The prospectus supplement may also add, update or change information contained in this prospectus. You should read this prospectussecure the performance of certain post-closing obligations of the Selling Stockholders, and (iii) up to 327,589 shares of common stock issuable to the applicable prospectus supplement carefully before you invest in any securities. This prospectus may not be usedSelling Stockholders as payment of retention bonuses pursuant to consummate a salecertain Retention Bonus Agreements, each dated June 20, 2019, by and between the Company and each of securities unless accompanied by the applicable prospectus supplement.Selling Stockholder party thereto.

 

We will sell these securities directly to our stockholders or to purchasers or through agents on our behalf or through underwriters or dealers as designatednot receive any proceeds from time to time. If any agents or underwriters are involved in the sale of any of these securities, the applicable prospectus supplement will provideshares of common stock by the names of the agents or underwriters and any applicable fees, commissions or discounts.Selling Stockholders.

 

Our common stock is traded on the Nasdaq Capital Market under the symbol "ITI."“ITI.” On August 30, 2017,December 20, 2019, the closing price of our common stock on the Nasdaq Capital Market was $6.13.$5.00.

 

Investing in our securities involves risks.a high degree of risk. See "Risk Factors"“Risk Factors” on page 1.5 and the information referred to therein for a discussion of risks applicable to us and an investment in our common stock.


 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


 

The date of this prospectus is                     , 20172019

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Page


Page

ABOUT THIS PROSPECTUS

i

ABOUT ITERISWHERE YOU CAN FIND MORE INFORMATION

1

ii

RISK FACTORSPROSPECTUS SUMMARY

1

SPECIALTHE OFFERING

4

RISK FACTORS

5

REASONS FOR THE OFFER AND USE OF PROCEEDS

5

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

1

6

USE OF PROCEEDSSELLING STOCKHOLDERS

2

8

PLAN OF DISTRIBUTION

2

9

DESCRIPTION OF OUR COMMON STOCK

4

10

DESCRIPTION OF PREFERRED STOCK

5

DESCRIPTION OF EQUITY WARRANTS

7

DESCRIPTION OF UNITS

8

GLOBAL SECURITIES

9

CERTAIN PROVISIONS OF DELAWARE LAW AND OF THE COMPANY'SOUR CERTIFICATE OF INCORPORATION AND BYLAWS

11

LEGAL MATTERS

13

EXPERTS

14

13

LIMITATION ON LIABILITY AND DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

14

13

WHERE YOU CAN FIND MORE INFORMATION

14

INFORMATION INCORPORATED BY REFERENCE

14

13

SIGNATURES

II-6

II-5


ABOUT THIS PROSPECTUS

 

This prospectus is a part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC, utilizingusing a "shelf"shelf registration process. Under thisthe shelf registration process, wethe Selling Stockholders named in this prospectus may, offerfrom time to time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $75,000,000.offerings. This prospectus provides you with a general description ofand the securities we may offer. Each time we sell securities under this shelf registration, we will provide a prospectus supplement that will contain specificdocuments incorporated by reference herein include important information about us, the termsshares of that offering. Thecommon stock being offered by the Selling Stockholders and other information you should know before investing. Any prospectus supplement may also add, update, or change information contained in this prospectus. ToIf there is any inconsistency between the extent that any statement that we makeinformation contained in a prospectus supplement is inconsistent with statements made in this prospectus, the statements made in this prospectus will be deemed modified or superseded by those made in the prospectus supplement. You should read both this prospectus and any prospectus supplement, includingyou should rely on the information contained in that particular prospectus supplement.

This prospectus does not contain all documents incorporated herein or therein by reference,the information provided in the registration statement we filed with the SEC. You should read this prospectus together with the additional information about us described under "Wherein the sections below entitled “Where You Can Find More Information"Additional Information” and "Information Incorporated“Incorporation of Certain Information by Reference." We mayReference”. You should rely only useon information contained in, or incorporated by reference into, this prospectus to sell the securities if it is accompanied by a prospectus supplement.

prospectus. We have not, and the Selling Stockholders have not authorized any dealer, salesmananyone to provide you with information different from that contained in, or other person to give anyincorporated by reference into, this prospectus. The information or to make any representation other than those contained orin this prospectus is accurate only as of the date on the front cover of the prospectus and information we have incorporated by reference in this prospectus andis accurate only as of the accompanying prospectus supplement.date of the document incorporated by reference. You mustshould not rely upon anyassume that the information or representation not contained in, or incorporated by reference ininto, this prospectus or the accompanying prospectus supplement. is accurate as of any other date.

This prospectus and the accompanying prospectus supplement dodoes not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate,it relates, nor dodoes this prospectus and the accompanying prospectus supplement constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in

For purposes of this prospectus, and the accompanying prospectus supplement is accurate on any date subsequentreferences to the date set forth onterms “Iteris,” the front of“Company,” “we,” “us” and “our” refer to Iteris, Inc. collectively with its subsidiaries, ClearAg, Inc. and Albeck Gerken, Inc., unless the document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus and any accompanying prospectus supplement is delivered or securities are sold on a later date.context otherwise requires.

i

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This prospectus and the information incorporated by reference herein and therein include trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and trade names included or incorporated by reference into this prospectus are the property of their respective owners.

WHERE YOU CAN FIND MORE INFORMATION

ABOUT ITERIS
We file reports, proxy statements and other information with the SEC under the Exchange Act. You may read and copy this information from the Public Reference Room of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549, at prescribed rates. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.

 Iteris, Inc. (referred

We also maintain a website at www.Iteris.com through which you can access our filings with the SEC. The information contained in, or accessible through, our website is not a part of this prospectus.

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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere or incorporated by reference into this prospectus.  This summary does not contain all of the information that you should consider before investing in our common stock. You should carefully read the entire prospectus, including the “Risk Factors” section in this prospectus and the information incorporated by reference herein that is referred to collectively with its subsidiaryin such section, as "Iteris,"well as the "Company," "we," "our"financial statements and "us")the other information incorporated by reference herein before making an investment decision.

Overview

Iteris is a provider of essential applied informatics for both the traffic managementthat enable smart transportation and global agribusiness markets. We are focused on the developmentdigital agriculture. Municipalities, government agencies, crop science companies, agriculture service providers and application of advanced technologies and software-based information systems thatother agribusinesses use our solutions to make roads safer and travel more efficient, as well as farmlands more sustainable, healthy and productive.

 By combining

As a pioneer in intelligent transportation systems (“ITS”) technology for more than two decades, our unique intellectual property, products, decades of experience in traffic management,software-as-a-service (“SaaS”) offerings and weather forecasting solutions and information technologies, wesystems offer a broadcomprehensive range of Intelligent Transportation Systems ("ITS")ITS solutions to our customers throughout the U.S. and internationally. We believe our products, services and solutions, in conjunction with sound traffic and land management, minimize the environmental impact of the roads we travel and the lands we farm.

In the agribusiness markets,digital agriculture market, we have combined our unique intellectual property with enhanced soil,atmospheric, land surface and agronomyagronomic modeling techniques to create a set of ClearAg®offer smart content and analytic solutions that provide analytical support to large enterprises in the agriculture market,industry, such as seed and crop protection companies, as well as field-specific advisoriesintegrated food companies, and individual producers.agricultural equipment manufacturers and service providers.

We believe our products, solutions and services improve and safely optimize mobility within our communities, while minimizing environmental impact on roads and lands. We continue to make significant investments to leverage our existing technologies and further expand both our software-based informationadvanced detection sensors and performance analytics systems to offer digital analytics solutions in the transportation infrastructure market, while supporting the agriculture markets.market with our smart content and digital agriculture platform, and always exploring strategic alternatives intended to optimize the value of all of our businesses.

 

Our Products and Services

We currently operate in three reportablereporting segments: Roadway Sensors, Transportation Systems, and Agriculture and Weather Analytics (formerly known as our Performance Analytics segment). TheAnalytics.

Roadway Sensors

Our Roadway Sensors segment provides various vehicleadvanced detection sensors and information systems and products for traffic intersection control, incident detectionmanagement, communication systems and roadway traffic data collection applications, such as ourapplications. Our Roadway Sensors products include, among others, Vantage®, VantageLive!™, Vantage Next®, VantagePegasus®, VantageRadius®, Vantage Vector®, Velocity®, SmartCycle®, SmartCycle Bike Indicator™, SmartSpan®, VersiCam™, SmartCycle®, SmartSpan®, PedTrax™, Pegasus™, P-seriesPedTrax® and Velocity®Edge® products. The

·                  Our Vantage detection systems detect vehicle presence at intersections, as well as vehicle count, speed and other traffic data used in traffic management systems. Our Vantage systems give traffic managers the tools to mitigate roadway congestion by visualizing and analyzing traffic patterns allowing them to modify traffic signal timing to improve traffic flow.

·                  Our Vantage Vector video/radar hybrid product is an all-in-one detection sensor with a wide range of capabilities, including stop bar and advanced zone detection, which enable advanced safety and adaptive control applications.

·                  VantageLive! is a cloud-based platform that allows users to collect, process and analyze advanced intersection data, as well as to view and understand intersection activity.

·                  Our Vantage systems are available with SmartCycle capability, which can effectively differentiate between bicycles and other vehicles with a single video detection camera, enabling more efficient signalized intersections, improved traffic throughput and increased bicyclist safety. Our Vantage systems are also available with the PedTrax capability, which provides bi-directional counting and speed tracking of pedestrians within the crosswalk to help improve signal timing efficiency, as well as providing an additional data stream to existing vehicle and bicycle counts.

·                  VersiCam, our integrated camera and processor video detection system, is a cost-efficient video detection system for smaller intersections that require only a few detection points

Transportation Systems

Our Transportation Systems segment includes transportationtraffic engineering and consulting services focused on the iPeMS®planning, design, development and implementation of software and hardware-based ITS systems that integrate sensors, video surveillance, computers and advanced communications equipment to enable public agencies to monitor, control and direct traffic flow, assist in the quick dispatch of emergency crews, and distribute real-time information about traffic conditions. Our services include planning, design, implementation, operation and management system,of surface transportation infrastructure systems. We perform analysis and study goods movement, commercial vehicle operations, provide travel demand forecasting and systems engineering, and identify mitigation measures to reduce traffic congestion.

The Transportations Systems segment also includes our specialized transportation performance measurement and management solutions, Iteris Signal Performance Measures (Iteris SPM™) and iPeMS®—a state-of-the-art information management software suite that provides prescriptive data insights to help determine current and future traffic patterns, permitting the effective performance analysis and management of traffic infrastructure resources. iPeMS utilizes a wide range of data resources and analytical techniques to determine current and future traffic patterns, permitting the effective performance analysis and management of traffic infrastructure resources. This information can then be analyzed by traffic professionals to measure how a transportation network is performing and to identify potential areas of improvement. iPeMS is also capable of providing users with predictive traffic analytics, and easy-to-use visualization and animation features based on historical traffic conditions. We recently launched our comprehensive signal performance measures solution offering, Iteris SPM, a cloud-based application that provides proactive operations and signal maintenance with business process outsourcing and managed services.

This segment also includes our advanced traveler information system solutions, as well as the development of transportation managementour commercial vehicle operations and travelervehicle safety compliance platforms, known as “CVIEW-Plus™,” “CheckPoint™,” “UCRLink™” and “inspect™.” These platforms support state-based commercial vehicle operations by storing and distributing intrastate and interstate commercial vehicle information systems for the ITS industry. Thelocal, state and federal agencies’ roadside and enforcement operations

Agriculture and Weather Analytics

Our Agriculture and Weather Analytics segment includes ClearPath Weather®, our road maintenance applications, and ClearAg®, our digital agriculture solutions.platform. ClearPath Weather is a web-based solution, which includes a suite of tools that apply data assimilation and modeling technologies to assess weather conditions for customizable route/site weather and pavement forecasting, and render winter road maintenance recommendations for state agencies, municipalities and commercial companies to improve roadway maintenance decisions.

 

Our ClearAg solutions combine weather and agronomic data with proprietary land-surface modeling and analytics to solve complex agricultural problems and to increase the efficiency and sustainability of farmlands. The ClearAg Platform delivers validation tools for ag inputs, irrigation, field readiness, and harvest solutions giving growers, researchers and other agribusinesses access to a comprehensive database of historical, real-time and forecasted weather, soil and plant health information, as well as other information on crop growth. Companies use the ClearAg Platform to simulate field conditions and determine how new products may perform on a crop given

certain weather and soil conditions. Growers and agribusinesses leverage the ClearAg Platform to determine the best times to plant, spray, fertilize, irrigate, and harvest crops.

Acquisition of Albeck Gerken, Inc

On July 2, 2019, we completed the acquisition of all of the outstanding shares of Albeck Gerken, Inc. (“AGI”), a professional transportation engineering firm with offices in Tampa, FL, Orlando, FL, Virginia Beach, VA and Chester Pike, PA,  for a total purchase price of $10,720,000, pursuant to a Stock Purchase Agreement dated June 10, 2019 entered into by and among our company, AGI and all of the stockholders of AGI (the “Selling Stockholders”). AGI specializes in transportation systems management, operations and analysis.

The purchase price of $10,720,000 was delivered to the Selling Stockholders through the payment of an aggregate of $6,185,000 in cash (adjusted for working capital at closing) and the issuance of 868,774 shares of our common stock (the “Stock Consideration”), a portion of which was deposited in escrow for 18 months to secure performance of the indemnification and other post-closing obligations of the Selling Stockholders under the Stock Purchase Agreement.  In addition, we agreed to grant an aggregate of $2,085,015 in retention bonuses to the Selling Stockholders, payable in the form of $375,000 in cash and $1,710,015 as 327,589 shares of restricted common stock at $5.22 per share (the “Retention Shares”), and an aggregate of $120,000 in retention bonuses to other employees payable in cash, each vesting over three years following the closing.

AGI assists municipalities in maximizing the effectiveness of their existing transportation networks through a collection of traffic management services to cost effectively optimize the performance of roadway systems and address increased traffic demands, traffic congestion and delays. With a foundation of arterial timing plan development, AGI has also expanded its services into active arterial monitoring and management, with multiple public sector clients.

AGI’s traffic operations engineering solutions provide civil engineering services for the safe and efficient mobility of surface transportation systems. AGI’s traffic operations engineers leverage skills in communications, human factors, electronics and transportation engineering to address complex traffic congestion challenges through traffic flow theory, traffic data collection, traffic signal timing optimization software, traffic signal control equipment and field devices.

Corporate Information

Iteris was incorporated in Delaware in 1987.1987 and has operated in its current form since 2004. Our principal executive offices are located at 1700 Carnegie Avenue, Suite 100, Santa Ana, California 92705, and our telephone number at that location is (949) 270-9400. Our Internet website address is www.iteris.com. The inclusion of our website address in this prospectus does not include or incorporate by reference into this prospectus any information on, or accessible through, our website.

THE OFFERING

This prospectus relates to the resale of up to 1,196,363 shares of common stock, par value $0.10 per share, of the Company, that may be sold from time to time by the Selling Stockholders named in this prospectus.

Shares of Common Stock outstanding immediately prior to the offering

Approximately 40,580,990 shares

Shares of Common Stock offered by the Selling Stockholders

Up to 1,196,363 shares

Use of Proceeds

We will not receive any of the proceeds from the sale of the shares by the Selling Stockholders. See “Reasons for the Offer and Use of Proceeds” on page 5 of this prospectus.

Transfer Agent and Registrar

Computershare Trust Company Inc.

Risk Factors

Investment in our securities involves a high degree of risk. See “Risk Factors” on page 5 of this prospectus and under similar sections in the documents we incorporate by reference into this prospectus for a discussion of factors you should consider carefully before making an investment decision.

Nasdaq Capital Market Symbol

“ITI”

(1)           The number of shares of common stock to be outstanding after this offering is based on 40,580,990 shares of common stock outstanding as of December 20, 2019, and excludes as of such date 5,995,900 shares of common stock issuable upon the exercise of stock options outstanding at a weighted average exercise price of $3.94 per share, 409,736 shares of restricted stock units issuable upon vesting, and an aggregate of 1,911,755 additional shares of common stock reserved for issuance under our 2016 Omnibus Equity Incentive Plan.


RISK FACTORS

 You

Investing in our securities involves risk. Before making an investment decision, you should carefully consider the specific risks set forthdescribed under "Risk Factors"“Item 1A. Risk Factors” in the applicable prospectus supplement, under "Risk Factors" under Item 1A of Part I of our most recent annual reportAnnual Report on Form 10-K, and under "Risk Factors" under Item 1A of Part II of“Item 1A. Risk Factors” in our subsequent quarterly reportsmost recent Quarterly Report on Form 10-Q, and any updates thereto in our Quarterly Reports on Form 10-Q, together with all of the other information appearing in or incorporated by reference into this prospectus, in light of your particular investment objectives and financial circumstances. Our business, financial condition or results of operations could be materially adversely affected by any of these risks. The trading price of our securities could decline due to any of these risks, and you may lose all or part of your investment.

REASONS FOR THE OFFER AND USE OF PROCEEDS

We are required under the terms of the Purchase Agreement entered into with AGI and the Selling Stockholders to file a registration statement on Form S-3, of which this prospectus is a part, to cover the resale of the 868,774 shares of common stock issued to the Selling Stockholders as updatedStock Consideration and up to 327,589 shares of common stock issuable to the Selling Stockholders as Retention Shares in connection with consummation of our acquisition of AGI.

The shares of common stock being offered by our subsequent filings underthis prospectus are solely for the account of the Selling Stockholders. We will not receive any of the proceeds from the sale of these shares by the Selling Stockholders.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this prospectus or incorporated by reference into this prospectus contain “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. From time to time, we also provide forward-looking statements in other materials we release to the public, as well as oral forward-looking statements. Forward-looking statements include statements regarding our “expectations,” “hopes,” “beliefs,” “intentions,” or “strategies” regarding the Exchange Act, eachfuture. In addition, any statements that refer to projections, forecasts, or other characterizations of whichfuture events or circumstances, including any underlying assumptions, are forward-looking statements. We have tried, wherever possible, to identify such statements by using words such as, but not limited to, “anticipate,” “believe,” “expect,” “intend,” “estimate,” “predict,” “project,” “may,” “might,” “should,” “would,” “will,” “likely,” “will likely result,” “continue,” “could,” “future,” “plan,” “possible,” “potential,” “target,” “forecast,” “goal,” “observe,” “seek,” “strategy” and other words and terms of similar meaning, but the absence of these words does not mean that a statement is incorporated by reference in this prospectus, before making an investment decision. For more information, see "Information Incorporated by Reference."


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        Anynot forward looking. The forward-looking statements in this prospectus and the information incorporated herein by reference aboutreflect our expectations, beliefs, plans, objectives, assumptions orcurrent views with respect to future events or performance thatand financial performance.

Forward-looking statements are not historical facts are forward-looking statements. You can identify these forward-looking statements by the use of wordsfactors and should not be read as a guarantee or phrases such as "expect(s)," "feel(s)," "believe(s)," "intend(s)," "plans," "should," "will," "may," "anticipate(s)," "estimate(s)," "could," "should," and similar expressions or variations of


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these words are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding our anticipated growth, sales, revenue, expenses, profitability, capital needs, backlog, manufacturing capabilities, the market acceptance of our products, competition, the impact of any current or future litigation, the impact of recent accounting pronouncements, the applications for and acceptance of our products and services, and the status of our facilities and product development. These statements are not guaranteesassurance of future performance or results, and will not necessarily be accurate indications of the times at, or by, or if which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made or management’s good faith beliefs, expectations and assumptions as of that time with respect to future events. Because forward-looking statements relate to the future, they are subject to certain risks and uncertainties that could cause our actual performance or results to differ materially from those projected. You shouldexpressed in or suggested by the forward-looking statements. Important factors that could cause such differences include:

·                  our dependence on government contracts and subcontracts, which expose us to state and local budgetary issues and fixed price contracts;

·                  our ability to successfully expand our Agriculture and Weather Analytics capabilities to address the digital agricultural market;

·                  our ability to achieve and sustain profitability in the future;

·                  our ability to maintain adequate utilization of our Transportation Systems workforce;

·                  our ability to successfully manage the integration of AGI and other acquisitions;

·                  our ability to raise additional capital in the future;

·                  our participation in the software development market and ability to handle various technical and commercial challenges;

·                  our ability to keep pace with rapid technological changes and evolving industry standards;

·                  our ability to develop and introduce new products and product enhancements in a cost-effective and timely manner, and achieve market acceptance of our new products;

·                  the ability of our security measures to protect our customer’s personal and/or proprietary data;

·                  our ability to operate in highly competitive markets against more established companies;

·                  our ability to adequately protect and enforce our intellectual property rights;

·                  our ability to successfully secure new contracts and renew existing contracts;

·                  traffic related litigation that may be commenced against us;

·                  our ability to attract and retain key personnel, including senior management;

·                  our ability to protect our management information systems and databases against system security failures, cyber threats or the potential failure of, or lack of access to, our Enterprise Resource Planning system;

·                  our ability to manage variability in revenues;

·                  our reliance on estimates in in measuring progress to completion of performance obligations for our Transportation Systems revenues;

·                  declines in the value of securities held in our investment portfolio;

·                  compliance of our internal controls with the requirements of the Sarbanes-Oxley Act;

·                  variability in our quarterly operating results;

·                  threats to our international business operations that are outside of our control;

·                  the volatility of the trading price of our common stock; and

·                  provisions of our charter documents that may discourage a third party from acquiring us.

There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties, or assumptions, many of which are beyond our control, that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. In light of these risks and uncertainties, there can be no assurance that the forward-looking information contained in this prospectus will in fact transpire or prove to be accurate. Readers are cautioned to consider the specific risk factors described herein and not to place undue reliance on thesethe forward-looking statements thatcontained herein, which speak only as of the date hereof. We encourage you to carefully review and consider the various disclosures made by us which describe certain factors which could affect our business, including in "Risk Factors" and other risks detailed in the documents incorporated by reference in this prospectus, before deciding to invest in our company or to maintain or increase your investment.

We undertake no obligation to reviseupdate or update publicly revise any forward-looking statement, for any reason, including to reflectwhether as a result of new information, future events or circumstancesotherwise, except as may be required under applicable securities laws. All subsequent written or oral forward-looking statements attributable to our company or persons acting on its behalf are expressly qualified in their entirety by this paragraph. You are advised, however, to consult any further disclosures we make on related subjects in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and our other filings with the SEC. Also note that we provide a cautionary discussion of risks and uncertainties relevant to our business under “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K and under “Item 1A Risk Factors” in our most recent Quarterly Report on Form 10-Q.. We note these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995. You should understand it is not possible to predict or identify all such factors.

SELLING STOCKHOLDERS

We are registering for resale an aggregate of 1,196,363 shares of our common stock (the “Shares”) by the Selling Stockholders. We are registering these Shares to permit the Selling Stockholders and their pledgees, donees, transferees and other successors-in-interest that receive Shares from a Selling Stockholder as a gift, partnership distribution or other non-sale related transfer after the date hereof orof this prospectus to reflectresell the occurrence of unanticipated events.


USE OF PROCEEDS

        Unless otherwise indicatedShares when and as they deem appropriate in the applicable prospectus supplement, we intendmanner described in the “Plan of Distribution”.  The following table sets forth:

·                  the name and address of each Selling Stockholder;

·                  the number of shares of common stock that the Selling Stockholder beneficially owned prior to use the net proceeds fromoffering for resale of the sale of securitiesShares under this prospectus,

·                  the maximum number of Shares that may be offered for general corporate purposes, which may include, but is not limitedresale for the account of the Selling Stockholders under this prospectus, and

·                  the number and percentage of shares of common stock to working capital, capital expenditures, research and development and licensing andbe beneficially owned by the Selling Stockholders after the offering of the Shares (assuming all of the offered Shares are sold by the Selling Stockholders).

On July 2, 2019, pursuant to the Purchase Agreement, we issued an aggregate of 868,774 shares of our common stock to the Selling Stockholders as payment of the Stock Consideration in connection with our acquisition of new productsAGI and companies. We will set forthwe agreed to issue up to 327,589 shares of restricted common stock to the Selling Stockholders as partial payment of  retention bonuses pursuant to certain Retention Bonus Agreements, each dated June 20, 2019, by and between the Company and the Selling Stockholder party thereto.

Other than Jeffrey Gerken, who is an officer of AGI, and the transactions undertaken in connection with our acquisition of AGI, none of the particular prospectus supplement our intended use for the net proceeds we receive from the saleSelling Stockholders has been an officer or director of us or any of our predecessors or affiliates within the last three years, nor has any Selling Stockholder had a material relationship with us within the last three years.  None of the Selling Stockholders is a broker-dealer or an affiliate of a broker-dealer, who should be identified as an underwriter.

Each Selling Stockholder may offer for sale all or part of the Shares from time to time. The table below assumes that the Selling Stockholders will sell all of the Shares offered for sale. A Selling Stockholder is under no obligation, however, to sell any Shares pursuant to this prospectus.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, securities under such prospectus supplement. Pendingthat are currently convertible or exercisable into our common stock, or convertible or exercisable within 60 days following the uses described above, we plan to invest the net proceedsdate of this offering in short- and medium-term, interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.prospectus, are deemed beneficially owned by such person.

Name of Selling Stockholder(1)

 

Common Stock
Beneficially
Owned
Prior to
Offering(1)

 

Maximum
Number of
Shares to
be Sold

 

Common
Stock
Beneficially
Owned
Prior to
Offering

 

Common
Stock
Beneficially
Owned
After
Offering

 

Percentage
Ownership
After
Offering

 

Jeffrey Gerken

 

789,598

 

789,598

 

789,598

 

0

 

0

%

Brian Gerken

 

239,273

 

239,273

 

239,273

 

0

 

0

%

Helmuth Arens

 

59,819

 

59,819

 

59,819

 

0

 

0

%

Danial Congel

 

59,819

 

59,819

 

59,819

 

0

 

0

%

Joseph Molinaro

 

23,927

 

23,297

 

23,297

 

0

 

0

%

John Albeck

 

23,927

 

23,927

 

23,297

 

0

 

0

%

(1) The address for each Selling Stockholder is 1907 N US 301, Suite 120, Tampa, FL 33619.


PLAN OF DISTRIBUTION

 We

The Selling Stockholders and any of their pledgees, donees, assignees and successors-in-interest may, sell the securities from time to time, pursuant to underwritten public offerings,sell any or all of their Shares being offered under this prospectus on any stock exchange, market or trading facility on which Shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling Stockholders may use any one or more of the following methods when disposing of the Shares:

·                  ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

·                  block trades orin which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

·                  purchases by a broker-dealer as principal and resales by the broker-dealer for its account;

·                  an exchange distribution in accordance with the rules of the applicable exchange;

·                  privately negotiated transactions;

·                  to cover short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the SEC;

·                  broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;

·                  firm commitment underwritten transactions;

·                  a combination of any of these methods. Wemethods of sale; and

·                  any other method permitted pursuant to applicable law

The Shares may sellalso be sold under Rule 144 under the securities separatelySecurities Act, if available for a Selling Stockholder, rather than under this prospectus. The Selling Stockholders have the sole and absolute discretion not to accept any purchase offer or together:make any sale of Shares if it deems the purchase price to be unsatisfactory at any particular time.

    •
    through one or more underwriters or dealers in

    The Selling Stockholders may pledge their Shares to their respective brokers under the margin provisions of customer agreements. If a public offering and sale by them;

    •
    through agents; and/or

    •
    directly to one or more purchasers.

        WeSelling Stockholder defaults on a margin loan, the broker may, distribute the securities from time to time, offer and sell the pledged Shares.

Broker-dealers engaged by the Selling Stockholders may arrange for other broker-dealers to participate in onesales. Broker-dealers may receive commissions or more transactions:

    •
    atdiscounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, which commissions as to a fixed priceparticular broker or prices, whichdealer may be changed;

    •
    at market prices prevailing atin excess of customary commissions to the timeextent permitted by applicable law.

    If sales of sale;

    •
    at prices related to such prevailing market prices; or

    •
    at negotiated prices.

        We may solicit directly offers to purchase the securities beingShares offered by this prospectus. We may also designate agents to solicit offers to purchase the securities from time to time. We may sell the securities being offered byunder this prospectus by any method permitted by law, including sales deemedare made to be an "at the market" offeringbroker-dealers as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended, or the Securities Act, including without limitation sales made directly on the Nasdaq Capital Market, on any other existing trading market for our securities or to or through a market maker. We will name in a prospectus supplement any agent involved in the offer or sale of our securities.


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        Ifprincipals, we utilize a dealer in the sale of the securities being offered by this prospectus, we will sell the securities to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale.

        If we utilize an underwriter in the sale of the securities being offered by this prospectus, we will execute an underwriting agreement with the underwriter at the time of sale and we will provide the name of any underwriter in the prospectus supplement that the underwriter will use to make resales of the securities to the public. In connection with the sale of the securities, we or the purchasers of securities for whom the underwriter may act as agent may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter may sell the securities to or through dealers, and the underwriter may compensate those dealers in the form of discounts, concessions or commissions.

        We will provide in the applicable prospectus supplement any compensation we will pay to underwriters, dealers or agents in connection with the offering of the securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers. In compliance with guidelines of the Financial Industry Regulatory Authority, or FINRA, the maximum consideration or discount to be received by any FINRA member or independent broker dealer may not exceed 8% of the aggregate amount of the securities offered pursuant to this prospectus and any applicable prospectus supplement. Underwriters, dealers and agents participating in the distribution of the securities may be deemed to be underwriters within the meaning of the Securities Act, and any discounts and commissions received by them and any profit realized by them on resale of the securities may be deemed to be underwriting discounts and commissions. We may enter into agreements to indemnify underwriters, dealers and agents against civil liabilities, including liabilities under the Securities Act, or to contribute to payments they maywould be required to make in respect thereof. In the event that an offering made pursuant to this prospectus is subject to FINRA Rule 5121, the prospectus supplement will comply with the prominent disclosure provisions of that rule.

        The securities may or may not be listed on a national securities exchange. To facilitate the offering of securities, certain persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities, which involves the sale by persons participating in the offering of more securities than we sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time.

        We may authorize underwriters, dealers or agents to solicit offers by certain purchasers to purchase the securities from us at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. The contracts will be subject only to those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth any commissions we pay for solicitation of these contracts.

        We may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement so indicates, in connection with any derivative transaction, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in


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settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be identified in the applicable prospectus supplement orfile a post-effective amendment to the registration statement of which this prospectus is a part. In addition,the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such sales.

The Selling Stockholders and any broker-dealers or agents that are involved in selling the Shares offered under this prospectus may otherwise loan or pledge securitiesbe deemed to a financial institution or other third party that in turn may sellbe “underwriters” within the securities short using this prospectus. Such financial institution or other third party may transfer its economic short position to investors in our securities ormeaning of the Securities Act in connection with these sales. Commissions received by these broker-dealers or agents and any profit on the resale of the Shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Any broker-dealers or agents that are deemed to be underwriters may not sell Shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a concurrent offeringsupplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of other securities.which this prospectus is a part.

 

The underwriters, dealersSelling Stockholders and agents may engage in transactions with us, or perform services for us,any other persons participating in the ordinary coursesale or distribution of business.the Shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the Selling Stockholders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such

distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the Shares.

If any of the Shares offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether any of the Selling Stockholders will sell all or any portion of the Shares offered under this prospectus

We have agreed to pay all fees and expenses we incur incident to the registration of the Shares being offered under this prospectus. However, the Selling Stockholders and purchaser are responsible for paying any discounts, commissions and similar selling expenses it incurs.

We and the Selling Stockholders have agreed to indemnify one another against certain losses, damages and liabilities arising in connection with this prospectus, including liabilities under the Securities Act.

We have agreed to keep the registration statement of which this prospectus forms a part effective at all times for a period of four (4) years.  The Shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the Shares covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.


DESCRIPTION OF OUR COMMON STOCK

 

The following summary of the terms of our common stock does not purport to be complete and is subject to and qualified in its entirety by reference to our Restated Certificate of Incorporation, or certificate of incorporation, and Restated Bylaws, or bylaws, copies of which are on file with the SEC as exhibits to registration statements previously filed by us. See "Where“Where You Can Find More Information."”

General

 

Our authorized capital stock consists of 70,000,000 shares of common stock, $0.10 par value per share, and 2,000,000 shares of preferred stock, $1.00 par value per share. As of August 1, 2017,December 20, 2019, we had 32,566,21040,580,990 shares of common stock outstanding, and 5,995,900 shares of common stock, issuable upon the exercise of stock options outstanding at a weighted average exercise price of $3.94 per share, 409,736 shares of restricted stock units issuable upon vesting, and an aggregate of 3,744,0001,911,755 additional shares of common stock reserved for issuance upon exercise of outstanding stock options granted under our 2007 Omnibus Incentive Plan and 2016 Omnibus Incentive Plan, and an aggregate of 2,391,238 shares of common stock reserved for issuance pursuant to future grants under our 2016 Omnibus Equity Incentive Plan.

 

The following summary of the rights of our common stock is not complete and is qualified in its entirety by reference to our Restated Certificate of Incorporation and Restated Bylaws, copies of which are filed as exhibits to the registration statement of which this prospectus is a part.

Voting Rights

 

Holders of our Common Stockcommon stock are entitled to one vote for each share held of record on all matters to be voted on by the stockholders.  With respectHolders of our common stock are not entitled to the election of directors, subject to certain conditions, holders of the Common Stock may cumulate their votes.

Dividends and Liquidation

 

Subject to limitations under applicable law and preferences that may apply to any outstanding shares of Preferred Stock,our preferred stock, holders of the Common Stockcommon stock are entitled to receive dividends when, as and if declared by the Board out of funds legally available therefor.  In the event of the Company'sCompany’s liquidation, dissolution or winding up, the holders of Common Stockcommon stock are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision has been made for any Preferred Stockpreferred stock having preference over the Common Stock.common stock.  Holders of shares of Common Stock,common stock, as such, have no conversion, preemptive or other subscription rights, and there are no redemption provisions applicable to the Common Stock.common stock.

Rights and Preferences

 

The common stock has no preemptive, conversion or other rights to subscribe for additional securities. There are no redemption or sinking fund provisions applicable to our common stock. The rights, preferences and privileges of holders of common stock are subject to, and may be adversely


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affected by, the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.

Fully Paid and Nonassessable

 

All outstanding shares of our common stock are, and all shares of common stock to be outstanding upon completion of the offering will be, validly issued, fully paid and nonassessable.

Stockholder Rights Plan

��       In August 2009, our Board of Directors adopted a stockholder rights plan, and declared a dividend distribution of one Preferred Stock purchase right (each a "Right") for each outstanding share of common stock. The description and terms of the Rights are set forth in a Rights Agreement dated August 20, 2009 between the Company and Computershare Trust Company, N.A., as rights agent, as amended by Amendment No. 1 to Rights Agreement dated August 8, 2012 (the "Amendment"). The description of the Rights is set forth in the Registration Statement on Form 8-A filed with the SEC on August 21, 2009 and the description of the Amendment is set forth in the Quarterly Report on Form 10-Q filed with the SEC on August 10, 2012, which descriptions are incorporated herein by reference.

Certificate of Incorporation and Bylaw Provisions

 

See "Certain“Certain Provisions of Delaware Law and of the Company'sCompany’s Certificate of Incorporation and Bylaws"Bylaws” for a description of provisions of our certificate of incorporation and bylaws which may have the effect of delaying changes in our control or management.

Transfer Agent and Registrar

 

The transfer agent and registrar for our common stock is Computershare Trust Company Inc.


DESCRIPTION OF PREFERRED STOCK

        We currently have authorized 2,000,000 shares of preferred stock, $1.00 par value per share, of which 100,000 shares have been designated Series A Junior Participating Preferred Stock. As of the date of this prospectus, we did not have any shares of preferred stock outstanding.

General

        Prior to issuance of shares of each series of our undesignated preferred stock, our board of directors is required by the Delaware General Corporate Law, or DGCL, and our Restated Certificate of Incorporation, or certificate of incorporation, to adopt resolutions and file a Certificate of Designations with the Secretary of State of the State of Delaware, fixing for each such series the designations, powers, preferences, rights, qualifications, limitations and restrictions of the shares of such series. Our board of directors could authorize the issuance of shares of preferred stock with terms and conditions which could have the effect of discouraging a takeover or other transaction which holders of some, or a majority, of such shares might believe to be in their best interests or in which holders of some, or a majority, of such shares might receive a premium for their shares over the then-market price of such shares.

        Subject to limitations prescribed by the DGCL, our certificate of incorporation and our Restated Bylaws, or bylaws, our board of directors is authorized to fix the number of shares constituting each series of preferred stock and the designations, powers, preferences, rights, qualifications, limitations and restrictions of the shares of such series, including such provisions as may be desired concerning voting, redemption, dividends, dissolution or the distribution of assets, conversion or exchange, and such other


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subjects or matters as may be fixed by resolution of the board of directors. Each series of preferred stock that we offer under this prospectus will, when issued, be fully paid and nonassessable and will not have, or be subject to, any preemptive or similar rights.

        The applicable prospectus supplement(s) will describe the following terms of the series of preferred stock in respect of which this prospectus is being delivered:

    •
    the title and stated value of the preferred stock;

    •
    the number of shares of the preferred stock offered, the liquidation preference per share and the purchase price of the preferred stock;

    •
    the dividend rate(s), period(s) and/or payment date(s) or the method(s) of calculation for dividends;

    •
    whether dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall accumulate;

    •
    the procedures for any auction and remarketing, if any, for the preferred stock;

    •
    the provisions for a sinking fund, if any, for the preferred stock;

    •
    the provisions for redemption, if applicable, of the preferred stock;

    •
    any listing of the preferred stock on any securities exchange or market;

    •
    the terms and conditions, if applicable, upon which the preferred stock will be convertible into common stock or another series of our preferred stock, including the conversion price (or its manner of calculation) and conversion period;

    •
    the terms and conditions, if applicable, upon which preferred stock will be exchangeable into our debt securities, including the exchange price, or its manner of calculation, and exchange period;

    •
    voting rights, if any, of the preferred stock;

    •
    a discussion of any material and/or special U.S. federal income tax considerations applicable to the preferred stock;

    •
    whether interests in the preferred stock will be represented by depositary shares;

    •
    the relative ranking and preferences of the preferred stock as to dividend rights and rights upon liquidation, dissolution or winding up of our affairs;

    •
    any limitations on issuance of any series of preferred stock ranking senior to or on a parity with the preferred stock as to dividend rights and rights upon liquidation, dissolution or winding up of our affairs; and

    •
    any other specific terms, preferences, rights, limitations or restrictions on the preferred stock.

Rank

        Unless otherwise specified in the prospectus supplement, with respect to dividend rights and rights upon liquidation, dissolution or winding up of Iteris, the preferred stock will rank:

    •
    senior to all classes or series of our common stock, and to all equity securities issued by us the terms of which specifically provide that such equity securities rank junior to the preferred stock with respect to dividend rights or rights upon the liquidation, dissolution or winding up of us;

    •
    on a parity with all equity securities issued by us that do not rank senior or junior to the preferred stock with respect to dividend rights or rights upon the liquidation, dissolution or winding up of us; and

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    •
    junior to all equity securities issued by us the terms of which do not specifically provide that such equity securities rank on a parity with or junior to the preferred stock with respect to dividend rights or rights upon the liquidation, dissolution or winding up of us (including any entity with which we may be merged or consolidated or to which all or substantially all of our assets may be transferred or which transfers all or substantially all of our assets).

        As used for these purposes, the term "equity securities" does not include convertible debt securities.

Transfer Agent and Registrar

        The transfer agent and registrar for any series or class of preferred stock will be set forth in the applicable prospectus supplement.


DESCRIPTION OF EQUITY WARRANTS

        We may issue equity warrants to purchase common stock or preferred stock. The warrants may be issued independently or together with any securities and may be attached to or separate from the securities. The warrants are to be issued under warrant agreements to be entered into between us and a bank or trust company, as warrant agent, all as shall be set forth in the prospectus supplement relating to warrants being offered pursuant to such prospectus supplement. The following description of warrants will apply to the warrants offered by this prospectus unless we provide otherwise in the applicable prospectus supplement. The applicable prospectus supplement for a particular series of warrants may specify different or additional terms.

Equity Warrants

        The applicable prospectus supplement will describe the following terms of equity warrants offered:

    •
    the title of the equity warrants;

    •
    the securities (i.e., common stock or preferred stock) for which the equity warrants are exercisable;

    •
    the price or prices at which the equity warrants will be issued;

    •
    if applicable, the designation and terms of the common stock or preferred stock with which the equity warrants are issued, and the number of equity warrants issued with each share of common stock or preferred stock;

    •
    if applicable, the date on and after which the equity warrants and the related common stock or preferred stock will be separately transferable;

    •
    if applicable, a discussion of any material Federal income tax considerations; and

    •
    any other terms of the equity warrants, including terms, procedures and limitations relating to the exchange and exercise of equity warrants.

        Prior to exercise of the equity warrants, holders of equity warrants will not be entitled, by virtue of being such holders, to vote, consent, receive dividends, receive notice as stockholders with respect to any meeting of stockholders for the election of our directors or any other matter, or to exercise any rights whatsoever as our stockholders.

        The exercise price payable and the number of shares of common stock or preferred stock purchasable upon the exercise of each equity warrant will be subject to adjustment in certain events, including the issuance of a stock dividend to holders of common stock or preferred stock or a stock split, reverse stock split, combination, subdivision or reclassification of common stock or preferred


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stock. In lieu of adjusting the number of shares of common stock or preferred stock purchasable upon exercise of each equity warrant, we may elect to adjust the number of equity warrants. No adjustments in the number of shares purchasable upon exercise of the equity warrants will be required until cumulative adjustments require an adjustment of at least 1% thereof. We may, at our option, reduce the exercise price at any time. No fractional shares will be issued upon exercise of equity warrants, but we will pay the cash value of any fractional shares otherwise issuable. Notwithstanding the foregoing, in case of any consolidation, merger, or sale or conveyance of our property in its entirety or substantially in its entirety, the holder of each outstanding equity warrant shall have the right to the kind and amount of shares of stock and other securities and property, including cash, receivable by a holder of the number of shares of common stock or preferred stock into which the equity warrant was exercisable immediately prior to such transaction.

Exercise of Warrants

        Each warrant will entitle the holder to purchase for cash such principal amount of securities or shares of stock at such exercise price as shall in each case be set forth in, or be determinable as set forth in, the prospectus supplement relating to the warrants offered thereby. Warrants may be exercised at any time up to the close of business on the expiration date set forth in the prospectus supplement relating to the warrants offered thereby. After the close of business on the expiration date, unexercised warrants will become void.

        The warrants may be exercised as set forth in the prospectus supplement relating to the warrants offered. Upon receipt of payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the prospectus supplement, we will, as soon as practicable, forward the securities purchasable upon such exercise. If less than all of the warrants represented by such warrant certificate are exercised, a new warrant certificate will be issued for the remaining warrants.


DESCRIPTION OF UNITS

        The following description, together with the additional information we include in any applicable prospectus supplement, summarizes the general features of the units that we may offer under this prospectus. We may issue units consisting of two or more other constituent securities. These units may be issuable as, and for a specified period of time may be transferable only as a single security, rather than as the separate constituent securities comprising such units. While the features we have summarized below will generally apply to any units we may offer under this prospectus, we will describe the particular terms of any units that we may offer in more detail in the applicable prospectus supplement. The specific terms of any units may differ from the description provided below as a result of negotiations with third parties in connection with the issuance of those units, as well as for other reasons. Because the terms of any units we offer under a prospectus supplement may differ from the terms we describe below, you should rely solely on information in the applicable prospectus supplement if that summary is different from the summary in this prospectus.

        We urge you to read the applicable prospectus supplement related to the specific units being offered, as well as the complete instruments that contain the terms of the securities that comprise those units. Certain of those instruments, or forms of those instruments, have been or will be filed as exhibits to the registration statement of which this prospectus is a part, and supplements to those instruments or forms may be incorporated by reference into the registration statement of which this prospectus is a part from reports we file with the SEC.

        If we offer any units, certain terms of that series of units will be described in the applicable prospectus supplement, including, without limitation, the following, as applicable:

    •
    the title of the series of units;

    •
    identification and description of the separate constituent securities comprising the units;

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      •
      the price or prices at which the units will be issued;

      •
      the date, if any, on and after which the constituent securities comprising the units will be separately transferable;

      •
      a discussion of certain United States federal income tax considerations applicable to the units; and

      •
      any other terms of the units and their constituent securities.


    GLOBAL SECURITIES

    Book-Entry, Delivery and Form

            Unless we indicate differently in a prospectus supplement, the securities initially will be issued in book-entry form and represented by one or more global notes or global securities, or, collectively, global securities. The global securities will be deposited with, or on behalf of, The Depository Trust Company, New York, New York, as depositary, or DTC, and registered in the name of Cede & Co., the nominee of DTC. Unless and until it is exchanged for individual certificates evidencing securities under the limited circumstances described below, a global security may not be transferred except as a whole by the depositary to its nominee or by the nominee to the depositary, or by the depositary or its nominee to a successor depositary or to a nominee of the successor depositary.

            DTC has advised us that it is:

      •
      a limited-purpose trust company organized under the New York Banking Law;

      •
      a "banking organization" within the meaning of the New York Banking Law;

      •
      a member of the Federal Reserve System;

      •
      a "clearing corporation" within the meaning of the New York Uniform Commercial Code; and

      •
      a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act.

            DTC holds securities that its participants deposit with DTC. DTC also facilitates the settlement among its participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in participants' accounts, thereby eliminating the need for physical movement of securities certificates. "Direct participants" in DTC include securities brokers and dealers, including underwriters, banks, trust companies, clearing corporations and other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation, or DTCC. DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others, which we sometimes refer to as indirect participants, that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly. The rules applicable to DTC and its participants are on file with the SEC.

            Purchases of securities under the DTC system must be made by or through direct participants, which will receive a credit for the securities on DTC's records. The ownership interest of the actual purchaser of a security, which we sometimes refer to as a beneficial owner, is in turn recorded on the direct and indirect participants' records. Beneficial owners of securities will not receive written confirmation from DTC of their purchases. However, beneficial owners are expected to receive written confirmations providing details of their transactions, as well as periodic statements of their holdings, from the direct or indirect participants through which they purchased securities. Transfers of ownership interests in global securities are to be accomplished by entries made on the books of participants acting


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    on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in the global securities, except under the limited circumstances described below.

            To facilitate subsequent transfers, all global securities deposited by direct participants with DTC will be registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of securities with DTC and their registration in the name of Cede & Co. or such other nominee will not change the beneficial ownership of the securities. DTC has no knowledge of the actual beneficial owners of the securities. DTC's records reflect only the identity of the direct participants to whose accounts the securities are credited, which may or may not be the beneficial owners. The participants are responsible for keeping account of their holdings on behalf of their customers.

            So long as the securities are in book-entry form, you will receive payments and may transfer securities only through the facilities of the depositary and its direct and indirect participants. We will maintain an office or agency in the location specified in the prospectus supplement for the applicable securities, where notices and demands in respect of the securities and the indenture may be delivered to us and where certificated securities may be surrendered for payment, registration of transfer or exchange.

            Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants and by direct participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any legal requirements in effect from time to time.

            Redemption notices will be sent to DTC. If less than all of the securities of a particular series are being redeemed, DTC's practice is to determine by lot the amount of the interest of each direct participant in the securities of such series to be redeemed.

            Neither DTC nor Cede & Co. (or such other DTC nominee) will consent or vote with respect to the securities. Under its usual procedures, DTC will mail an omnibus proxy to us as soon as possible after the record date. The omnibus proxy assigns the consenting or voting rights of Cede & Co. to those direct participants to whose accounts the securities of such series are credited on the record date, identified in a listing attached to the omnibus proxy.

            So long as securities are in book-entry form, we will make payments on those securities to the depositary or its nominee, as the registered owner of such securities, by wire transfer of immediately available funds. If securities are issued in definitive certificated form under the limited circumstances described below, we will have the option of making payments by check mailed to the addresses of the persons entitled to payment or by wire transfer to bank accounts in the United States designated in writing to the applicable trustee or other designated party at least 15 days before the applicable payment date by the persons entitled to payment.

            Redemption proceeds, distributions and dividend payments on the securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit direct participants' accounts upon DTC's receipt of funds and corresponding detail information from us on the payment date in accordance with their respective holdings shown on DTC records. Payments by participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for the account of customers in bearer form or registered in "street name." Those payments will be the responsibility of participants and not of DTC or us, subject to any statutory or regulatory requirements in effect from time to time. Payment of redemption proceeds, distributions and dividend payments to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC, is our responsibility, disbursement of payments to direct participants is the responsibility of DTC, and disbursement of payments to the beneficial owners is the responsibility of direct and indirect participants.


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            Except under the limited circumstances described below, purchasers of securities will not be entitled to have securities registered in their names and will not receive physical delivery of securities. Accordingly, each beneficial owner must rely on the procedures of DTC and its participants to exercise any rights under the securities and the indenture.

            The laws of some jurisdictions may require that some purchasers of securities take physical delivery of securities in definitive form. Those laws may impair the ability to transfer or pledge beneficial interests in securities.

            DTC may discontinue providing its services as securities depository with respect to the securities at any time by giving reasonable notice to us. Under such circumstances, in the event that a successor depository is not obtained, securities certificates are required to be printed and delivered.

            As noted above, beneficial owners of a particular series of securities generally will not receive certificates representing their ownership interests in those securities. However, if:

      •
      DTC notifies us that it is unwilling or unable to continue as a depositary for the global security or securities representing such series of securities or if DTC ceases to be a clearing agency registered under the Exchange Act at a time when it is required to be registered and a successor depositary is not appointed within 90 days of the notification to us or of our becoming aware of DTC's ceasing to be so registered, as the case may be;

      •
      we determine, in our sole discretion, not to have such securities represented by one or more global securities; or

      •
      an Event of Default has occurred and is continuing with respect to such series of securities,

    we will prepare and deliver certificates for such securities in exchange for beneficial interests in the global securities. Any beneficial interest in a global security that is exchangeable under the circumstances described in the preceding sentence will be exchangeable for securities in definitive certificated form registered in the names that the depositary directs. It is expected that these directions will be based upon directions received by the depositary from its participants with respect to ownership of beneficial interests in the global securities.

            We have obtained the information in this section and elsewhere in this prospectus concerning DTC and DTC's book-entry system from sources that are believed to be reliable, but we take no responsibility for the accuracy of this information.


    CERTAIN PROVISIONS OF DELAWARE LAW AND OF THE
    COMPANY'SOUR CERTIFICATE OF INCORPORATION AND BYLAWS

    Delaware Takeover Statute

     

    We are subject to Section 203 of the DGCL. This statute regulating corporate takeovers prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for three years following the date that the stockholder became an interested stockholder, unless:

      •

      ·prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

      ·

      •
      the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding (a) shares owned by persons who are directors and also officers and (b) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

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      •
      on or subsequent to the date of the transaction, the business combination is approved by the board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 662/3% 2/3% of the outstanding voting stock which is not owned by the interested stockholder.

     

    Section 203 defines a business combination to include:

      •

      ·any merger or consolidation involving the corporation and the interested stockholder;

      ·

      •
      any sale, transfer, pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation;

      ·

      •
      subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; or

      ·

      •
      the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

    In general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by the entity or person.

    Certificate of Incorporation and Bylaw Provisions

     

    Provisions of our certificate of incorporation and bylaws may have the effect of making it more difficult for a third party to acquire, or discourage a third party from attempting to acquire, control of our company by means of a tender offer, a proxy contest or otherwise. These provisions may also make the removal of incumbent officers and directors more difficult. These provisions are intended to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of Iteris to first negotiate with us. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock. These provisions may make it more difficult for stockholders to take specific corporate actions and could have the effect of delaying or preventing a change in our control. In particular, our certificate of incorporation and bylaws provide for the following:

    Special Meetings of Stockholders.Special meetings of our stockholders may be called only by the chairman of the board of directors, our president, a majority of the members of the board of directors, or by one or more stockholders holding shares in the aggregate entitled to cast not less than 10% of the votes at the special meeting.

    Advance Notice Requirement.Stockholder proposals to be brought before an annual meeting of our stockholders must comply with advance notice procedures. These advance notice procedures require timely notice and apply in several situations, including stockholder proposals and nominations of persons for election to the board of directors. Generally, to be timely, notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year.

    Amendment of Bylaws and Certificate of Incorporation.The approval of not less than 662/3% 2/3% of the outstanding shares of our capital stock entitled to vote is required to amend provisions of our bylaws discussed above under "Advance“Advance Notice Requirement"Requirement”. This provisions could make it more difficult to circumvent the anti-takeover provisions of our certificate of incorporation and our bylaws.

    Issuance of Undesignated Preferred Stock.Our board of directors is authorized to issue, without further action by the stockholders, up to 2,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by the board of directors. We currently have 100,000 shares of preferred stock designated as Series A Junior Participating Preferred


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    Stock. As of the date of this prospectus, we did not have any shares of preferred stock outstanding. The existence of authorized but unissued shares of preferred stock enables our board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise.

    Limitation of Liability and Indemnification of Officers and Directors

     

    As permitted by Section 102 of the DGCL, we have adopted provisions in our certificate of incorporation and bylaws that limit or eliminate the personal liability of our directors for a breach of their fiduciary duty of care as a director. The duty of care generally requires that, when acting on behalf of the corporation, directors exercise an informed business judgment based on all material information reasonably available to them. Consequently, a director will not be personally liable to us or our stockholders for monetary damages or breach of fiduciary duty as a director, except for liability for:

      •

      ·any breach of the director'sdirector’s duty of loyalty to us or our stockholders;

      ·

      •
      any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

      ·

      •
      pursuant to Section 174 of the General Corporation Law of the State of Delaware; or

      ·

      •
      any transaction from which the director derived an improper personal benefit.

     

    These limitations of liability do not affect the availability of equitable remedies such as injunctive relief or rescission. Our certificate of incorporation also authorizes us to indemnify our officers, directors and other agents to the fullest extent permitted under Delaware law.

    As permitted by Section 145 of the DGCL, our bylaws provide that:

      •

      ·we may indemnify our directors, officers, and employees to the fullest extent permitted by the DGCL, subject to limited exceptions;

      ·

      •
      we may advance expenses to our directors, officers and employees in connection with a legal proceeding to the fullest extent permitted by the DGCL, subject to limited exceptions; and

      ·

      •
      the rights provided in our bylaws are not exclusive.

     

    We have entered, and intend to continue to enter, into separate indemnification agreements with each of our directors and officers which may be broader than the specific indemnification provisions contained in the DGCL. These indemnification agreements may require us, among other things, to indemnify our officers and directors against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct. These indemnification agreements also may require us to advance any expenses incurred by the directors or officers as a result of any proceeding against them as to which they could be indemnified. At present, we are not aware of any pending or threatened litigation or proceeding involving a director, officer, employee or agent in which indemnification would be required or permitted. We are not aware of any threatened litigation or proceeding that might result in a claim for such indemnification. We have also purchased a policy of directors'directors’ and officers'officers’ liability insurance that insures our directors and officers against the cost of defense, settlement or payment of a judgment in some circumstances.


    LEGAL MATTERS

     

    Loeb & Loeb LLP, Los Angeles, California, will issue an opinion about certain legal matters with respect to the offered securities.


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    EXPERTS

     

    EXPERTS

    The consolidated financial statements as of March 31, 20172019 and 2016,2018, and for the years ended March 31, 20172019 and 20162018 incorporated by reference in this Prospectus, and the effectiveness of Iteris Inc. and subsidiary'ssubsidiary’s internal control over financial reporting for the year ended March 31, 20172019 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated by reference herein. Such consolidated financial statements have been incorporated by reference in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

     RSM US LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2015, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement.


    LIMITATION ON LIABILITY AND DISCLOSURE OF COMMISSION POSITION ON
    INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

     

    Our certificate of incorporation and bylaws provide that we will indemnify our directors and officers, and may indemnify our employees and other agents, to the fullest extent permitted by the DGCL. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.


    WHERE YOU CAN FIND MORE INFORMATION

            We have filed with the SEC a registration statement on Form S-3 under the Securities Act, of which this prospectus forms a part. The rules and regulations of the SEC allow us to omit from this prospectus certain information included in the registration statement. For further information about us and our securities, you should refer to the registration statement and the exhibits and schedules filed with the registration statement. With respect to the statements contained in this prospectus regarding the contents of any agreement or any other document, in each instance, the statement is qualified in all respects by the complete text of the agreement or document, a copy of which has been filed as an exhibit to the registration statement.

            We file reports, proxy statements and other information with the SEC under the Exchange Act. You may read and copy this information from the Public Reference Room of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549, at prescribed rates. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that website iswww.sec.gov.

            We also maintain a website at www.Iteris.com through which you can access our filings with the SEC. The information contained in, or accessible through, our website is not a part of this prospectus.


    INFORMATION INCORPORATED BY REFERENCE

     

    The SEC allows us to "incorporate“incorporate by reference"reference” the information we file with it which means that we can disclose important information to you by referring you to those documents instead of having to repeat the information in this prospectus. The information incorporated by reference is considered to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future information filed (rather than furnished) with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the


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    Exchange Act between the date of this prospectus and the termination of the offering and also between the date of the initial registration statement and prior to effectiveness of

    the registration statement, provided, however, that we are not incorporating any information furnished under any of Item 2.02 or Item 7.01 of any current report on Form 8-K:

    These documents may also be accessed on our website atwww.Iteris.com. Except as otherwise specifically incorporated by reference in this prospectus, information contained in, or accessible through, our website is not a part of this prospectus.

     

    We will furnish without charge to you, upon written or oral request, a copy of any or all of the documents incorporated by reference into this prospectus or the registration statement of which it forms a part, including exhibits to these documents by writing or telephoning us at the following address:

    Iteris, Inc.

    1700 Carnegie Avenue, Suite 100
    Santa Ana, CA 92705

    Attention: Corporate Secretary

    (949) 270-9400

    1,196,363 Shares of Common Stock


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    $75,000,000

    LOGO

    Common Stock
    Preferred Stock
    Equity Warrants
    Units


    PROSPECTUS


                , 2017

     

    , 2019

    We have not authorized any dealer, salesperson or other person to give any information or represent anything not contained in or incorporated by reference into this prospectus. You must not rely on any unauthorized information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus does not offer to sell any shares in any jurisdiction where it is unlawful. Neither the delivery of this prospectus, nor any sale made hereunder, shall create any implication that the information in this prospectus is correct after the date hereof.

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    PART II

    INFORMATION NOT REQUIRED IN PROSPECTUS

    ITEM 14.Other Expenses of Issuance and Distribution.

     

    The following table sets forth the costs and expenses payable by Iteris, Inc. in connection with the sale of the securities being registered hereby. All amounts are estimates except the Securities and Exchange Commission registration fee.

     
    		 Amount to
    be Paid    		 

    Securities and Exchange Commission registration fee

    		 $8,692.50 

    Printing and engraving expenses

    		  4,500.00 

    Legal fees and expenses

    		  7,500.00 

    Accounting fees and expenses

    		  35,000.00 

    Total

    		 $55,692.50 
    ​​​ ​ ​

     

     

    Amount to
    be Paid

     

    Securities and Exchange Commission registration fee

     

    $

    795.07

     

    Printing and engraving expenses

     

    4,500.00

     

    Legal fees and expenses

     

    7,500.00

     

    Accounting fees and expenses

     

    10,000.00

     

     

     

     

     

    Total

     

    $

    22,795.07

     

    ITEM 15.Indemnification of Directors and Officers.

     

    As permitted by Section 102 of the Delaware General Corporation Law, or DGCL, we have adopted provisions in our certificate of incorporation and bylaws that limit or eliminate the personal liability of our directors for a breach of their fiduciary duty of care as a director. The duty of care generally requires that, when acting on behalf of the corporation, directors exercise an informed business judgment based on all material information reasonably available to them. Consequently, a director will not be personally liable to us or our stockholders for monetary damages or breach of fiduciary duty as a director, except for liability for:

      •

      ·any breach of the director'sdirector’s duty of loyalty to us or our stockholders;

      ·

      •
      any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

      ·

      •
      pursuant to Section 174 of the General Corporation Law of the State of Delaware; or

      ·

      •
      any transaction from which the director derived an improper personal benefit.

     

    These limitations of liability do not affect the availability of equitable remedies such as injunctive relief or rescission. Our certificate of incorporation also authorizes us to indemnify our officers, directors and other agents to the fullest extent permitted under Delaware law.

     

    As permitted by Section 145 of the DGCL, our bylaws provide that:

      •

      ·we may indemnify our directors, officers, and employees to the fullest extent permitted by the DGCL, subject to limited exceptions;

      ·

      •
      we may advance expenses to our directors, officers and employees in connection with a legal proceeding to the fullest extent permitted by the DGCL, subject to limited exceptions; and

      ·

      •
      the rights provided in our bylaws are not exclusive.

     

    Our certificate of incorporation and our bylaws provide for the indemnification provisions described above and elsewhere herein. In addition, we have entered into separate indemnification agreements with our directors and officers which may be broader than the specific indemnification provisions contained in the DGCL. These indemnification agreements may require us, among other things, to indemnify our officers and directors against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct. These indemnification agreements also may require us to advance any expenses incurred by the directors or

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    officers as a result of any proceeding against them as to which they could be indemnified. In addition, we have purchased a policy of directors'directors’ and officers'officers’ liability insurance that insures our directors and officers against the cost of defense, settlement or payment of a judgment in some circumstances. These indemnification

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    provisions and the indemnification agreements may be sufficiently broad to permit indemnification of our officers and directors for liabilities, including reimbursement of expenses incurred, arising under the Securities Act of 1933, as amended.

     

    See also the undertakings set out in response to Item 17.

    ITEM 16.Exhibits.

     

    The attached Exhibit Index is incorporated herein by reference.

    ITEM 17.Undertakings.

    (a)

    The undersigned registrant hereby undertakes:

       

      (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

         

        (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

         

        (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation“Calculation of Registration Fee"Fee” table in the effective registration statement;

         

        (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in this registration statement.

      Provided,however, that the undertakings set forth in paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement.

      (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.

       

      (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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    (b) The undersigned registrant hereby further undertakes that, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

       

      (1) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

      (2) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be

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    deemed to be the initialbona fide offering thereof.Provided,however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

     

    (c) The undersigned registrant hereby undertakes that, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

    (d) The undersigned registrant hereby undertakes that: (i) for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of the registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of the registration statement as of the time it was declared effective; and (ii) for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.

     

    (e) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant'sregistrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan'splan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is

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    incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.

     (f)

    (g) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, and will be governed by the final adjudication of such issue.

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    EXHIBIT INDEX

    Exhibit
    Number

    Description

      2.1(1)

    Stock Purchase Agreement dated June 10, 2019 by and among Iteris, Inc., Albeck Gerken, Inc. and the stockholders parties thereto

      3.1(2)

    Restated Certificate of Incorporation of Iteris, Inc.

      3.2(3)

    Restated Bylaws, as amended of Iteris, Inc.

      4.1(4)

    Form of Common Stock Certificate

      5.1

    Opinion of Loeb & Loeb LLP

    10.1(5)

    Form of Retention Bonus Agreements between Iteris, Inc. and each Selling Stockholder party thereto

    23.1

    Consent of Independent Registered Public Accounting Firm (Deloitte & Touche LLP)

    23.2

    Consent of Loeb & Loeb LLP (included in Exhibit 5.1)

    24.1

    Power of Attorney (included in the signature pages hereto)

    (1)

    Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K as filed with the SEC on June 14, 2019.

    (2)

    Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K as filed with the SEC on October 15, 2018.

    (3)

    Incorporated by reference to Exhibit 3.1 to Registrant’s Quarterly Report on Form 10-Q as filed with the SEC on August 7, 2018

    (4)

    Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form 8-A (File No. 001-08762), as filed with the SEC on December 8, 2004.

    (5)

    Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K as filed with the SEC on July 9, 2019.

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    Exhibit
    Number    		 Description
     1.1*Form of Underwriting Agreement
         
     3.1(1)Restated Certificate of Incorporation
         
     3.2(2)Restated Bylaws
         
     3.3(1)Certificate of Designations for Series A Junior Participating Preferred Stock
         
     4.1(3)Form of Common Stock Certificate
         
     4.2(4)Rights Agreement dated August 20, 2009 between the Registrant and Computershare Trust Company, N.A., including exhibits thereto.
         
     4.3(5)Amendment No. 1 to Rights Agreement dated August 8, 2012 between the Registrant and Computershare Trust Company, N.A..
         
     4.4*Form of Preferred Stock Certificate
         
     4.5*Form of Equity Warrant
         
     4.6*Form of Unit
         
     5.1 Opinion of Loeb & Loeb LLP
         
     23.1 Consent of Independent Registered Public Accounting Firm (Deloitte & Touche LLP)
         
     23.2 Consent of Independent Registered Public Accounting Firm (RSM US LLP)
         
     23.3 Consent of Loeb & Loeb LLP (included in Exhibit 5.1)
         
     24.1 Power of Attorney (included in the signature pages hereto)
    (1)
    Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q as filed with the SEC on October 30, 2009.

    (2)
    Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q as filed with the SEC on February 9, 2017.

    (3)
    Incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form 8-A (File No. 001-08762), as filed with the SEC on December 8, 2004.

    (4)
    Incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K as filed with the SEC on August 21, 2009.

    (5)
    Incorporated by reference to Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q as filed with the SEC on August 10, 2012.

    *
    To be filed by amendment or by a report filed under the Securities Exchange Act of 1934, as amended, and incorporated herein by reference.

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    SIGNATURES

     

    Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Ana, State of California, on September 1, 2017.December 23, 2019.

    ITERIS, INC.




    By:

    /s/ JOE BERGERA

    By:

    		Name:Joe Bergera

    /s/ J. JOSEPH (“JOE”) BERGERA

    Name: J. Joseph (Joe) Bergera

    Title:

    		Chief Executive Officer (principal executive officer)


    POWER OF ATTORNEY

     

    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints JoeJ. Joseph Bergera and Andrew Schmidt,Douglas L. Groves, and each of them acting individually, as his true and lawful attorneys-in-fact and agents, with full power of each to act alone, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement filed herewith and any and all amendments to said Registration Statement (including post-effective amendments and any related registration statements thereto filed pursuant to Rule 462 and otherwise), and file the 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, with full power of each to act alone, 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 for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or their substitutes, may lawfully do or cause to be done by virtue hereof.

     

    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

    Signature

    Title

    Date






    /s/ JOEJ. JOSEPH (“JOE”) BERGERA

    Joe Bergera

    President, Chief Executive Officer and Director (Principal Executive Officer)

    		August 24, 2017

    December 23, 2019


    J. Joseph (“Joe”) Bergera

    /s/ ANDREW C. SCHMIDT

    Andrew C. SchmidtDOUGLAS L. GROVES



    Sr. Vice President, Finance and Chief Financial Officer (Principal Financial and Accounting Officer)



    August 24, 2017

    December 23, 2019


    /s/ D. KYLE CERMINARA
    D. Kyle Cerminara

    Douglas L. Groves



    Director

    August 24, 2017

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    Signature
    Title
    Date





    /s/ LAURA L. SIEGAL

    Director

    December 23, 2019

    Laura L. Siegal

    /s/ KEVIN C. DALY, PH.D.

    Director

    December 23, 2019

    Kevin C. Daly, Ph.D.

    		DirectorAugust 24, 2017


    /s/ GERARD M. MOONEY

    Director

    December 23, 2019

    Gerard M. Mooney



    Director

    August 24, 2017


    /s/ THOMAS L. THOMAS

    Director

    December 23, 2019

    Thomas L. Thomas



    Director

    August 24, 2017


    /s/ MIKEL H. WILLIAMS
    Mikel H. Williams



    Director



    August 24, 2017


    /s/ SCOTT E. DEETER

    Director

    December 23, 2019

    Scott E. Deeter



    Director

    August 24, 2017

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