Table of operations could be seriously harmed. In that event, the market price for our common stock could decline and you may lose all or part of your investment.Contents

        We Have Experienced Substantial Losses And May Continue To Experience Losses For The Foreseeable Future.    We experienced net losses from continuing operations of $11.3 million, $1.9 million and $5.3 million in the years ended March 31, 2005, 2004, and 2003, respectively. While we have divested all of our other business units and merged with our Iteris Subsidiary, we cannot assure you that our effortsthese words are intended to downsize our operations or reduce our operating expenses will improve our financial performance, or that we will be able to achieve profitability on a quarterly or annual basis in the future. Most of our expensesidentify forward-looking statements. These forward-looking statements include, but are fixed in advance. As such, we generally are unable to reduce our expenses significantly in the short-term to compensate for any unexpected delay or decrease in anticipated revenues. As a result, we may continue to experience operating losses and net losses, which would make it difficult to fund our operations and achieve our business plan, and could cause the market price of our common stock to decline.

        We May Need To Raise Additional Capital In The Future, But We May Not Be Able To Secure Adequate Funds On Terms Acceptable To Us, Or At All.    We have generated significant net losses and operating losses in recent periods, and have experienced volatility in our cash flows from operations ranging from positive cash flows from operations of $858,000 in the year ended March 31, 2005, to negative cash flows from operations of $718,000 and $4.8 million in the years ended March 31, 2004, and 2003, respectively. While we completed a $10.1 million convertible debenture financing and our Iteris Subsidiary closed a $5.0 million term loan in May 2004, the majority of the proceeds from such financings were used to purchase the Series A preferred stock of our Iteris Subsidiary held by outside investors.

        At March 31, 2005, we failed to meet some of our debt covenants under our current credit agreement with our bank. At that time, we had $4.0 million in term debt and $945,000 in revolving credit outstanding in connection with this credit agreement. Although we are currently in negotiations to restructure this credit facility, we cannot assure you that we will be able to complete this restructuring under acceptable terms, or at all.

        We may raise additional capital in the near future to fund our operations or to repay indebtedness. Such additional capital may be raised through bank borrowings, or other debt or equity financings.    We cannot assure you that any additional capital will be available on a timely basis, on acceptable terms, or at all.

        Our capital requirements will depend on many factors, including, but not limited to:

•

to, statements regarding our ability to successfully renegotiate a new credit arrangement with our bank;



•

our ability to control costs;



•

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 overall level of salesstatus of our products;



•

facilities and product development. These statements are not guarantees of future performance and are subject to certain risks and uncertainties that could cause our abilityactual results to generate operating income;differ materially from those projected. You should not place undue reliance on these forward-looking statements that 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 revise or update publicly any forward-looking statement for any reason, including to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.


USE OF PROCEEDS


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increased

        Unless otherwise indicated in the applicable prospectus supplement, we intend to use the net proceeds from the sale of securities under this prospectus for general corporate purposes, which may include, but is not limited to, working capital, capital expenditures, research and development funding;and licensing and acquisition of new products and companies. We will set forth in the particular prospectus supplement our intended use for the net proceeds we receive from the sale of our securities under such prospectus supplement. Pending the uses described above, we plan to invest the net proceeds 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.


PLAN OF DISTRIBUTION


        We may sell the securities from time to time pursuant to underwritten public offerings, negotiated transactions, block trades or a combination of these methods. We may sell the securities separately or together:

•

through one or more underwriters or dealers in a public offering and sale by them;



•

through agents; and/or



•

directly to one or more purchasers.

        We may distribute the securities from time to time in one or more transactions:

•

at a fixed price or prices, which may be changed;



•

at market prices prevailing at the time of sale;



•

at prices related to such prevailing market prices; or



•

at negotiated prices.

        We may solicit directly offers to purchase the securities being 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 by this prospectus by any method permitted by law, including sales deemed to be an "at the market" offering 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.




•

increased

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        If 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 may 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 marketing expenses;



•

technological advancementsdelivery 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 or a post-effective amendment to the registration statement of which this prospectus is a part. In addition, we may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus. Such financial institution or other third party may transfer its economic short position to investors in our competitors' responsesecurities or in connection with a concurrent offering of other securities.

        The underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of business.


DESCRIPTION OF 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 products;



•

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 You Can Find More Information."

General

        Our authorized capital improvementsstock 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, we had 32,566,210 shares of common stock outstanding, and an aggregate of 3,744,000 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 new and existing facilities;



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potential acquisitions of businesses and product lines;



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future grants under our relationships with customers and suppliers; and



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general economic conditions, including the effects2016 Omnibus Incentive Plan.

        The following summary of the current economic slowdown and international conflicts.

        If our capital requirements are materially different from those currently planned, we may need additional capital sooner than anticipated. If additional funds are raised through the issuance of equity or convertible debt securities, the percentage ownershiprights of our stockholders willcommon 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 Stock are entitled to one vote for each share held of record on all matters to be reducedvoted on by the stockholders. With respect 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, holders of the Common 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's liquidation, dissolution or winding up, the holders of Common 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 Stock having preference over the Common Stock. Holders of shares of Common Stock, as such, securities may have no conversion, preemptive or other subscription rights, and there are no redemption provisions applicable to the 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 senior to ourof holders of common stock. Additional financing may not be available on favorable terms or at all. If adequate funds are not available or are not available on acceptable terms, we may be unable to continue our operations as planned, develop or enhance our products, expand our sales and marketing programs, take advantage of future opportunities or respond to competitive pressures.

        If Our Internal Controls Over Financial Reporting Do Not Comply With The Requirements Of The Sarbanes-Oxley Act, Our Business And Stock Price Could Be Adversely Affected.    We and our independent registered public accounting firm are evaluating the effectiveness of our internal controls over financial reporting to comply with Section 404 of the Sarbanes-Oxley Act of 2002. Section 404 requires us to evaluate the effectiveness of our internal controls over financial reporting as the end of each fiscal year beginning in the fiscal year ending March 31, 2006, and to include a management report assessing the effectiveness of our internal controls over financial reporting in all annual reports beginning with our Annual Report on Form 10-K for the fiscal year ending March 31, 2006. Section 404 also requires our independent accountant to attest to, and report on, management's assessment of our internal controls over financial reporting.

        Our management, including our CEO and CFO, does not expect that our internal controls over financial reporting will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been, or will be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and we cannot assure you that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

        As of March 31, 2005, we became aware of a material weakness in our internal controls related to the accounting for the consolidation of our deferred compensation savings plan. We cannot assure you that we or our independent registered public accounting firm will not identify another material weakness in our internal controls. A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the







annual or interim financial statements will not be prevented or detected. Based on our evaluation under the framework in Internal Control—Integrated Framework, our management has concluded that, as of March 31, 2004, our internal control over financial reporting was not effective due to the existence of a material weakness. If our internal controls over financial reporting are not considered adequate, we may experience a loss of public confidence, which could have an adverse effect on our business and our stock price.

        We Rely On A Single Manufacturer For Our AutoVue LDW Systems And May Experience Supply Issues For This Product Which Could Materially And Adversely Impact Our Sales And Ultimate Market Acceptance Of AutoVue.    We outsource the manufacture of our AutoVue product line to a single manufacturer. We are currently negotiating with a second supplier for the AutoVue product line. This manufacturer may not be able to produce sufficient quantities of this product in a timely manner or at a reasonable cost, which could materially and adversely affect our ability to launch or gain market acceptance of AutoVue. We are currently experiencing shortages on certain components used in the manufacture of AutoVue LDW units sold to the heavy truck market and must design and qualify a next generation system before our existing supplies are exhausted. AutoVue production availability may also be impacted by long lead times on replacement components or an inability to design these new components into production units. Based on current sales and unit forecasts, we believe we currently have a four month supply of these components on hand. We are searching world-wide supply sources to acquire additional components, but we cannot assure you that we will be able to obtain sufficient quantities of these components or that such components will be available on a timely basis. Should we not be able to procure these components before our current inventory is depleted or we engineer and qualify a next generation system, we could experience a shortfall in revenues for a brief period of time until such components can be located or the qualification of a new component is complete.

        We Depend On Government Contracts And Subcontracts, And Because Many Of Our Government Contracts Are Fixed Price Contracts, Higher Than Anticipated Costs Will Reduce Our Profit And Could Adversely Impact Our Operating Results.    A significant portion of our sales were derived from contracts with governmental agencies, either as a general contractor, subcontractor or supplier. Government contracts represented approximately 37.4%, 48.2% and 53.8% of our total net sales and contract revenues for the years ended March 31, 2005, 2004 and 2003, respectively. We anticipate that revenue from government contracts will continue to increase in the near future. Government business is, in general, subject to special risks and challenges, including:

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long purchase cycles or approval processes;



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competitive bidding and qualification requirements;



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the impact of international conflicts;



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performance bond requirements;



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changes in government policies and political agendas;



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delays in funding, budgetary constraints and cut-backs; and



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milestone requirements and liquidated damage provisions for failure to meet contract milestones




        In addition, a large number of our government contracts are fixed price contracts. As a result, we may not be able to recover any cost overruns we may incur. These fixed price contracts require us to estimate the total project cost based on preliminary projections of the project's requirements. The financial viability of any given project depends in large part on our ability to estimate these costs accurately and complete the project on a timely basis. In the event our costs on these projects exceed the fixed contractual amount, we will be required to bear the excess costs. Such additional costs would adversely affect our financial condition and results of operations. Moreover, certain of our government contracts are subject to, termination or renegotiation at the convenience of the government, which couldand may be adversely




result in a large decline in our net sales in any given quarter. Our inability to address anyTable of Contents

affected by, the rights of the foregoing concerns or the loss or renegotiationholders of shares of any material government contract could seriously harm our business, financial conditionseries of preferred stock that we may designate and results of operations.issue in the future.

        If We Are Unable To Develop And Introduce New Products And Product Enhancements Successfully And In A Cost-Effective And Timely Manner, Or Are Unable To Achieve Market Acceptance Of Our New Products, Our Operating Results Would Be Adversely Affected.    We believe our revenue growthFully Paid and future operating results will depend on our ability to complete development of new products and enhancements, introduce these products in a timely, cost-effective manner, achieve broad market acceptance of these products and enhancements, and reduce our product costs. We may not be able to introduce any new products or any enhancements to our existing products on a timely basis, or at all. In addition, the introduction of any new products could adversely affect the sales of certain of our existing products. Our future success will also depend in part on the success of several products including our AutoVue LDW system.Nonassessable

        We believe that we must continue to make substantial investments to support ongoing research and development in order to remain competitive. We need to continue to develop and introduce new products that incorporate the latest technological advancements in outdoor image processing hardware, software and camera technologies in response to evolving customer requirements. Our business and results of operations could be adversely affected if we do not anticipate or respond adequately to technological developments or changing customer requirements. We cannot assure you that any such investments in research and development will lead to any corresponding increase in revenue.

        Market acceptance of our new products depends upon many factors, including our ability to accurately predict market requirements and evolving industry standards, our ability to resolve technical challenges in a timely and cost-effective manner and achieve manufacturing efficiencies, the perceived advantages of our new products over traditional products and the marketing capabilities of our independent distributors and strategic partners. In particular, we have granted Valeo the exclusive right to sell and manufacture our AutoVue lane departure warning system to the worldwide passenger market in exchange for royalty payments for each AutoVue unit sold. As such, the future success and broad market acceptance of our AutoVue technologies will depend upon Valeo's ability to manufacture, market and sell our technologies, and to convince more OEM passenger car manufacturers to adopt our technologies. The success of our AutoVue system will also depend in part on the success of the automotive vehicles that incorporate our technology, as well as the success of optional equipment that OEMs bundle with our technologies.

        Our business and results of operations could also be seriously harmed by any significant delays in our new product development. Certain of our new products could contain undetected design faults and software errors or "bugs" when first released by us, despite our testing. We may not discover these faults or errors until after a product has been installed and used by our customers. Any faults or errors in our existing products or in any new products may cause delays in product introduction and shipments, require design modifications or harm customer relationships, any of which could adversely affect our business and competitive position.

        An Economic Slowdown And Related Uncertainties Could Adversely Impact The Demand For Our Products.    Concerns about inflation, decreased consumer confidence, reduced corporate profits and capital spending, and recent international conflicts and terrorist and military actions have resulted in a downturn in worldwide economic conditions, particularly in the United States. These unfavorable economic conditions may have a negative impact on customer orders, cancellations and rescheduling of backlog. In addition, recent political and social turmoil related to international conflicts and terrorist acts can be expected to put further pressure on economic conditions in the U.S. and worldwide. These political, social and economic conditions make it extremely difficult for our customers, our suppliers and us to accurately forecast and plan future business activities. If such conditions continue or worsen,







our business, financial condition and results of operations will likely be materially and adversely affected.

        Our Quarterly Operating Results Fluctuate As A Result Of Many Factors. Therefore, We May Fail To Meet Or Exceed The Expectations Of Securities Analysts And Investors, Which Could Cause Our Stock Price To Decline.    Our quarterly revenues and operating results have fluctuated and are likely to continue to vary from quarter to quarter due to a number of factors, many of which are not within our control. Factors that could affect our revenues include, among others, the following:

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our ability to raise additional capital;



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our ability to control costs;



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international conflicts and acts of terrorism;



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our ability to develop, introduce, patent, market and gain market acceptance of new products, applications and product enhancements in a timely manner, or at all;



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the size, timing, rescheduling or cancellation of significant customer orders;



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the introduction of new products by competitors;



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the availability of components used in the manufacture of our products;



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changes in our pricing policies and the pricing policies of our suppliers and competitors, pricing concessions on volume sales, as well as increased price competition in general;



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the long lead times associated with government contracts or required by vehicle manufacturers;



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continued delays in the passage of the six year transportation bill by the U.S. government;



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our success in expanding and implementing our sales and marketing programs;



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the effects of technological changes in our target markets;



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our relatively small level of backlog at any given time;



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seasonality due to winter weather conditions;



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the mix of our sales;



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deferrals of customer orders in anticipation of new products, applications or product enhancements;



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risks and uncertainties associated with our international business;



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currency fluctuations and our ability to get currency out of certain foreign countries; and



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general economic and political conditions.

        Due to all of the factors listed above as well as other unforeseen factors, our future operating results could be below the expectations of securities analysts or investors. If that happens, the trading price of our common stock could decline. As a result of these quarterly variations, you should not rely on quarter-to-quarter comparisons of our operating results as an indication of our future performance.

        If We Do Not Keep Pace With Rapid Technological Changes And Evolving Industry Standards, We Will Not Be Able To Remain Competitive And There Will Be No Demand For Our Products.    Our markets are in general characterized by the following factors:

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rapid technological advances;



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downward price pressure in the marketplace as technologies mature;




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changes in customer requirements;



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frequent new product introductions and enhancements; and



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evolving industry standards and changes in the regulatory environment.

        Our future success will depend upon our ability to anticipate and adapt to changes in technology and industry standards, and to effectively develop, introduce, market and gain broad acceptance of new products and product enhancements incorporating the latest technological advancements.

        We Have Adopted A New Operating Strategy, Which Is Untried And Exposes Us To New Risks.    We recently divested ourselves of all of our other business units and merged with our Iteris Subsidiary and significantly scaled back our operations in order to focus on the ITS business. We have abandoned our strategy of incubating emerging companies, which historically required us to make significant investments in new business units. Our current business strategy is narrow and untried, and we cannot assure you that our new business strategy or the continued execution of this business will be successful.

        The Markets In Which We Operate Are Highly Competitive And Have Many More Established Competitors, Which Could Adversely Affect Our Sales Or The Market Acceptance Of Our Products.    We compete with numerous other companies in our target markets including, but not limited to, large, multinational corporations and many smaller regional engineering firms. We expect such competition to increase due to technological advancements, industry consolidations and reduced barriers to entry. Increased competition is likely to result in price reductions, reduced gross margins and loss of market share, any of which could seriously harm our business, financial condition and results of operations. Many of our competitors have far greater name recognition and greater financial, technological, marketing and customer service resources than we do. This may allow them to respond more quickly to new or emerging technologies and changes in customer requirements. It may also allow them to devote greater resources to the development, promotion, sale and support of their products than we can. Recent consolidations of end users, distributors and manufacturers in our target markets have exacerbated this problem. As a result of the foregoing factors, we may not be able to compete effectively in our target markets and competitive pressures could adversely affect our business, financial condition and results of operations.

        We May Be Unable To Attract And Retain Key Personnel, Which Could Seriously Harm Our Business.    Due to the specialized nature of our business, we are highly dependent on the continued service of our executive officers and other key management, engineering and technical personnel, particularly Jack Johnson. In connection with the roll-up merger of the Iteris Subsidiary, Mr. Johnson became our Chief Executive Officer and Mr. James Miele, the former Controller of our Iteris Subsidiary, was promoted to serve as our Chief Financial Officer. The loss of either of these individuals or of any of our executive officers or key members of management could adversely affect our business, financial condition or results of operations. Our success will also depend in large part upon our ability to continue to attract, retain and motivate qualified engineering and other highly skilled technical personnel. Competition for employees, particularly development engineers, is intense. We may not be able to continue to attract and retain sufficient numbers of such highly skilled employees. Our inability to attract and retain additional key employees or the loss of one or more of our current key employees could adversely affect our business, financial condition and results of operations.

        We May Not Be Able To Adequately Protect Or Enforce Our Intellectual Property Rights, Which Could Harm Our Competitive Position.    If we are not able to adequately protect or enforce the proprietary aspects of our technology, competitors could be able to access our proprietary technology and our business, financial condition and results of operations will likely be seriously harmed. We currently attempt to protect our technology through a combination of patent, copyright, trademark and trade secret laws, employee and third party nondisclosure agreements and similar means. Despite our efforts, other parties may attempt to disclose, obtain or use our technologies or systems. Our







competitors may also be able to independently develop products that are substantially equivalent or superior to our products or design around our patents. In addition, the laws of some foreign countries do not protect our proprietary rights as fully as do the laws of the United States. As a result, we may not be able to protect our proprietary rights adequately in the United States or abroad.

        From time to time, we have received notices that claim we have infringed upon the intellectual property of others. Even if these claims are not valid, they could subject us to significant costs. We have engaged in litigation in the past, and litigation may be necessary in the future to enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others. Litigation may also be necessary to defend against claims of infringement or invalidity by others. An adverse outcome in litigation or any similar proceedings could subject us to significant liabilities to third parties, require us to license disputed rights from others or require us to cease marketing or using certain products or technologies. We may not be able to obtain any licenses on terms acceptable to us, or at all. We also may have to indemnify certain customers or strategic partners if it is determined that we have infringed upon or misappropriated another party's intellectual property. Any of these results could adversely affect our business, financial condition and results of operations. In addition, the cost of addressing any intellectual property litigation claim, both in legal fees and expenses, and the diversion of management's attention and resources, regardless of whether the claim is valid, could be significant and could seriously harm our business, financial condition and results of operations.

        The Trading Price Of Our Common Stock Is Highly Volatile.    The trading price of our common stock has been subject to wide fluctuations in the past. Since January 2000, our Class A common stock (now known as our common stock) has traded at prices as low as $0.45 per share and as high as $29.44 per share. The market price of our common stock could continue to fluctuate in the future in response to various factors, including, but not limited to:

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quarterly variations in operating results;



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our ability to control costs and improve cash flow;



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our ability to raise additional capital;



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shortages announced by suppliers;



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announcements of technological innovations or new products or applications by our competitors, customers or us;



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acquisitions of businesses, products or technologies;



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the impact of any litigation;



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changes in investor perceptions;



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changes in earnings estimates or investment recommendations by securities analysts; and



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international conflicts, political unrest and acts of terrorism.

        The stock market in general has recently experienced volatility, which has particularly affected the market prices of equity securities of many technology companies. This volatility has often been unrelated to the operating performance of these companies. These broad market fluctuations may adversely affect the market price of our common stock. In the past, companies that have experienced volatility in the market price of their securities have been the subject of securities class action litigation. If we were to become the subject of a class action lawsuit, it could result in substantial losses and divert management's attention and resources from other matters.

        We May Engage In Acquisitions Of Companies or Technologies That May Require Us To Undertake Significant Capital Infusions And Could Result In Disruptions Of Our Business And Diversion Of Resources And Management Attention.    We have historically, and may in the future,







acquire complementary businesses, products and technologies. Acquisitions may require significant capital infusions and, in general, acquisitions also involve a number of special risks, including:

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potential disruption of our ongoing business and the diversion of our resources and management's attention;



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the failure to retain or integrate key acquired personnel;



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the challenge of assimilating diverse business cultures, and the difficulties in integrating the operations, technologies and information system of the acquired companies;



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increased costs to improve managerial, operational, financial and administrative systems and to eliminate duplicative services;



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the incurrence of unforeseen obligations or liabilities;



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potential impairment of relationships with employees or customers as a result of changes in management; and



•

increased interest expense and amortization of acquired intangible assets.

        Our competitors are also soliciting potential acquisition candidates, which could both increase the price of any acquisition targets and decrease the number of attractive companies available for acquisition. Acquisitions may also materially and adversely affect our operating results due to large write-offs, contingent liabilities, substantial depreciation, deferred compensation charges or intangible asset amortization, or other adverse tax or accounting consequences. We cannot assure you that we will be able to identify or consummate any additional acquisitions, successfully integrate any acquisitions or realize the benefits anticipated from any acquisition.

        Our International Business Operations May Be Threatened By Many Factors That Are Outside Of Our Control.    We currently market our AutoVue and Vantage products internationally and we anticipate that our international operations will expand in the near future. International business operations are subject to various inherent risks, including, among others:

•

currency fluctuations and restrictions;



•

political, social and economic instability;



•

reduced protection for intellectual property rights in some countries;



•

unexpected changes in regulatory requirements, tariffs and other trade barriers or restrictions;



•

the burdens of compliance with a wide variety of foreign laws and more restrictive labor laws and obligations;



•

longer accounts receivable payment cycles;



•

difficulties in managing and staffing international operations;



•

potentially adverse tax consequences; and



•

import and export license requirements and restrictions of the United States and each other country in which we operate.

All of our international sales from this point on are denominated in U.S. dollars. As a result, an increase in the relative value of the dollar could make our products more expensive and potentially less price competitive in international markets. We do not engage in any transactions as a hedge against risks of loss due to foreign currency fluctuations.

        Any of the factors mentioned above may adversely affect our future international sales and, consequently, affect our business, financial condition and operating results. Furthermore, as we increase







our international sales, our total revenues may also be affected to a greater extent by seasonal fluctuations resulting from lower sales that typically occur during the summer months in Europe and other parts of the world.

        Some Of Our Directors, Officers And Their Affiliates Can Control The Outcome Of Matters That Require The Approval Of Our Stockholders, And Accordingly We Will Not Be Able To Engage In Certain Transactions Without Their Approval.    As of March 31, 2005, our officers and directors owned approximately 16% of the outstanding shares of our common stock (and approximately 25%are, and all shares of our common stock when including options, warrants and other convertible securities held by them which are currently exercisable or convertible or will become exercisable or convertible within 60 days after March 31, 2005). As a resultto be outstanding upon completion of their stock ownership, our managementthe offering will be, ablevalidly 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 significantly influenceRights Agreement dated August 8, 2012 (the "Amendment"). The description of the election of our directorsRights is set forth in the Registration Statement on Form 8-A filed with the SEC on August 21, 2009 and the outcomedescription of corporate actions requiring stockholder approval, such as mergersthe 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 acquisitions, regardlessBylaw Provisions

        See "Certain Provisions of how our other stockholders may vote. This concentrationDelaware Law and of voting control may havethe Company's Certificate of Incorporation and Bylaws" for a significant effect in delaying, deferring or preventing a change in our management or change in control and may adversely affect the voting or other rightsdescription of other holders of common stock.

        Certain Anti-Takeover Provisions May Affect The Price Of Our Common Stock And Discourage A Third Party From Acquiring Us.    Certain 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'S 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 rightsfor 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 could makewill 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% 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, us, even though an acquisition might be beneficialor discourage a third party from attempting to acquire, control of our stockholders. Suchcompany 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. UnderThese provisions may make it more difficult for stockholders to take specific corporate actions and could have the termseffect 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% of the outstanding shares of our capital stock entitled to vote is required to amend provisions of our bylaws discussed above under "Advance Notice Requirement". This provisions could make it more difficult to circumvent the anti-takeover provisions of our certificate of incorporation and our Boardbylaws.

        Issuance of DirectorsUndesignated Preferred Stock.    Our board of directors is authorized to issue, without stockholder approval,further action by the stockholders, up to 2,000,000 shares of undesignated preferred stock with voting, conversion and other rights and preferences, superiorincluding voting rights, designated from time to thosetime by the board of our common stock. Our future issuancedirectors. We currently have 100,000 shares of preferred stock could be used to discourage an unsolicited acquisition proposal. In addition, in March 1998, we adopted a stockholder rights plan and declared a dividend of preferred stock purchase rights to our stockholders. We amended this plan in May 2004. In the event a third party acquires more than 15% of the outstanding voting control of our company or 15% of our outstanding common stock, the holders of these rights will be able to purchase the junior participating preferred stock at a substantial discount off of the then current market price. The exercise of these rights and purchase of a significant amount of stock at below market prices could cause substantial dilution to a particular acquirer and discourage the acquirer from pursuing our company. The mere existence of a stockholder rights plan often delays or makes a merger, tender offer or proxy contest more difficult.designated as Series A Junior Participating Preferred




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WHERE YOU CAN FIND MORE INFORMATION


        We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any document we file with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. Our SEC filings are also available to the public at the SEC's web site at http://www.sec.gov.

        This prospectus is part of a registration statement on Form S-3 that we filed with the SEC. Pursuant to the SEC rules, this prospectus, which forms a part of the registration statement, does not contain all of the information in such registration statement. You may read or obtain a copy of the registration statement from the SEC in the manner described above.

        The SEC allows us to incorporate by reference the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. The documents we incorporate by reference are:

1.

Our Annual Report on Form 10-K for the fiscal year ended March 31, 2005 filed with the SEC on July 14, 2005;



2.

Our Current Report on Form 8-K filed with the SEC on July 14, 2005;



3.

Our Current Report on Form 8-K furnished to the SEC on June 2, 2005; and



4.

The description of our common stock (including the description of our preferred stock purchase rights) contained in our registration statement on Form 8-A filed with the SEC on December 8, 2004, including any amendment or report filed for the purpose of updating such description.

        In addition, we incorporate by reference all reports and other documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this prospectus and prior to the termination of this offering and all such reports and documents will be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such reports and documents. Any statement incorporated herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

        We will provide without charge to each person to whom this prospectus is delivered, upon written or oral request of such person, a copy of any or all of the foregoing documents incorporated herein by reference. Requests for documents should be submitted in writing to the Secretary, at Iteris, Inc., 1515 South Manchester Avenue, Anaheim, California 92802, or by telephone at (714) 774-5000.





FORWARD-LOOKING STATEMENTS


        All statements included or incorporated by reference in this prospectus, other than statements or characterizations of historical fact, are forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements concerning projected expenses, growth in revenue from government contracts, our ability to control costs, our accounting estimates, assumptions and judgments, the investment in research and development for our subsidiaries and business units, the market acceptance and performance of our products, the competitive nature of our markets, our ability to achieve product integration, the status of, and our ability to keep pace with, evolving technologies, the development and market acceptance of new product introductions, the adoption of future industry standards, our production capacity, our ability to consummate acquisitions and integrate their operations successfully, the need for additional capital, our ability to raise capital, and our ability to achieve profitability, monetize and spin-off any of our business units. These forward-looking statements are based on our current expectations, estimates and projections about our industry, management's beliefs, and certain assumptions made by us. Forward-looking statements can often be identified by words such as "anticipates," "expects," "intends," "plans," "predicts," "believes," "seeks," "estimates," "may," "will," "should," "would," "potential," "continue," similar expressions and variations or negatives of these words. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These forward-looking statements speak only asStock. 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 areIndemnification 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 upon theon all material information reasonably available to them. Consequently, a director will not be personally liable to us at this time. Such information isor our stockholders for monetary damages or breach of fiduciary duty as a director, except for liability for:

•

any breach of the director'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 change,limited exceptions;



•

we may advance expenses to our directors, officers and we will not necessarily inform you of such changes. These statementsemployees 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 guaranteesexclusive.

        We have entered, and intend to continue to enter, into separate indemnification agreements with each of future performanceour directors and are subjectofficers which may be broader than the specific indemnification provisions contained in the DGCL. These indemnification agreements may require us, among other things, to risks, uncertaintiesindemnify our officers and assumptionsdirectors against liabilities that are difficultmay 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 predict. Therefore, our actual results could differ materially and adversely from those expressed inadvance any forward-looking statementsexpenses incurred by the directors or officers as a result of various factors, some of which are listed under the section "Risk Factors" beginning on page 3 of this prospectus. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.


USE OF PROCEEDS


        The shares of common stock covered by this prospectus will be sold or otherwise disposed of by the selling stockholders, and the selling stockholders will receive all of the proceeds from dispositions of such shares or interests therein. We will not receive any proceeds from the disposition of the shares covered by this prospectus or interests therein. However, we will receive the proceeds from the exercise of the warrants by the selling stockholders and those proceeds will be used for our general corporate purposes.





SELLING STOCKHOLDERS


        The selling stockholders acquired the shares held byproceeding against them and offered by this prospectus in connection with (i) a private placement completed in May 2001, (ii) a private placement completed in August 2002, (iii) the July 2003 restructuring of the lease for our principal operating facilities located in Anaheim, California, (iv) a private placement completed in July 2003, (v) a consulting agreement, (vi) a convertible debenture financing completed in May 2004, (vii) a share exchange completed in May 2004, (viii) a share exchange completed in June 2004, (ix) our October 2004 merger with our Iteris Subsidiary pursuantas to which we assumed all of the outstanding warrants of the Iteris Subsidiary, (x) the exercise of options and (xi) a severance arrangement.

        Pursuant to a securities purchase agreement dated May 29, 2001 by and between us and Castle Creek Technology Partners LLC, we issued to Castle Creek warrants to purchase up to 853,334 shares of our common stock. One warrant to purchase 426,667 shares of common stock has an exercise price of $3.00 per share and expires May 29, 2006. The second warrant to purchase an additional 426,667 shares has an exercise price of $1.28 per share and expires November 29, 2006. Castle Creek exercised the second warrant in full.

        Pursuant to the Subscription Agreement dated August 7, 2002 by and between us and Special Situations Fund III, L.P., Special Situations Cayman Fund, L.P. and Special Situations Private Equity Fund, L.P., such entities purchased (i) an aggregate of 2,500,000 shares of our common stock, (ii) warrants to purchase up to an aggregate of 1,250,000 shares of our common stock at an exercise price of $1.50 per share, subject to adjustment in specified circumstances (the "Series A Warrants"), and (iii) warrants to purchase up to an aggregate of 1,250,000 shares of our common stock at an exercise price of $1.80 per share, subject to adjustment in specified circumstances (the "Series B Warrants"). In addition, Roth Capital Partners, LLC received warrants to purchase up to an aggregate of 187,500 shares of our common stock (collectively, the "Roth Warrants") in partial consideration for its services as placement agent in the private placement as follows: (a) warrants to purchase up to 75,000 shares of common stock with a per share exercise price of $1.44, subject to adjustment in specified circumstances, (b) warrants to purchase up to 50,000 shares of common stock with a per share exercise price of $1.68, subject to adjustment in specified circumstances, and (c) warrants to purchase up to 62,500 shares of common stock with a per share exercise price of $1.95, subject to adjustment in specified circumstances. All of the Series A Warrants, Series B Warrants and Roth Warrants expire in August 2007.

   ��    We may redeem all of the Series A Warrants, at a price of $0.01 per share of common stock then purchasable under the warrants, if the closing bid price of one share of our common stock equals or exceeds $3.00 for twenty consecutive trading days, subject to the rights of the holders thereof to exercise their warrants prior to the redemption date. In order to exercise this redemption option, we must redeem all of the Series A Warrants on the same terms. In addition, we may redeem all of the Series B Warrants if the closing bid price of one share of our common stock equals or exceeds $3.60 for twenty consecutive trading days, subject to the rights of the holders thereof to exercise their warrants prior to the redemption date. The redemption wouldthey could be effected at a price of $0.01 per share of common stock then purchasable under the warrants, and in order to exercise this redemption option, we must redeem all of the Series B Warrants on the same terms. In March 2004, we advised Special Situations that the closing bid price of our common stock had exceeded $3.00 for twenty consecutive trading days and that the Series A Warrants would be redeemed in April 2004. Special Situations exercised the Series A Warrants in full in April 2004 prior to the redemption date.

        1515 South Manchester, LLC, the landlord for our principal operating facilities located in Anaheim, California, received 425,000 shares of our common stock and a warrant to purchase up to 75,000 shares of our common stock (the "Landlord Warrant") in connection with the July 2003 restructuring of the lease for our Anaheim property. The landlord subsequently transferred the 425,000







shares of common stock to certain of its affiliates. The Landlord Warrant has an exercise price of $5.00 per share and expires in July 2010. We may redeem the Landlord Warrant at a price of $1.00 if the closing sale price of one share of our common stock equals or exceeds $7.50 for twenty consecutive trading days, subject to the right of the holder thereof to exercise the warrant prior to the redemption date.

        Also in July 2003, we entered into a Securities Purchase Agreement pursuant to which we issued (i) an aggregate of 3,666,666 shares of our common stock to certain accredited investors and (ii) warrants to purchase up to an aggregate of 366,666 shares of our common stock at an exercise price of $1.50 per share, subject to adjustment in specified circumstances (the "Private Placement Warrants"). The Private Placement Warrants are currently exercisable and expire in July 2006.

        In January 2004, in connection with a consulting agreement, we issued to our investor relations firm a warrant to purchase up to 35,000 shares of our common stock at an exercise price of $3.00 per share. The warrant is currently exercisable and expires in January 2007. In connection with a renewal of the consulting agreement, in October 2004, we issued a second warrant to the investor relations firm to purchase up to 15,000 shares of our common stock at an exercise price of $4.03 per share. The second warrant is currently exercisable and expires in October 2007.

        In May 2004, we completed the sale and issuance of subordinated convertible debentures in the aggregate principal amount of $10.1 million, warrants to purchase an aggregate of 326,730 shares of our common stock at an exercise price of $3.86 per share and warrants to purchase an aggregate of 313,117 shares of our common stock at an exercise price of $4.03 per share. The warrants expire on May 18, 2009. The debentures are due in five years, provide for 6.0% annual interest, payable quarterly, and are convertible into our common stock at an initial conversion price of $3.61 per share, subject to certain adjustments, including adjustments for dilutive issuances. From May 19, 2007 until May 18, 2008, the debentures may be redeemed by us, at our option, at 120% of the principal amount being redeemed; and from May 19, 2008 until the maturity date of May 18, 2009, the debentures may be redeemed at 110% of the principal amount being redeemed. As commissions related to the transaction, we also issued warrants to purchase an aggregate of 34,036 shares of our common stock at $3.61 per share. The warrants expire on May 18, 2009.

        Also in May 2004, we repurchased all of the outstanding shares of Series A preferred stock of the Iteris Subsidiary for an aggregate purchase price of approximately $17.5 million in cash and we purchased 547,893 shares of the Iteris Subsidiary common stock from DaimlerChrysler Ventures GmbH ("DCV") in consideration for the issuance of 1,219,445 shares of our common stock. Beginning on May 28, 2005, DCV has the right to request registration of all 1,219,445 shares of our common stock held as part of this exchange. In the event we decide not to file a registration statement to register all such shares, DCV may require us to repurchase any or all of its shares of our common stock at a purchase price of $1.438 per share. DCV was sold to European-based Cipio Partners for an undisclosed sum and its name was changed to Cipio Holding II GmbH.

        In June 2004, we entered into an exchange agreement with certain of the holders of the common stock of the Iteris Subsidiary, pursuant to which such holders agreed to exchange an aggregate of 1,319,541 shares of the Iteris Subsidiary common stock for an aggregate of 2,639,082 shares of our common stock. The exchange of shares was part of a plan of reorganization to consolidate the Iteris Subsidiary with our company.

        In connection with the consolidation and merger of the Iteris Subsidiary with and into our company, which merger was effected in October 2004, we assumed all of the outstanding warrants of the Iteris Subsidiary. All such warrants to purchase the Iteris Subsidiary common stock were automatically converted into warrants to purchase shares of our common stock, at the same one-for-two exchange ratio which applied to the outstanding common stock of the Iteris Subsidiary. As a result of the merger, warrants to purchase an aggregate of 250,000 shares of the Iteris Subsidiary common stock







at an exercise price of approximately $2.80 per share, which were issued by the Iteris Subsidiary in August 2001, were converted into warrants to purchase an aggregate of 500,000 shares of our common stock at an exercise price of approximately $1.40 per share. The warrants are currently exercisable and expire in October 2006. In addition, a warrant issued to Ford Motor Company in July 2000 to purchase up to 1,531,867 shares of the Iteris Subsidiary common stock at an exercise price of $10.51 per share (subject to certain anti-dilution adjustments) was converted into a warrant to purchase up to 3,063,734 shares of our common stock at an exercise price of approximately $5.26 per share. The warrant was issued in connection with an agreement executed in July 2000 with Ford, and the shares subject to such warrant vest based on certain milestones set forth in the agreement. As of the date of our merger with our Iteris Subsidiary and the date of this prospectus, 154,718 of the shares subject to such warrant have vested in accordance with the agreement, and no additional shares are expected to vest in the future. The vested portion of the warrant is immediately exercisable, and the warrant will expire no later than January 2010.

        In April 2005, William Spreitzer, a former director of our Iteris Subsidiary, exercised the vested portions of his options and purchased 67,500 shares of our common stock at exercise prices ranging from $0.80 to $1.88 per share. In May 2005, we issued to Gary Smith a warrant to purchase up to 15,000 shares of our common stock at an exercise price of $1.42 per share pursuant to a severance arrangement. The warrant is immediately exercisable and expires in August 2013.

        We agreed to effect a shelf registration (of which this prospectus is a part) to register all of the shares issued or issuable in connection with the May 2001 private placement, the August 2002 private placement, the July 2003 private placement, the May 2004 debenture financing and the May 2004 share exchange in order to permit those selling stockholders and their transferees to sell their shares from time to time in the public market or in privately-negotiated transactions. We have agreed to use our best efforts to keep the registration statement effective until the earlier of:

        (i)    the date on which all such shares have been sold, and

        (ii)   the date on which all such shares may be sold pursuant to Rule 144(k) under the Securities Act of 1933, as amended (the "Securities Act").

        The shares issued or issuable to 1515 South Manchester, LLC (or its affiliates), the shares issuable upon exercise of the warrants issued to our investor relations firm, and the shares issuable upon exercise of the assumed warrants are being registered pursuant to their respective piggyback registration rights. The shares issued or issuable in connection with the share exchange completed in June 2004 are being registered to permit those selling stockholders and their transferees to sell these shares from time to time in the public market or in privately-negotiated transactions, such that they will enjoy the same benefits as the stockholders of the Iteris Subsidiary who received shares upon the effectiveness of the merger completed in October 2004, the final step of the reorganization and consolidation of the Iteris Subsidiary with and into our company.

        This prospectus also covers any additional shares of common stock which become issuable in connection with the shares being registered by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of common stock. In addition, this prospectus covers the preferred stock purchase rights which currently trade with the common stock and entitle the holder to purchase additional shares of common stock under certain circumstances. See "Risk Factors—Certain Anti-Takeover Provisions May Affect The Price Of Our Common Stock And Discourage A Third Party From Acquiring Us."

        Except as otherwise indicated in the footnotes, the following table sets forth the number of shares of our common stock beneficially owned by the selling stockholders as of May 1, 2005, based on the selling stockholders' representations regarding their ownership. We cannot estimate the number of







shares that will be held by the selling stockholders after completion of this offering because the selling stockholders may sell all or some of their shares and because there currently are no agreements, arrangements or understandings with respect to the sale of any of their shares. For purposes of the table below, we assume that all shares owned by the selling stockholders which are offered by this prospectus will be sold. On May 1, 2005, 28,383,306 shares of our common stock were outstanding.

        Except as indicated in this section,indemnified. At present, we are not aware of any material relationship between us and the selling stockholders within the past three years other than aspending or threatened litigation or proceeding involving a result of the selling stockholders' beneficial ownership of our common stock.

		Beneficially Owned Before Offering						Beneficially Owned After Offering(1)
						Number of Shares Being Offered in Offering
Selling Stockholders		Number of Shares		Percent(2)				Number of Shares		Percent(2)
Milfam I L.P.		1,577,980	(3)	5.3	%	497,050	(4)	16,375		*
Milfam II L.P.		1,577,980	(3)	5.3		170,180	(5)	16,375		*
Lloyd I. Miller Trust A-4		1,577,980	(3)	5.3		535,830	(6)	16,375		*
Lloyd I. Miller, III		1,577,980	(3)	5.3		358,545	(7)	16,375		*
Provident Premier Master Fund Ltd.		510,540	(8)	1.8		170,180	(9)	—		*
Irvin R. Kessler		510,540	(8)	1.8		340,360	(10)	—		*
Meadowbrook Opportunity Fund LLC		170,089	(11)	*		85,089	(11)	85,000		*
Potomac Capital Partners, LP(12)		1,287,937	(13)	4.5		272,288	(14)	391,875		1.4	%
Potomac Capital International Ltd.(12)		1,287,937	(13)	4.5		102,108	(15)	391,875		1.4
Pleiades Investment Partners R L.P.(12)		1,287,937	(13)	4.5		521,666	(16)	391,875		1.4
Primarius Focus		515,357	(17)	1.8		85,089	(18)	175,000		*
Primarius Partners		515,357	(17)	1.8		187,197	(19)	175,000		*
Primarius Offshore Partners		515,357	(17)	1.8		68,071	(20)	175,000		*
Tom Kelleher		72,050	(21)	*		72,050	(21)	—		*
Susan Riley		27,228	(22)	*		27,228	(22)	—		*
Charlie Riley		27,228	(23)	*		27,228	(23)	—		*
Eloise Riley		27,228	(24)	*		27,228	(24)	—		*
Abigail Riley		27,228	(25)	*		27,228	(25)	—		*
Bryant Riley(26)		3,006,963	(27)	10.4		262,945	(28)	321,687		1.1
SACC Partners, L.P.(26)		3,006,963	(27)	10.4		1,884,579	(29)	321,687		1.1
B. Riley & Co., Inc.(26)		3,006,963	(27)	10.4		428,840	(30)	321,687		1.1
Bainbridge Partners, LLC		306,997	(31)	1.1		296,437	(32)	10,560		*
Dalart Investments, LP		390,373	(33)	1.4		330,473	(33)	59,900		*
Charles Schwab, Inc., Custodian for John Johnson IRA		962,074	(34)	3.3		34,035	(35)	928,039		3.2
Stephen Edwin Rowe		449,387	(36)	1.6		17,017	(37)	432,370		1.5







Charles Schwab, Inc., Custodian for Francis Memole IRA		249,334	(38)	*		17,017	(39)	232,317		*
Jason Moshonas		1,136	(40)	*		1,136	(40)	—		*
Paul J. Donnelly(56)		123,735	(41)	*		123,735	(41)	—		*
Jeremy Nowak		834	(42)	*		834	(42)	—		*
Jeremy Nowak and William Nowak		30,000	(43)	*		30,000	(43)	—		*
The Guardi Family Trust(56)		7,901	(44)	*		7,901	(44)	—		*
Brian Dunderdale & Nicole Dunderdale JTTEN/ WROS		758	(45)	*		758	(45)	—		*
Joel and Judith Slutzky Trust DTD 08/25/94		2,114,245	(46)	7.4		661,586		1,308,043		4.6
Joel Slutzky IRA Charles Schwab Custodian		2,114,245	(46)	7.4		144,616		1,308,043		4.6
Kevin C. and Susan T. Daly TTEE U/A/D 05/04/99		378,132	(47)	1.3		329,032		49,100		*
Gregory A. Miner		960,783	(48)	3.3		41,188		680,784		2.4
Wachovia Securities Custodian for Greg Miner IRA# JFK R24585(49)		960,783	(48)	3.3		219,581	(50)	680,784		2.4
Wachovia Securities Custodian for Loren Miner IRA# JFK R24577-ORC(49)		960,783	(48)	3.3		19,230		680,784		2.4
Abbas Mohaddes		1,051,415	(51)	3.7		689,239	(52)	342,176		1.2
The Mohaddes Family Trust, dated 12/19/02		1,051,415	(51)	3.7		11,540		342,176		1.2
First American Trust, FSB as Trustee for the Iteris, Inc. Deferred Compensation Savings Plan No. 1033-0088-00		1,051,415	(51)	3.7		8,460		342,176		1.2
Richard R. Bonadio		241,210		*		241,210		—		*
1515 South Manchester, LLC(53)		107,000	(54)	*		75,000	(54)	32,000		*
Dartbrook-Twin Oaks, L.P.(55)		123,973		*		123,973		—		*
William T. White, III, Trustee of the William T. White, III Revocable Trust Dated 9/7/88(55)		56,250		*		56,250		—		*
William H. McFarland and Rose-Marie McFarland, Trustees of the William H. McFarland and Rose-Marie McFarland Family Trust u/t/a dated February 13, 1998(55)		109,776		*		109,776		—		*
Anthony A. Allen and Virginia M. Allen, as Trustees of The Allen Family Trust dated April 10, 1985(55)		71,821		*		70,821		1,000		*




Scott Allen and Janis Allen, Trustees of the Scott and Janis Allen Living Trust dated August 12, 1989(55)		7,090		*		7,090		—		*
Stephen D. Weinress		47,500	(57)	*		47,500	(57)	—		*
Carl E. Frankson		112,500	(58)	*		112,500	(58)	—		*
Gregory E. Presson(56)		62,500	(59)	*		62,500	(59)	—		*
Andre D. Guardi(56)		127,067	(60)	*		119,166	(60)	—		*
Patrick S. Bannister		35,834	(61)	*		35,834	(61)	—		*
Robert W. Campbell(56)		6,666	(62)	*		6,666	(62)	—		*
Ford Motor Company		154,718	(63)	*		154,718	(63)	—		*
Hayden Communications, Inc.		60,000	(64)	*		50,000	(64)	10,000		*
Special Situations Cayman Fund, L.P.		4,136,655	(65)	15.6		678,300	(66)	—		*
Special Situations Private Equity Fund, L.P.		4,136,655	(65)	15.6		1,119,200	(67)	—		*
Special Situations Fund III, L.P.		4,136,655	(65)	15.6		2,339,155	(68)	—		*
Roth Capital Partners, LLC(69)		112,500	(70)	*		112,500	(70)	—		*
Castle Creek Technology Partners LLC(71)		426,667	(72)	2.9		426,667	(72)	—		*
William Spreitzer(73)		67,500		*		67,500		—		*
Gary Smith(74)		169,849	(75)	*		15,000	(76)	154,849	(77)	*
Cipio Holding II GmbH		1,219,445				1,219,445		—		*

---

*

Less than 1%



(1)

This table assumes that all shares owned by the selling stockholdersdirector, officer, employee or agent in which are offered by this prospectus are being sold. The selling stockholders reserve the right to acceptindemnification would be required or reject, in whole or in part, any proposed sale of shares. The selling stockholders also may offer and sell less than the number of shares indicated. The selling stockholderspermitted. We are not making any representation that any shares covered by this prospectus will or will not be offered for sale.



(2)

Based on 28,383,306 shares of common stock outstanding on May 1, 2005. Shares of common stock subject to options or warrants or convertible debentures which are exercisable within 60 days of May 1, 2005 are deemed to be beneficially owned by the person holding such options or warrants or convertible debentures for the purpose of computing the percentage of ownership of such person but are not treated as outstanding for the purpose of computing the percentageaware of any other person. Other than as describedthreatened litigation or proceeding that might result in a claim for such indemnification. We have also purchased a policy of directors' and officers' liability insurance that insures our directors and officers against the preceding sentence, shares issuable upon exercisecost of outstanding options and warrantsdefense, settlement or convertible debentures are not deemed to be outstanding.



(3)

Based on securities held as of May 6, 2005. Includes (i) 5,000 shares held by the Lloyd I. Miller Trust A-2; (ii) 5,000 shares held by Lloyd I. Miller Trust A-3; (iii) 725 shares held by Milfam I L.P.; (iv) 2,650 shares held by Milfam II L.P.; (v) 3,000 shares held by Lloyd I. Miller, III; (vi) 742,381 shares issuable upon conversion of convertible debentures held by Milfam I L.P., Milfam II L.P., Lloyd I. Miller Trust A-4 and Lloyd I. Miller, III; and (vii) 126,704 shares subject to warrants held




by Milfam I L.P., Milfam II L.P., the Lloyd I. Miller Trust A-4 and Mr. Miller which are currently exercisable. Lloyd I. Miller, III is the manager of Milfam LLC. Milfam LLC is the managing general partner of Milfam I L.P. and Milfam II L.P. Mr. Miller is the advisor to the trustee of the Lloyd I. Miller Trust A-2, Lloyd I. Miller Trust A-3 and Lloyd I. Miller Trust A-4.

(4)

Includes (i) 138,504 shares issuable upon conversionpayment of a convertible debenturejudgment in the principal amount of $500,000, (ii) 326,870 shares issuable upon conversion of a convertible debenture in the principal amount of $1,180,000 and (iii) 31,676 shares subject to warrants which are currently exercisable.



(5)

Includes (i) 138,504 shares issuable upon conversion of a convertible debenture in the principal amount of $500,000 and (ii) 31,676 shares subject to warrants which are currently exercisable.



(6)

Includes (i) 138,504 shares issuable upon conversion of a convertible debenture in the principal amount of $500,000, (ii) 365,650 shares issuable upon conversion of a convertible debenture in the principal amount of $1,320,000 and (iii) 31,676 shares subject to warrants which are currently exercisable.



(7)

Includes (i) 138,504 shares issuable upon conversion of a convertible debenture in the principal amount of $500,000, (ii) 188,365 shares issuable upon conversion of a convertible debenture in the principal amount of $680,000 and (iii) 31,676 shares subject to warrants which are currently exercisable.



(8)

Includes 415,512 shares issuable upon conversion of convertible debentures and 95,028 shares subject to a warrant which is currently exercisable, all held by Provident Premier Master Fund Ltd. and Irvin R. Kessler. Irvin Kessler is the Managing Member and Chief Investment Officer for Provident Advisors LLC, the Investment Advisor to the Provident Premier Master Fund Ltd.



(9)

Includes 138,504 shares issuable upon conversion of a convertible debenture in the principal amount of $500,000 and 31,676 shares subject to warrants which are currently exercisable.



(10)

Includes 277,008 shares issuable upon conversion of a convertible debenture in the principal amount of $1,000,000 and 63,252 shares subject to warrants which are currently exercisable.



(11)

Includes 15,837 shares subject to warrants which are currently exercisable.



(12)

The voting power over the shares are shared by Potomac Capital Management LLC, Potomac Capital Management Inc. and Paul J. Solit. Potomac Capital Management Inc. is the Investment Manager of a managed account of Pleiades Investment Partners-R, LP. Paul J. Solit is the President and sole owner of Potomac Capital Management Inc. Potomac Capital Management LLC is the General Partner of Potomac Capital Partners LP. Mr. Paul J. Solit is the Managing Member of Potomac Capital Management LLC. Potomac Capital Management Inc. is the Investment Manager of Potomac Capital International Ltd., an international business company formed under the laws of the British Virgin Islands. Paul J. Solit is a Director of Potomac Capital International Ltd.



(13)

Includes 304,708 shares issuable upon conversion of convertible debentures held by Potomac Capital Partners, LP and Potomac Capital International Ltd. and 128,021 shares issuable upon exercise of warrants held by Potomac Capital Partners, LP, Potomac Capital International Ltd. and Pleiades Investment Partners-R, LP that are currently exercisable.



(14)

Includes 221,606 shares issuable upon conversion of a convertible debenture in the principal amount of $800,000 and 50,682 shares subject to warrants which are currently exercisable.



(15)

Includes 83,102 shares issuable upon conversion of a convertible debenture in the principal amount of $300,000 and 19,006 shares subject to warrants which are currently exercisable.




(16)

Includes 58,333 shares of common stock subject to a warrant which is currently exercisable.



(17)

Includes (i) 277,007 shares issuable upon conversion of convertible debentures held by Primarius Focus, Primarius Partners and Primarius Offshore Partners and (ii) 63,350 shares issuable upon exercise of warrants held by such funds. Primarius Capital is the General Partner of each of Primarius Focus, Primarius Partners and Primarius Offshore Partners. Patrick Lin is the managing partner of Primarius Capital.



(18)

Includes 69,252 shares issuable upon conversion of a convertible debenture in the principal amount of $250,000 and 15,837 shares subject to warrants which are currently exercisable.



(19)

Includes 152,354 shares issuable upon conversion of a convertible debenture in the principal amount of $550,000 and 34,843 shares subject to warrants which are currently exercisable.



(20)

Includes 55,401shares issuable upon conversion of a convertible debenture in the principal amount of $200,000 and 12,670 shares subject to warrants which are currently exercisable.



(21)

Includes 13,850 shares issuable upon conversion of a convertible debenture in the principal amount of $50,000 and 11,500 shares subject to warrants which are currently exercisable.



(22)

Includes 22,160 shares issuable upon conversion of a convertible debenture in the principal amount of $80,000 and 5,068 shares subject to warrants which are currently exercisable.



(23)

Includes 22,160 shares issuable upon conversion of a convertible debenture in the principal amount of $80,000 and 5,068 shares subject to warrants which are currently exercisable.



(24)

Includes 22,160 shares issuable upon conversion of a convertible debenture in the principal amount of $80,000 and 5,068 shares subject to warrants which are currently exercisable.



(25)

Includes 22,160 shares issuable upon conversion of a convertible debenture in the principal amount of $80,000 and 5,068 shares subject to warrants which are currently exercisable.



(26)

Bryant Riley owns all of the outstanding shares of B. Riley & Co., Inc., an NASD member broker-dealer. Mr. Riley also manages and owns all of the outstanding membership interests of Riley Investment Management LLC ("RIM"), a California registered investment adviser. RIM is the investment adviser to and general partner of SACC Partners L.P. B. Riley & Co., Inc. has provided financial advisory services to us and has received payments (including warrants) for such services.



(27)

Based on securities held as of May 6, 2005. Includes (i) 88,640 shares issuable upon conversion of convertible debentures held by Bryant Riley's children and (ii) 495,570 shares issuable upon exercise of warrants held by Bryant Riley, his children, B. Riley & Co., Inc. and SACC Partners L.P. that are currently exercisable. Mr. Riley disclaims beneficial ownership of the shares held for his children's accounts.



(28)

Includes 76,412 shares subject to warrants which are currently exercisable.



(29)

Includes 341,713 shares subject to warrants which are currently exercisable.



(30)

Includes 57,173 shares subject to warrants which are currently exercisable.



(31)

Includes 41,551 shares issuable upon conversion of a convertible debenture in the principal amount of $150,000 and 9,502 shares subject to warrants which are currently exercisable. Also includes 9,260 shares held in Edward Victor's IRA and 1,300 shares held by the Victor Family Foundation for which Mr. Victor serves as the trustee. Edward Victor is the manager of Bainbridge Partners, LLC.




(32)

Includes 41,551 shares issuable upon conversion of a convertible debenture in the principal amount of $150,000 and 9,502 shares subject to warrants which are currently exercisable.



(33)

Includes 69,252 shares issuable upon conversion of a convertible debenture in the principal amount of $250,000 and 15,837 shares subject to warrants which are currently exercisable.



(34)

The shares are beneficially owned by John Johnson, the President, Chief Executive Officer and a director of Iteris, Inc. Includes (i) 27,700 shares issuable upon conversion of convertible debentures held by Mr. Johnson's IRA, (ii) 6,335 shares issuable upon exercise of warrants held by Mr. Johnson's IRA which are currently exercisable, and (iii) 553,180 shares issuable upon exercise of options held by Mr. Johnson that are currently exercisable or will become exercisable within 60 days after May 1, 2005.



(35)

Includes 27,700 shares issuable upon conversion of a convertible debenture in the principal amount of $100,000 and 6,335 shares subject to warrants which are currently exercisable.



(36)

Mr. Rowe is a Senior Vice President of Iteris, Inc. Includes 394,984 shares issuable upon exercise of options that are currently exercisable.



(37)

Includes 13,850 shares issuable upon conversion of a convertible debenture in the principal amount of $50,000 and 3,167 shares subject to warrants which are currently exercisable.



(38)

The shares are beneficially owned by Francis Memole, a Senior Vice President and a General Manager of Iteris, Inc. Includes (i) 13,850 shares issuable upon conversion of a convertible debenture, (ii) 3,167 shares issuable upon exercise of warrants that are currently exercisable, and (iii) 180,496 shares issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after May 1, 2005.



(39)

Includes 13,850 shares issuable upon conversion of a convertible debenture in the principal amount of $50,000 and 3,167 shares subject to warrants which are currently exercisable.



(40)

Consists of shares subject to a warrant which is currently exercisable.



(41)

Consists of shares subject to warrants which are currently exercisable.



(42)

Consists of shares subject to a warrant which is currently exercisable.



(43)

Includes 25,000 shares of common stock subject to a warrant which is currently exercisable.



(44)

Consists of shares subject to a warrant which is currently exercisable.



(45)

Consists of shares subject to a warrant which is currently exercisable.



(46)

The shares are beneficially owned by Joel Slutzky, a member of our board of directors. Includes 190,000 shares issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after May 1, 2005. Excludes shares of common stock held in trust for the benefit of Gail Standt, Alan Slutzky and Eric Slutzky and their children as well as shares in the Joel Slutzky Family Trust as to which Mr. Slutzky has no investment or voting power and disclaims any beneficial ownership.



(47)

The shares are beneficially owned by Kevin Daly, a member of our board of directors. Includes (i) 100 shares held by Dr. Daly's spouse, (ii) 329,032 shares held by a trust to which Dr. Daly serves as a trustee, and (iii) 33,000 shares issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after May 1, 2005.



(48)

Includes (i) 13,850 shares issuable upon conversion of convertible debentures held by Mr. Miner's IRA, (ii) 19,834 shares issuable upon exercise of warrants held by Mr. Miner's IRA that are currently exercisable, (iii) 19,230 shares held by Mr. Miner's IRA, (iv) 19,230 shares held by Mr. Miner's wife's IRA and (v) 510,000 shares issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after May 1, 2005.




(49)

The shares are beneficially owned by Greg Miner, the Chairman of the Board of Iteris, Inc. Prior to the merger of the Iteris Subsidiary into the company in October 2004, Mr. Miner served as the company's Chief Executive Officer and Chief Financial Officer and as a director.



(50)

Includes 16,667 shares of common stock subject to a warrant.



(51)

The shares are beneficially owned by Abbas Mohaddes, an Executive Vice President, a General Manager and an Assistant Secretary of Iteris, Inc. Includes (i) 13,850 shares issuable upon conversion of convertible debentures, (ii) 3,167 shares issuable upon exercise of warrants that are currently exercisable, and (iii) 228,000 shares issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after May 1, 2005.



(52)

Includes 3,167 shares subject to a warrant which is currently exercisable.



(53)

Includes 32,000 shares held by William McFarland, the Managing Member of 1515 South Manchester, LLC. 1515 South Manchester, LLC is our landlord for our principal operating facilities located in Anaheim, California.



(54)

Consists of 75,000 shares of common stock subject to a warrant which is currently exercisable.



(55)

Such selling stockholder is an affiliate of 1515 South Manchester, LLC, our landlord.



(56)

Such selling stockholder is an affiliate or is a former affiliate of B. Riley & Co., Inc., which has provided financial advisory services to us and has received payments (including warrants) for such services.



(57)

Consists of shares of common stock subject to a warrant which is currently exercisable.



(58)

Consists of shares of common stock subject to a warrant which is currently exercisable.



(59)

Consists of shares of common stock subject to a warrant which is currently exercisable.



(60)

Consists of shares of common stock subject to a warrant which is currently exercisable.



(61)

Consists of shares of common stock subject to a warrant which is currently exercisable.



(62)

Consists of shares of common stock subject to a warrant which is currently exercisable.



(63)

Consists of shares of common stock subject to a warrant which is currently exercisable.



(64)

Includes 50,000 shares of common stock subject to warrants which are currently exercisable and 10,000 shares held by Matthew Hayden. Matthew Hayden is the President and owner of Hayden Communications. Hayden Communications provides investor relations services to us.



(65)

Includes 1,250,000 shares issuable upon exercise of warrants that were issued to Special Situations Cayman Fund, L.P., Special Situations Fund III, L.P. and Special Situations Private Equity Fund, L.P. (collectively, the "Special Situations Funds"). Austin W. Marxe and David M. Greenhouse share voting power and shared dispositive power over the shares of common stock (including the 1,250,000 shares issuable upon exercise of warrants) held by the Special Situations Funds. Messrs. Marxe and Greenhouse are the controlling principals of AWM Investment Company, Inc. ("AWM"), the general partner of Special Situations Cayman Fund, L.P. AWM is the general partner of MGP Advisers Limited Partnership, the general partner of Special Situations Fund III, L.P. In addition, Messrs. Marxe and Greenhouse are members of MG Advisers L.L.C., the general partner of Special Situations Private Equity Fund, L.P.



(66)

Includes 208,300 shares of common stock subject to a warrant which is currently exercisable.



(67)

Includes 333,350 shares of common stock subject to a warrant which is currently exercisable.



(68)

Includes 708,350 shares of common stock subject to a warrant which is currently exercisable.




(69)

As the chairman and chief executive officer of Roth Capital Partners, LLC, Byron C. Roth controls the voting and disposition of shares held by Roth Capital Partners, LLC.



(70)

Consists of 112,500 shares of common stock subject to warrants which are currently exercisable.



(71)

As investment manager under a management agreement, Castle Creek Partners, LLC may exercise dispositive and voting power with respect to the shares owned by Castle Creek Technology Partners LLC. Castle Creek Partners, LLC disclaims beneficial ownership of such shares. Daniel Asher is the managing member of Castle Creek Partners, LLC. Mr. Asher disclaims beneficial ownership of the shares owned by Castle Creek Technology Partners LLC.



(72)

Consists of 426,667 shares of common stock subject to a warrant which is currently exercisable.



(73)

Mr. Spreitzer served as a director of our Iteris Subsidiary until the merger of such subsidiary into the company in October 2004.



(74)

Mr. Smith previously served as our Vice President, Controller and Secretary. He resigned from his positions with the company effective September 30, 2003.



(75)

Based on securities held as of May 6, 2005. Includes 15,000 shares of common stock subject to a warrant which is currently exercisable and 119,998 shares of common stock issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after May 1, 2005.



(76)

Consists of shares of common stock subject to a warrant which is currently exercisable.



(77)

Includes 119,998 shares of common stock issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after May 1, 2005.





PLAN OF DISTRIBUTION


        We are registering the shares of common stock covered by this prospectus on behalf of the selling stockholders, which, as used herein, includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock or interests therein received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer. We will not receive any of the proceeds from sales or other dispositions of the shares or interests therein by the selling stockholders or their transferees. If the warrants were exercised in full, we would receive proceeds of $9,006,577, which would be used for general corporate purposes.

        The selling stockholders named in this prospectus, or pledgees, donees, transferees or other successors-in-interest selling shares received from the selling stockholders as a gift, partnership distribution or other transfer after the date of this prospectus, may sell or otherwise dispose of these shares or interests therein from time to time. The selling stockholders will act independently of us in making decisions with respect to the timing, manner and size of each disposition. The dispositions may be made on one or more exchanges or in the over-the-counter market or otherwise at prices and at terms then prevailing or at prices related to the then current market price or in negotiated transactions. The selling stockholders may effect such transactions by selling their shares to or through broker-dealers. The shares may be sold by one or more of, or a combination of, the following:

•

a block trade in which the broker-dealer so engaged 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 resale by such broker-dealer for its account under this prospectus;



•

an exchange distribution in accordance with the rules of such exchange;



•

in transactions otherwise than on these exchanges or systems or in the over-the-counter market, including negotiated sales;



•

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;



•

through the settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;



•

ordinary brokerage transactions and transactions in which the broker solicits purchasers;



•

in privately negotiated transactions;



•

a combination of any such methods of sale; and



•

any other method permitted pursuant to applicable law.

        To the extent required, this prospectus may be amended or supplemented from time to time to describe a specific plan of distribution. In effecting sales, broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in such resales.

        The selling stockholders may enter into hedging transactions with broker-dealers in connection with distributions of their shares or otherwise. In such transactions, broker-dealers may engage in short sales of the shares in the course of hedging the positions they assume with the selling stockholders. The selling stockholders also may sell shares short and redeliver the shares to close out such short positions. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The selling stockholders also may loan or pledge their shares to a







broker-dealer. The broker-dealer may sell the shares so loaned, or upon a default the broker-dealer may sell the pledged shares under this prospectus.

        Broker-dealers or agents may receive compensation in the form of commissions, discounts or concessions from the selling stockholders. Broker-dealers or agents may also receive compensation from the purchasers of the shares for whom they act as agents or to whom they sell as principals, or both. Compensation as to a particular broker-dealer might be in excess of customary broker-dealers or the selling stockholders may be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act in connection with sales of the shares. Accordingly, any such commission, discount or concession received by them and any profit on the resale of the shares purchased by them may be deemed to be underwriting discounts or commissions under the Securities Act. Because selling stockholders may be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act, the selling stockholders will be subject to the prospectus delivery requirements of the Securities Act.

        In addition, any securities covered by this prospectus which qualify for sale under Rule 144 promulgated under the Securities Act may be sold under Rule 144 rather than under this prospectus. The selling stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their securities. There is no underwriter or coordinating broker acting in connection with the proposed sale of shares by the selling stockholders.

        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 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.

        Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to our common stock for a period of two business days prior to the commencement of such distribution. In addition, each selling stockholder will be subject to applicable provisions of the Exchange Act and the associated rules and regulations under the Exchange Act, including Regulation M, which provisions may limit the timing of purchase and sales of shares of our common stock by the selling stockholders. We will make copies of this prospectus available to the selling stockholders and have informed them of the need for delivery of copies of this prospectus to purchasers at or prior to the time of any sale of the shares.

        We will file a supplement to this prospectus, if required, under Rule 424(b) under the Securities Act upon being notified by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer. Such supplement will disclose:

•

the name of each such selling stockholder and of the participating broker-dealer(s),



•

the number of shares involved,



•

the price at which such shares were sold,



•

the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable,



•

that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and



•

other facts material to the transaction.




        In addition, upon being notified by a selling stockholder that a donee or pledgee intends to sell more than 500 shares, we will file a supplement to this prospectus.

        We will bear all costs, expenses and fees in connection with the registration of the shares. The selling stockholders will bear all commissions and discounts, if any, attributable to the sales of their shares. The selling stockholders may agree to indemnify any broker-dealer or agent that participates in transactions involving sales of their shares against certain liabilities, including liabilities arising under the Securities Act. In addition, we have agreed to indemnify the selling stockholders and their affiliates against certain liabilities, including liabilities arising under the Securities Act.some circumstances.


LEGAL MATTERS


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




Table of the shares offered hereby will be passed upon for Iteris by Dorsey & Whitney LLP, Irvine, California.Contents


EXPERTS


        McGladrey & Pullen LLP, our independent registered public accounting firm, have audited ourThe consolidated financial statements as of March 31, 2017 and schedule2016, and for the years ended March 31, 2017 and 2016 incorporated by reference in this Prospectus, and the effectiveness of Iteris Inc. and subsidiary's internal control over financial reporting for the year ended March 31, 20052017 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, 2005,2015, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Such consolidated financial


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 schedule areother 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 by 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 in relianceis 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 McGladrey & Pullen LLP's report, given on their authority as experts in accounting and auditing.Form 8-K:

        Ernst & Young LLP, our previous independent registered public accounting firm, have audited our consolidated financial statements and schedule for the year ended March 31, 2004 included in our

(a)

Our Annual Report on Form 10-K for the fiscal year ended March 31, 2005,2017, filed with the Commission on June 13, 2017, as set forthamended by our Form 10-K/A (Amendment No. 2) filed on August 1, 2017;



(b)

Our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2017, filed with the Commission on August 8, 2017;



(c)

The description of our Series A Junior Participating Preferred Stock Purchase Rights contained in theirthe Registration Statement on Form 8-A (File No. 000-10605) filed on August 21, 2009, including any amendments or reports filed for the purpose of updating the description; and



(d)

The description of our common stock, par value $0.10 per share, contained in the Registrant's Registration Statement on Form 8-A (File No. 001-08762) filed with the Commission on February 5, 2016, including any amendment or report which isfiled for the purpose of updating such description.

        These documents may also be accessed on our website atwww.Iteris.com. Except as otherwise specifically incorporated by reference in this prospectus, and elsewhereinformation 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 registration statement. Such consolidated financial statements and schedule aredocuments incorporated by reference, in reliance on Ernst & Young LLP's report, given on their authority as experts in accounting and auditing.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




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$75,000,000



Common Stock
Preferred Stock
Equity Warrants
Units

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PROSPECTUS

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            , 2017

We have not authorized any dealer, salesperson or other person to make a statement that differs from what isgive any information or represent anything not contained in or incorporated by reference into this prospectus. You must not rely on any unauthorized information. If any person does make a statement that differs from what is in this prospectus,anyone provides you with different or inconsistent information, you should not rely on it. This prospectus isdoes not an offer to sell nor is it seeking an offer to buy, these securitiesany shares in any state in whichjurisdiction where it is unlawful. Neither the offer ordelivery of this prospectus, nor any sale is not permitted. Themade hereunder, shall create any implication that the information in this prospectus is complete and accurate as of itscorrect after the date but the information may change after that date.

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		Page
RISK FACTORS		3
WHERE YOU CAN FIND MORE INFORMATION		12
FORWARD-LOOKING STATEMENTS		13
USE OF PROCEEDS		13
SELLING STOCKHOLDERS		14
PLAN OF DISTRIBUTION		25
LEGAL MATTERS		27
EXPERTS		27

ITERIS, INC.hereof.

16,385,565 Shares
of
Common Stock

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PROSPECTUS

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 14.    OTHER EXPENSES OF ISSUANCE AND DISTRIBUTIONOther Expenses of Issuance and Distribution.


        The following table sets forth the various costs and expenses to be paidpayable by usIteris, Inc. in connection with respect to the sale and distribution of the securities being registered.registered hereby. All of the amounts shown are estimates except for the SECSecurities and Exchange Commission registration fee.

SEC Registration Fee			$	5,786
Printing Expenses				5,000
Legal Fees and Expenses				25,000
Accounting Fees and Expenses				45,000
Miscellaneous				4,214
	Total		$	85,000

        We will bear all costs, expenses and fees in connection with the registration of the shares. The selling stockholders will bear all commissions and discounts, if any, attributable to the sales of their shares.

		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
​	​	​	​	​


ITEM 15.    INDEMNIFICATION OF DIRECTORS AND OFFICERSIndemnification of Directors and Officers.


        UnderAs permitted by Section 145102 of the Delaware General Corporation Law, Iteris can indemnify its directors and officers against liabilities they may incuror DGCL, we have adopted provisions in such capacities, including liabilities under the Securities Act. Iteris' bylaws provide that Iteris will indemnify its directors and officers to the fullest extent permitted by law and require Iteris to advance litigation expenses upon receipt by Iteris of an undertaking by the director or officer to repay such advances if it is ultimately determined that the director or officer is not entitled to indemnification. The bylaws further provide that rights conferred under such bylaws do not exclude any other right such persons may have or acquire under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

        Iteris'our certificate of incorporation providesand bylaws that under Delaware law, itslimit or eliminate the personal liability of our directors shall not be liable for monetary damages fora breach of the directors'their fiduciary duty of care to Iteris and its stockholders. This provision in the certificate of incorporation does not eliminate theas a director. The duty of care and in appropriate circumstances equitable remedies such as injunctive or other formsgenerally requires that, when acting on behalf of non-monetary relief will remainthe corporation, directors exercise an informed business judgment based on all material information reasonably available under Delaware law. In addition, eachto them. Consequently, a director will continuenot be personally liable to be subject tous or our stockholders for monetary damages or breach of fiduciary duty as a director, except for liability forfor:

•

any breach of the director's duty of loyalty to Iterisus or its stockholders, for actsour stockholders;



•

any act or omissionsomission not in good faith or involvingthat involves intentional misconduct or a knowing violationsviolation of law, for actions leadinglaw;



•

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 benefitbenefit.

        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 director, and for payment of dividends or approval of stock repurchases or redemptions that are unlawfulfullest extent permitted under Delaware law. The provision also does not affect a director's responsibilities under any other law, such as

        As permitted by Section 145 of the federal securities laws or state or federal environmental laws.DGCL, our bylaws provide that:

        Iteris has entered into agreements to

•

we may indemnify itsour directors, the directors of certain of its subsidiariesofficers, and certain of its officers in additionemployees to the indemnificationfullest 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 for in theour bylaws are not exclusive.

        Our certificate of incorporation and bylaws.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 Iteris'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' and officers' liability insurance that insures our directors and certainofficers against the cost of itsdefense, settlement or payment of a judgment in some circumstances. These indemnification provisions and the indemnification agreements may be sufficiently broad to permit indemnification of our officers and directors for certainliabilities, including reimbursement of expenses attorneys' fees, judgments, fines and settlement amounts incurred, by such personarising under the Securities Act of 1933, as amended.

        See also the undertakings set out in any action or proceeding, including any action by or in the right of Iteris, on account of services as a director or officer of Iteris, or as a director or officer of any other company or enterpriseresponse to which the person provides services at the request of Iteris.Item 17.

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ITEM 16.    EXHIBITS


Exhibit Number		Description		Where Located
4.1		Specimen of common stock certificate.		Incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form 8-A as filed with the SEC on December 8, 2004
4.2		Amended and Restated Rights Agreement, dated as of May 10, 2004, by and between the registrant and U.S. Stock Transfer Corporation, including the exhibits thereto		Incorporated by reference to Exhibit 99.1 to the Registrant's Registration Statement on Form 8-A/A as filed with the SEC on June 18, 2004
4.3		Stock Purchase Warrant dated November 29, 2001 issued to Castle Creek Technology Partners LLC		Incorporated by reference to Exhibit 4.3 to the Registrant's Registration Statement on Form S-3 as filed with the SEC on December 6, 2001
4.4		Form of Series A Warrant issued to private placement investors in August 2002		Incorporated by reference to Exhibit 4.4 to the Registrant's Registration Statement on Form S-3 as filed with the SEC on September 2, 2002
4.5		Form of Series B Warrant issued to private placement investors in August 2002		Incorporated by reference to Exhibit 4.5 to the Registrant's Registration Statement on Form S-3 as filed with the SEC on September 2, 2002
4.6		Warrant A-1 dated August 16, 2002 issued to Roth Capital Partners, LLC for the purchase of 75,000 shares of common stock		Incorporated by reference to Exhibit 4.7 to the Registrant's Registration Statement on Form S-3 as filed with the SEC on September 2, 2002
4.7		Warrant A-2 dated August 16, 2002 issued to Roth Capital Partners, LLC for the purchase of 50,000 shares of common stock		Incorporated by reference to Exhibit 4.8 to the Registrant's Registration Statement on Form S-3 as filed with the SEC on September 2, 2002
4.8		Warrant A-3 dated August 16, 2002 issued to Roth Capital Partners, LLC for the purchase of 62,500 shares of common stock		Incorporated by reference to Exhibit 4.9 to the Registrant's Registration Statement on Form S-3 as filed with the SEC on September 2, 2002
4.9		Warrant to Purchase Common Stock issued to 1515 South Manchester, LLC.		Incorporated by reference to Exhibit 4.4 to the Registrant's Registration Statement on Form S-1 as filed with the SEC on November 7, 2003
4.10		Form of Warrant issued to private placement investors in July 2003		Incorporated by reference to Exhibit 4.5 to the Registrant's Registration Statement on Form S-1 as filed with the SEC on November 7, 2003
4.11		Warrants dated January 21, 2004 and October 25, 2004 issued to Hayden Communications, Inc.		Filed Herewith
4.12		Debenture Purchase and Warrant Agreement, dated May 19, 2004, by and among the registrant and certain investors		Incorporated by reference to Exhibit10.25 to the Registrant's Registration Statement on Form S-1 as filed with the SEC on July 14, 2004

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4.13		Form of Warrant dated May 19, 2004 for convertible debenture financing		Incorporated by reference to Exhibit B to Exhibit 10.25 to the Registrant's Registration Statement on Form S-1 as filed with the SEC on July 14, 2004
4.14		Form of Warrants issued to affiliates of L.H. Friend, Weinress, Frankson & Presson, LLC in October 2001 (assumed by the registrant in October 2004)		Filed Herewith
4.15		Warrant issued to Ford Motor Company in July 2000 (assumed by the registrant in October 2004)		Filed Herewith
4.16		Warrant issued to Gary Smith in May 2005		Filed Herewith
5.1		Opinion of Dorsey & Whitney LLP		Filed Herewith
23.1		Consent of Independent Registered Public Accounting Firm, McGladrey & Pullen, LLP		Filed Herewith
23.2		Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP		Filed Herewith
23.3		Consent of Dorsey & Whitney LLP		Included in Exhibit 5.1
24.1**		Power of Attorney		Included in signature page

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**

Previously filed on January 10, 2005 with the initial submission of this registration statement on Form S-3.


ITEM 17. UNDERTAKINGSExhibits.


        The attached Exhibit Index is incorporated herein by reference.

ITEM 17.    Undertakings.


(a)

The undersigned Registrantregistrant 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;Act of 1933;

         (ii)  To reflect in the prospectus any facts or events arising after the effective date of thisthe registration statement (or the most recent post-effective amendment hereof)thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in thisthe 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 pricerange may be reflected in the form of prospectus filed with the SEC underpursuant 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 of Registration Fee" table in the effective registration statement; and

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

Provided,however, that the undertakings set forth in paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(ii)(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 periodic reports filed with or furnished to the SEC by usthe registrant pursuant

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