SEC Company Response from Remote Dynamics Inc (CIK 0000944400) — Jun 16, 2005

Remote Dynamics Inc (CIK 0000944400)
Date: June 16, 2005 · CIK: 0000944400 · Accession: 0000950134-05-012098

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AI Filing Summary & Sentiment

Referenced dates: June 10, 2005

Date

June 16, 2005

Author

/s/ W. Michael Smith

Form

CORRESP

Company

Remote Dynamics Inc (CIK 0000944400)

Letter

United States Securities and Exchange Commission Division of Corporate Finance Remote Dynamics, Inc. Form 10-K for the fiscal year ended August 31, 2004 Filed November 18, 2004 File No. 0-26140

RE:

Dear Mr. Spirgel,

We have reviewed your comments with respect to the Form 10-K filed by Remote Dynamics, Inc. for the fiscal year ended August 31, 2004 as provided in your letter dated June 10, 2005. We are attaching a draft copy of the Amendment No. 2 to Form 10-K. Please review the amendment and confirm that we have complied with your request. We will then proceed with the filing of this Form 10-K/A.

Sincerely,
/s/ W. Michael Smith

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June 16, 2005

Mr. Larry Spirgel

Assistant Director

United States Securities and Exchange Commission

Division of Corporate Finance

Washington, D.C. 20549

RE:

Remote Dynamics, Inc.

Form 10-K for the fiscal year ended August 31, 2004

Filed November 18, 2004

File No. 0-26140

Dear Mr. Spirgel,

We have reviewed your comments with respect to the Form 10-K filed by Remote Dynamics, Inc.
for the fiscal year ended August 31, 2004 as provided in your letter dated June 10, 2005. We are
attaching a draft copy of the Amendment No. 2 to Form 10-K. Please review the amendment and
confirm that we have complied with your request. We will then proceed with the filing of this
Form 10-K/A.

Sincerely,

/s/ W. Michael Smith

W. Michael Smith

Executive Vice President, Chief Operating Officer,

Chief Financial Officer and Treasurer

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

Amendment No. 2

FOR ANNUAL AND TRANSITION REPORTS

PURSUANT TO SECTIONS 13 OR 15(d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

(Mark One)

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

For the fiscal year ended August 31, 2004 or

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

For the transition period from ___________ to ___________

Commission File Number 0-26140

Remote Dynamics, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

51-0352879

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification Number)

1155 Kas Drive, Suite 100 Richardson, Texas

75081

(Address of principal executive offices)

(Zip Code)

(Registrant’s telephone number, including area code) (972) 301-2000

Securities Registered Pursuant to Section 12(b) of the Act: None

Securities Registered Pursuant to Section 12(g) of the Act:

Common Stock, $.01 par value

(Title of each Class)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

Yes þ No o.

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

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange
Act Rule 12b-2). Yes o No þ

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS;

Indicate by check mark whether the registrant has filed all documents and reports required by
Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court. Yes þ No o

The aggregate market value of the voting and nonvoting common equity held by non-affiliates of
the Registrant as of February 27, 2004 was $1,180,539.*

The number of shares outstanding of Registrant’s Common Stock was 7,325,937 as of June 22, 2005.

*Excludes the Common Stock held by executive officers, directors and by stockholders whose
ownership exceeds 5% of the Common Stock outstanding at February 27, 2004. Exclusion of such
shares should not be construed to indicate that any such person possesses the power, direct or
indirect, to direct or cause the direction of the management or policies of the Registrant or that
such person is controlled by or under common control with the Registrant.

Remote Dynamics, Inc.

FORM 10-K/A

Amendment No. 2

For the Fiscal Year Ended August 31, 2004

INDEX

Page

PART IV.

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Table of Contents

Remote Dynamics, Inc., a Delaware Corporation formerly known as Minorplanet Systems
USA, Inc. (the “Company” or “Remote Dynamics”) is filing this Amendment No. 2 to its Annual Report
for the fiscal year ended August 31, 2004, that was filed with the Securities and Exchange
Commission on November 18, 2004 for the sole purpose of removing the disclosures made in Note 19 to
the consolidated financial statements regarding the Company’s change in principal independent
public accountants. Footnote 19 contained a repetitive disclosure of information that was properly
disclosed in Item 9 of Form 10-K for the fiscal year ended August 31, 2004, Form 8-K filed on March
19, 2004, and Item 9 of Form 10-K for the fiscal year ended August 31, 2003.

Table of Contents

REMOTE DYNAMICS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

19. Note has been omitted.

Table of Contents

SIGNATURES

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

June 24, 2005

REMOTE DYNAMICS, INC.

By:
/s/ Dennis R. Casey

Dennis R. Casey

President and Chief Executive Officer

(Principal Executive Officer)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on
Form 10-K/A for the fiscal year ended August 31, 2004, has been signed below by the following
persons on behalf of the Registrant in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Dennis R. Casey

Chief Executive Officer and Director

June 24, 2005

Dennis R. Casey

(Principal Executive Officer)

/s/ W. Michael Smith

Executive Vice President, Chief

June 24, 2005

W. Michael Smith

Operating Officer, Chief Financial

Officer, and Treasurer (Principal

Financial and Accounting Officer)

/s/ Gregg Pritchard

June 24, 2005

Gregg Pritchard

Director

/s/ Gerry C. Quinn

June 24, 2005

Gerry C. Quinn

Director

/s/ Thomas Honeycutt

June 24, 2005

Thomas Honeycutt

Director

/s/ Stephen CuUnjieng

June 24, 2005

Stephen CuUnjieng

Director

/s/ Matthew Petzold

June 24, 2005

Matthew Petzold

Director

Table of Contents

INDEX TO EXHIBITS

EXHIBIT

NUMBER

TITLE

2.1

Stock Purchase and Exchange Agreement by and between the Company,
Minorplanet Systems PLC and Mackay Shields LLC, dated February 14, 2001
(14)

2.2

Asset Purchase Agreement by and between the Company and Aether Systems,
Inc. dated March 15, 2002 (15)

2.3

Findings and Fact, Conclusions of Law and Order Confirming Company’s
Third Amended Joint Plan of Reorganization and Approving Settlement of
Company’s Amended Motion for Valuation (22)

2.4

Securities Purchase Agreement by and between the Company and SDS
Capital Group SPC, Ltd. dated October 1, 2004 (24)

2.5

Registration Rights Agreement by and between the Company and SDS
Capital Group SPC, Ltd. dated October 1, 2004 (24)

2.6

Certificate of Designation, Preferences and Rights, Series A
Convertible Preferred Stock of Remote Dynamics, Inc. filed with
Secretary of State of Delaware on October 1, 2004 (24)

2.7

Stock Purchase Warrant issued to SDS Capital Group SPC, Ltd. on October
1, 2004 for purchase of 1,000,000 shares of common stock (24)

2.8

Stock Purchase Warrant issued to SDS Capital Group SPC, Ltd. on October
1, 2004 for purchase of 625,000 shares of common stock (24)

2.9

Securities Purchase Agreement by and between
the Company and SDS Capital Group SPC, Ltd. dated May 31, 2005 (27)

3.1

Amended and Restated Certificate of Incorporation of the Company (23)

3.2

Third Amended and Restated By-Laws of the Company (26)

4.1

Specimen of certificate representing Common Stock, $.01 par value, of
the Company (1)

10.1

Exclusive License and Distribution Agreement by and between Minorplanet
Limited, (an @Track subsidiary) and Mislex (302) Limited, dated June
21, 2001 (13)

10.2

Product Development Agreement, dated December 21, 1995, between
HighwayMaster Corporation and IEX Corporation (2)(3)

10.3

Lease Agreement, dated March 20, 1998, between HighwayMaster
Corporation and Cardinal Collins Tech Center, Inc. (4)

10.4

Agreement No. 980427 between Southwestern Bell Telephone Company,
Pacific Bell, Nevada Bell, Southern New England Telephone and
HighwayMaster Corporation executed on January 13, 1999 (6)(7)

10.5

Administrative Carrier Agreement entered into between HighwayMaster
Corporation and Southwestern Bell Mobile Systems, Inc. on March 30,
1999 (6)(7)

10.6

Addendum to Agreement entered into between HighwayMaster Corporation
and International Telecommunications Data Systems, Inc. on February 4,
1999 (6)(7)

10.7

Second Addendum to Agreement entered into between HighwayMaster
Corporation and International Telecommunications Data Systems, Inc. on
February 4, 1999 (6)(7)

10.8

Fleet-on-Track Services Agreement entered into between GTE
Telecommunications Services Incorporated and HighwayMaster Corporation
on May 3, 1999 (8)(9)

10.9

Limited Liability Company Agreement of HighwayMaster of Canada, LLC
executed March 3, 2000 (10)

10.10

Monitoring Services Agreement dated May 25, 2000, by and between the
Company and Criticom International Corporation (11) (12)

10.11

Agreement No. 980427-03, dated January 31, 2002 between SBC Ameritech,

Table of Contents

EXHIBIT

NUMBER

TITLE

SBC Pacific Bell, SBC Southern New England Telephone, SBC Southwestern
Bell Telephone, L.P. and the Company (16) (17)

10.12

Addendum dated September 26, 2002 to Exclusive Licence and Distribution
Agreement (18)

10.13

Irrevocable Waiver and Consent to Amendment to Bylaws of certain rights
executed by Minorplanet Systems PLC, dated October 6, 2003 (19)

10.14

Variation Agreement to Exclusive License and Distribution Agreement by
and between Minorplanet Limited, as Licensor, and Minorplanet Systems
USA, Limited, as Licensee, dated October 6, 2003 (19)

10.15

Amendment No. 3 to Agreement No. 980427-03 by and between Minorplanet
Systems USA, Inc. and SBC Services, Inc. dated January 21, 2004 (21)

10.16

Amendment No. 5 to Agreement No. 980427-03 by and between Remote
Dynamics, Inc. and SBC Services, Inc. dated October 8, 2004 (25)

10.17

Third Amendment to Lease Agreement between the Company and Cardinal
Collins Tech Center, Inc. dated July 1, 2004 (26)

10.18

Employment Agreement between the Company and Dennis R. Casey dated July
2, 2004 (26)

10.19

Employment Agreement between the Company and W. Michael Smith dated
July 2, 2004 (26)

10.20

Employment Agreement between the Company and J. Raymond Bilbao dated
July 2, 2004 (26)

10.21

Employment Agreement between the Company and Joseph W. Pollard dated
July 26, 2004 (26)

10.22

Restricted Stock Agreement between the Company and Dennis R. Casey
dated July 2, 2004 (26)

10.23

Restricted Stock Agreement between the Company and W. Michael Smith
dated July 2, 2004 (26)

10.24

Restricted Stock Agreement between the Company and J. Raymond Bilbao
dated July 2, 2004 (26)

10.25

Restricted Stock Agreement between the Company and Joseph W. Pollard
dated July 26, 2004 (26)

10.26

Employment Agreement between the Company and David Bagley dated
September 17, 2004 (26)

10.27

Restricted Stock Agreement between the Company and David Bagley dated
September 17, 2004 (26)

10.28

2004 Restated Management Incentive Plan (26)

10.29

Secured Promissory Note issued by the Company
to SDS Capital Group SPC, Ltd. dated May 31, 2005 (27)

10.30

Security Agreement by and between the Company
and SDS Capital Group SPC, Ltd. dated May 31, 2005 (27)

11.0

Statement Regarding Computation of Per Share Earnings (26)

14.1

Code of Ethics for Senior Financial Officers approved by the Board of
Directors of the Company on November 7, 2003 (20)

16.1

Letter from Arthur Andersen to the SEC (Omitted pursuant to Item 304T
of Regulation S-K)

31.1

Certification Pursuant to Section 13a-15(e) and 15d-15(e) of the
Securities Exchange Act of 1934, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, by Dennis R. Casey, President and Chief
Executive Officer (Principal Executive Officer) (28)

31.2

Certification Pursuant to Section 13a-15(e) and 15d-15(e) of the
Securities Exchange Act of 1934, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, by W. Michael Smith, Executive Vice
President, Chief Operating Officer, Chief Financial Officer and
Treasurer (Principal Financial and Accounting Officer) (28)

32.1

Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, by Dennis R. Casey,
President and Chief Executive Officer
(Principal Executive Officer) (28)

32.2

Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, by W. Michael Smith,
Executive Vice President, Chief Operating Officer, Chief Financial
Officer and Treasurer

Table of Contents

EXHIBIT

NUMBER

TITLE

(Principal Financial and Accounting Officer) (28)

99.1

Amended and Restated Audit Committee Charter approved by Audit
Committee of the Board of Directors of the Company on November 18, 2003
(20)

Filed in connection with the Company’s Registration Statement
on Form S-1, as amended (No. 33-91486), effective June 22, 1995.

Filed in connection with the Company’s Annual Report on Form
10-K for the fiscal year ended December 31, 1995.

Certain confidential portions deleted pursuant to Application
for Confidential Treatment filed in connection with the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 1995.

Filed in connection with the Company’s Form 10-Q Quarterly
Report for the quarterly period ended September 30, 1998.

Filed in connection with the Company’s Form 10-K fiscal year
ended December 31, 1998.

Filed in connection with the Company’s Form 10-Q Quarterly
Report for the quarterly period ended March 31, 1999.

Certain confidential portions deleted pursuant to Order
Granting Application for Confidential Treatment issued June 22, 1999 in
connection with the Company’s Form 10 –Q Quarterly Report for the quarterly
period ended March 31, 1999.

Filed in connection with the Company’s Form 10-Q Quarterly
Report for the quarterly period ended June 30, 1999.

Certain confidential portions deleted pursuant to letter
granting application for confidential treatment issued October 10, 1999 in
connection with the Company’s Form 10-Q Quarterly Report for the quarterly
period ended June 30, 1999.

10.

Filed in connection with the Company’s Form 10-Q Quarterly
Report for the quarterly period ended March 31, 2000.

11.

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