UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~August~~October 293, 2019

I.D. SYSTEMS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-15087	22-3270799
(State or Other Jurisdiction	(Commission	(IRS Employer
(State or Other	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)
Jurisdiction of Incorporation)	File Number)	Identification No.)

123 Tice Boulevard, Woodcliff Lake, New Jersey		07677
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (201) 996-9000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[X ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		IDSY		The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

~~Item~~Introductory ~~5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~ Note

OnThis ~~August~~Current ~~29,~~Report ~~2019,~~on ~~the~~Form ~~stockholders~~8-K ofis ~~I.D.~~being ~~Systems,~~filed ~~Inc.~~in ~~(the~~connection ~~“Company”)~~with ~~approved and adopted an amendment (~~the ~~“Plan Amendment”)~~completion, toon ~~the~~October ~~I.D. Systems~~3, ~~Inc.~~2019 ~~2018 Incentive Plan~~ (the “~~2018~~Closing ~~Plan~~Date”), of atthe apreviously ~~special~~announced ~~meeting~~Transactions ~~of stockholders~~ (~~the~~as ~~“Special~~defined ~~Meeting”~~below). ~~The Plan Amendment will be effective upon the closing of the previously announced transactions~~ contemplated by (i) the Agreement and Plan of Merger, dated as of March 13, 2019 (the “Merger Agreement”), by and among ~~the~~ ~~Company~~I.D. Systems, Inc., a Delaware corporation (“I.D. Systems”), PowerFleet, Inc., a Delaware corporation and a wholly-owned subsidiary of I.D. Systems prior to the Transactions (“~~Parent~~PowerFleet”), Pointer Telocation Ltd., a public company limited by shares formed under the laws of the State of Israel (“Pointer”), Powerfleet ~~PowerFleet~~ Israel Holding Company Ltd., a private company limited by shares formed under the laws of the State of Israel and a wholly-owned subsidiary of PowerFleet (“Pointer Holdco”), and ~~PowerFleet~~Powerfleet Israel Acquisition Company Ltd., a private company limited by shares formed under the laws of the State of Israel and a wholly-owned subsidiary of Pointer Holdco prior to the Transactions (“Pointer Merger Sub”), and (ii) the Investment and Transaction Agreement, dated as of March 13, 2019, (as amended, ~~the~~by ~~“Investment~~Amendment ~~Agreement”), by~~No. ~~and~~1 ~~among~~thereto ~~the~~dated ~~Company,~~as ~~Parent,~~of ~~PowerFleet~~May US16, ~~Acquisition~~2019, ~~Inc.~~Amendment ~~(“I~~No.D. ~~Systems~~2 ~~Merger~~thereto ~~Sub”)~~dated ~~and~~as ~~ABRY~~of ~~Senior~~June ~~Equity V~~27, ~~L.P.~~2019 and ~~ABRY~~Amendment No. ~~Senior~~3 ~~Equity~~thereto ~~Co-Investment~~dated ~~Fund~~as Vof October 3, ~~L.P.~~2019 (the “~~Investors~~Investment Agreement,”). Aand ~~detailed~~together ~~description~~with of the ~~Plan~~Merger ~~Amendment is~~Agreement, ~~included under~~ the ~~heading~~ “~~I.D.~~Agreements”), ~~Systems~~by ~~Proposal~~and 8:among ~~To Approve an Amendment to the~~ I.D. Systems, ~~2018~~PowerFleet, ~~Incentive~~PowerFleet ~~Plan” in~~US ~~the~~Acquisition ~~joint~~Inc., ~~proxy~~a ~~statement/prospectus~~Delaware ofcorporation ~~the Company~~ and ~~Pointer~~a wholly-owned ~~filed~~subsidiary inof ~~connection~~PowerFleet ~~with~~prior ~~the~~to ~~Special Meeting with~~ the ~~Securities and~~Transactions ~~Exchange~~(“I.D. ~~Commission~~Systems ~~(the~~Merger ~~“SEC~~Sub”), onand ~~July~~ABRY 25Senior Equity V, ~~2019~~L.P., ~~which~~ABRY ~~description~~Senior isEquity ~~incorporated~~Co-Investment ~~herein~~Fund byV, ~~reference~~L.P. ~~The~~and ~~description of~~ABRY ~~the~~Investment ~~Plan~~Partnership, ~~Amendment~~L.P. ~~is qualified in its entirety by reference to~~ (the ~~full~~“Investors”), ~~text~~ affiliates of ~~the~~ABRY ~~Plan~~Partners ~~Amendment~~II, ~~a copy of which is filed herewith as Exhibit 10~~LLC.~~1 and incorporated herein by reference.~~

~~Item~~At 5the effective time of the I.07D. ~~Submission~~Systems Merger (as defined below) on October 3, 2019 (the “I.D. Systems Merger Effective Time”), pursuant to the terms of ~~Matters~~the Investment Agreement, I.D. Systems reorganized into a new holding company structure by merging I.D. Systems Merger Sub with and into I.D. Systems (the “I.D. Systems Merger”), with I.D. Systems surviving as a direct, wholly-owned subsidiary of PowerFleet. Also on October 3, 2019, at the effective time of the Pointer Merger (as defined below), pursuant to the terms of the Merger Agreement, Pointer Merger Sub merged with and into Pointer (the “Pointer Merger”), with Pointer surviving as a ~~Vote~~direct, wholly-owned subsidiary of ~~Security~~Pointer ~~Holders~~Holdco and an indirect, wholly-owned subsidiary of PowerFleet. As a result of the I.D. Systems Merger, the Pointer Merger and the other transactions contemplated by the Agreements (the “Transactions”), I.D. Systems and Pointer Holdco each became direct, wholly-owned subsidiaries of PowerFleet and Pointer became an indirect, wholly-owned subsidiary of PowerFleet. In addition, as a result of the Transactions, PowerFleet became a publicly traded corporation, and former I.D. Systems stockholders and former Pointer shareholders received common stock of PowerFleet, par value $0.01 per share (“PowerFleet Common Stock”), as described further below. I.D. Systems common stock, par value $0.01 per share (“I.D. Systems Common Stock”), ceased trading on the Nasdaq Global Market and Pointer ordinary shares, par value NIS 3.00 per share (“Pointer Ordinary Shares”), ceased trading on the Nasdaq Capital Market and the Tel Aviv Stock Exchange (“TASE”), following the close of trading on October 2, 2019 and the effectiveness of the Pointer Merger on October 3, 2019, respectively, and PowerFleet Common Stock commenced trading on the Nasdaq Global Market on October 3, 2019 and is expected to commence trading on the TASE on October 6, 2019, in each case under the symbol “PWFL”.

~~The~~At ~~Company~~the ~~held~~I.D. ~~its~~Systems ~~Special~~Merger ~~Meeting~~Effective onTime, ~~August~~each ~~29,~~share ~~2019~~of I.D. ASystems ~~summary~~Common ofStock ~~the~~outstanding ~~voting~~immediately ~~results~~prior ~~for~~to such time (other than any I.D. Systems Common Stock owned by I.D. Systems immediately prior to the ~~following~~I.D. ~~proposals,~~Systems ~~each~~Merger ofEffective ~~which~~Time) was converted isautomatically ~~described~~into inthe ~~detail~~right into receive one share of PowerFleet Common Stock. At the ~~Company’s~~Pointer ~~definitive~~Merger ~~merger~~Effective ~~proxy~~Time ~~statement~~(as defined below), ~~which~~each ~~was~~Pointer ~~filed~~Ordinary ~~with~~Share ~~the~~outstanding ~~SEC~~immediately onprior ~~July~~to 25such time (other than Pointer Ordinary Shares owned, ~~2019~~directly ~~and~~or ~~first~~indirectly, ~~mailed~~by I.D. Systems, PowerFleet or any of their subsidiaries or Pointer or any of its wholly-owned subsidiaries immediately prior to the ~~Company’s~~Pointer ~~stockholders~~Merger onEffective orTime) ~~about~~was ~~July~~cancelled 29in exchange for $8.50 in cash, ~~2019~~without interest (the “Cash Consideration”), and is1.272 ~~set~~shares ~~forth~~of ~~below:~~PowerFleet Common Stock (the “Stock Consideration,” and together with the Cash Consideration, the “Pointer Merger Consideration”).

1I.D. Systems ~~The~~stock ~~Transaction~~options ~~Proposal (Proposal 1) – adoption of the Investment~~ and ~~Transaction~~restricted ~~Agreement,~~stock ~~dated~~awards asthat ofwere ~~March~~outstanding ~~13,~~immediately ~~2019,~~prior asto ~~amended (~~the ~~“Investment Agreement”), by and among the Company, PowerFleet, Inc. (“Parent”), PowerFleet US Acquisition Inc. (“~~I.D. Systems Merger ~~Sub”)~~Effective Time ~~and~~were ~~the~~converted ~~investors~~automatically ~~party~~into ~~thereto,~~equivalent ~~and~~PowerFleet ~~approval~~awards ofon the ~~transactions~~same ~~contemplated~~terms ~~thereby,~~and ~~including~~conditions ~~the~~applicable ~~reorganization~~to ~~into~~such ~~a new holding company structure by merging~~ I.D. Systems stock ~~Merger~~options ~~Sub with~~ and ~~into~~restricted ~~the~~stock ~~Company,~~awards ~~with~~prior to the ~~Company~~I.D. ~~surviving~~Systems asMerger aEffective ~~wholly-owned subsidiary of Parent:~~Time.

For		Against		Abstain		Broker Non-Votes
13,307,854		791,732		3,201		0

At the effective time of the Pointer Merger on October 3, 2019 (the “Pointer Merger Effective Time”), each award of options to purchase Pointer Ordinary Shares that was outstanding and unvested immediately prior to such time was cancelled and substituted with options to purchase shares of PowerFleet Common Stock under the PowerFleet, Inc. 2018 Incentive Plan (“2018 Plan”) on the same material terms and conditions as were applicable to the corresponding option immediately prior to the Pointer Merger Effective Time, except that (i) the number of shares of PowerFleet Common Stock underlying such substituted option is equal to the product of (A) the number of Pointer Ordinary Shares underlying such option immediately prior to the Pointer Merger Effective Time multiplied by (B) 2.544, with any fractional shares rounded down to the nearest whole number of shares of PowerFleet Common Stock, and (ii) the per-share exercise price is equal to the quotient obtained by dividing (A) the exercise price per Pointer Ordinary Share subject to such option immediately prior to the Pointer Merger Effective Time by (B) 2.544 (rounded up to the nearest whole cent).

2.At the ~~The~~Pointer ~~Investment~~Merger Effective Time, each award of options to purchase Pointer Ordinary Shares ~~Proposal~~that ~~(Proposal~~was 2)outstanding –and ~~approval~~vested ofimmediately prior ~~the~~to ~~issuance~~such oftime ~~50,000~~was ~~shares~~cancelled ofin ~~Series~~exchange Afor ~~Convertible~~the ~~Preferred~~right ~~Stock~~to receive the product of ~~Parent~~(i) the excess, ~~including~~if any, ~~shares~~ of ~~Series~~ (A) ~~Convertible~~the ~~Preferred~~Pointer Merger ~~Stock~~Consideration ~~issuable~~(allocated asbetween ~~dividends~~the ~~thereon~~Cash ~~(collectively,~~Consideration and the ~~“Investment~~Stock Consideration in the same proportion as for holders of Pointer Ordinary Shares”), ~~pursuant~~over (B) the exercise price per Pointer Ordinary Share subject to such option, multiplied by (ii) the ~~terms~~total number of ~~the~~Pointer ~~Investment~~Ordinary ~~Agreement~~Shares ~~and~~underlying such option. If the ~~issuance~~exercise price of a vested option was equal to or greater than the ~~shares~~consideration ofpayable ~~common~~in ~~stock~~respect of ~~Parent~~a ~~issuable~~vested ~~upon~~option, ~~conversion~~such ofoption ~~the~~was ~~Investment~~cancelled ~~Shares:~~without payment.

For		Against		Abstain		Broker Non-Votes
13,305,154		794,432		3,201		0

At the Pointer Merger Effective Time, each award of restricted stock units of Pointer (a “Pointer RSU”) that was outstanding and vested immediately prior to such time was cancelled in exchange for the right to receive the Pointer Merger Consideration (allocated between the Cash Consideration and the Stock Consideration in the same proportion as for holders of Pointer Ordinary Shares). Each Pointer RSU that was outstanding and unvested immediately prior to such time was cancelled and substituted with restricted stock units under the 2018 Plan representing the right to receive, on the same material terms and conditions as were applicable under such Pointer RSU immediately prior to the Pointer Merger Effective Time, that number of shares of PowerFleet Common Stock equal to the product of (i) the number of Pointer Ordinary Shares underlying such Pointer RSU immediately prior to the Pointer Merger Effective Time multiplied by (ii) 2.544, with any fractional shares rounded down to the nearest lower whole number of shares of PowerFleet Common Stock.

3. The issuance ~~Acquisition~~of ~~Shares~~PowerFleet ~~Proposal~~Common ~~(Proposal~~Stock 3)in –connection ~~approval~~with of the ~~issuance~~Transactions ofwas ~~10,753,102~~registered ~~shares~~under ofthe ~~common~~Securities ~~stock~~Act of ~~Parent~~1933, as amended, pursuant to ~~the~~PowerFleet’s ~~terms~~registration ofstatement ~~the~~on ~~Agreement~~Form ~~and~~S-4 ~~Plan~~(File ofNo. ~~Merger,~~333-231725) ~~dated~~ (as ~~of March 13~~amended, ~~2019 (~~the “~~Merger~~Registration ~~Agreement~~Statement”), filed bywith the U.S. Securities and ~~among~~Exchange Commission (the ~~Company,~~“SEC”) ~~Parent,~~and ~~Pointer,~~declared ~~PowerFleet~~effective ~~Israel~~on ~~Holding~~July ~~Company~~25, ~~Ltd~~2019. ~~and~~The ~~PowerFleet~~definitive joint ~~Israel~~proxy ~~Acquisition~~statement/prospectus ~~Company~~of ~~Ltd~~I.,D. ~~pursuant~~Systems toand ~~which~~ Pointer ~~Merger~~that ~~Sub~~forms ~~will~~part ~~merge~~of ~~with~~the Registration Statement and ~~into~~that ~~Pointer,~~was filed with ~~Pointer~~the ~~surviving~~SEC aspursuant anto ~~indirect~~Rule 424(b)(3) on July 25, ~~wholly-owned~~2019 ~~subsidiary~~(the of“Joint ~~Parent:~~Proxy Statement/Prospectus”) contains additional information about the Transactions.

For		Against		Abstain		Broker Non-Votes
13,310,004		789,582		3,201		0

The foregoing description of the Agreements and the Transactions does not purport to be complete and is qualified in its entirety by reference to the full text of (i) the Merger Agreement, which is incorporated herein by reference to Exhibit 2.1 to I.D. Systems’ Current Report on Form 8-K filed with the SEC on March 15, 2019, and (ii) the Investment Agreement (including Amendment No. 1 and Amendment No. 2 thereto), which is incorporated herein by reference to Exhibit 2.2 to I.D. Systems’ Current Report on Form 8-K filed with the SEC on March 15, 2019, to Exhibit 2.1 to I.D. Systems’ Current Report on Form 8-K filed with the SEC on May 20, 2019 and to Exhibit 2.1 to I.D. Systems’ Current Report on Form 8-K filed with the SEC on June 27, 2019, and Amendment No. 3 to the Investment Agreement, which is filed as Exhibit 2.5 to this Current Report on Form 8-K and incorporated herein by reference.

4.The representations, ~~Authorized~~warranties ~~Share~~and ~~Capital~~covenants ~~(Proposal~~contained 4)in –the ~~approval~~agreements and documents described above were made only for purposes of ~~the~~those ~~authorized~~agreements ~~shares~~and documents and as of ~~Parent’s~~the ~~capital~~specified ~~stock~~dates set forth therein, ~~consisting~~were solely for the benefit of 75the parties to those agreements and documents,~~000~~ may be subject to limitations agreed upon by those parties,~~000~~ ~~shares~~including being qualified by confidential disclosures made for the purposes of ~~common~~allocating ~~stock~~contractual ~~and~~risk ~~150,000~~between ~~shares~~those parties instead of ~~preferred~~establishing ~~stock~~particular matters as facts, and may be subject to standards of ~~which~~materiality ~~100~~applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on these representations,~~000~~ ~~shares~~warranties ~~will~~or becovenants ~~designated~~or any descriptions thereof as ~~Series~~characterizations of Athe ~~Convertible~~actual ~~Preferred~~state ~~Stock~~of facts or conditions of PowerFleet, asI.D. ~~described~~Systems inor ~~Article~~Pointer ~~FIFTH~~or any of their respective subsidiaries or affiliates. Moreover, information concerning the ~~Parent~~subject ~~Charter:~~matter of the representations, warranties and covenants may change after the date of the applicable agreement, which subsequent information may or may not be fully reflected in PowerFleet’s, I.D. Systems’ or Pointer’s public disclosures.

For		Against		Abstain		Broker Non-Votes
13,306,234		793,952		2,601		0

The Cash Consideration was financed using (i) net proceeds of the issuance and sale by PowerFleet of 50,000 shares of PowerFleet’s Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), to the Investors for an aggregate purchase price of $50,000,000 pursuant to the terms of the Investment Agreement, and (ii) term loan borrowings by Pointer Holdco on the Closing Date of $30,000,000 under a credit agreement, dated August 19, 2019 (the “Credit Agreement”), with Bank Hapoalim B.M., pursuant to which Bank Hapoalim B.M. agreed to provide Pointer Holdco with two senior secured term loan facilities in an aggregate principal amount of $30,000,000 (comprised of two facilities in the aggregate principal amount of $20,000,000 and $10,000,000) and a five-year revolving credit facility to Pointer in an aggregate principal amount of $10,000,000. A summary of the voting powers, designations, preferences and other special rights, and qualifications, limitations and restrictions, of the Series A Preferred Stock is contained in the section of the Joint Proxy Statement/Prospectus entitled “Description of Parent Capital Stock.” The Credit Agreement was previously described in I.D. Systems’ Current Report on Form 8-K filed with the SEC on August 23, 2019.

5Item 1.01. ~~Indemnification~~Entry ~~(Proposal~~into 5)a –Material ~~approval~~Definitive of certain provisions set forth in Article ELEVENTH of the Parent Charter, which contain certain mandatory indemnification provisions for the directors and officers of Parent, including, among other things, the advancement of expenses:Agreement.

For		Against		Abstain		Broker Non-Votes
12,675,524		1,423,662		3,601		0

On October 3, 2019, PowerFleet, I.D. Systems, I.D. Systems Merger Sub and the Investors entered into Amendment No. 3 to the Investment Agreement (the “Investment Agreement Third Amendment”), pursuant to which PowerFleet agreed to issue and sell to the Investors in a private placement convertible unsecured promissory notes in the aggregate principal amount of $5,000,000 (the “Notes”) at the closing of the Transactions. The principal amount of, and accrued interest through the maturity date on, the Notes will convert automatically into Series A Preferred Stock (at the original issuance price thereof) upon receipt of the approval by PowerFleet’s stockholders in accordance with Nasdaq rules. The Notes will bear interest at 10% per annum, will mature on the third business day before the first anniversary of their issuance date (unless earlier converted) and may be prepaid in full subject to a prepayment premium.

6.The foregoing ~~Corporate~~description ~~Opportunity~~of ~~(Proposal~~the 6)Investment –Agreement ~~approval~~Third ofAmendment ~~certain~~does ~~provisions~~not ~~set~~purport ~~forth~~to be complete and is qualified in ~~Article~~its ~~TWELFTH~~entirety by reference to the full text of the ~~Parent~~Investment ~~Charter~~Agreement Third Amendment, which ~~provide~~is ~~that~~filed ~~certain~~as ~~transactions~~Exhibit ~~are~~2.5 ~~not~~to ~~“corporate~~this ~~opportunities”~~Current ofReport on ~~Parent:~~Form 8-K and incorporated herein by reference.

For		Against		Abstain		Broker Non-Votes
11,927,485		2,171,701		3,601		0

Item 2.01.

Completion of Acquisition or Disposition of Assets.

7.The information ~~Exclusive Forum (Proposal 7) – approval of certain provisions~~ set forth in ~~Article SIXTEENTH of~~ the ~~Parent~~Introductory ~~Charter~~Note, ~~which~~Item ~~designate~~3.01 ~~the~~and ~~Chancery~~Item ~~Court~~5.01 of ~~the~~this ~~State~~Current ofReport ~~Delaware~~on asForm ~~the~~8-K ~~exclusive~~is ~~forum~~incorporated ~~for~~by reference ~~certain~~into ~~legal~~this ~~actions:~~Item 2.01.

For		Against		Abstain		Broker Non-Votes
11,977,447		2,121,659		3,681		0

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

8.On the ~~The~~Closing ~~Plan~~Date, ~~Amendment~~in ~~Proposal~~connection ~~(Proposal~~with 8)the –completion ~~approval~~ of ~~an amendment to~~ the Transactions, I.D. Systems, ~~Inc.~~notified ~~2018~~the ~~Incentive~~Nasdaq ~~Plan,~~Stock ~~which~~Market ~~provides~~LLC ~~for~~(“Nasdaq”) that anthe ~~increase~~Transactions inhad been consummated and requested that the ~~number~~trading of its shares ofon ~~common~~the ~~stock~~Nasdaq ~~available~~Global ~~for~~Market ~~issuance~~be ~~thereunder~~ suspended and ~~reflects~~that the ~~assumption~~listing of its shares on the Nasdaq Global Market be withdrawn. In addition, I.D. Systems, ~~Inc.~~requested ~~2018~~that ~~Incentive~~Nasdaq ~~Plan~~file with bythe ~~Parent:~~SEC a notification on Form 25 to report the delisting of its shares from the Nasdaq Global Market and to deregister its shares under Section 12(b) of the Securities Exchange Act of 1934, as amended.

For		Against		Abstain		Broker Non-Votes
12,742,732		1,060,552		299,503		0

Item 3.03.

Material Modification to Rights of Security Holders.

9. The information ~~Advisory~~set ~~Vote~~forth onin ~~Executive~~the ~~Compensation~~Introductory ~~Proposal~~Note, ~~(Proposal~~Item 9)5.01 –and ~~approval~~Item on5.03 anof ~~advisory~~this ~~(non~~Current Report on Form 8-~~binding)~~K ~~basis~~is ofincorporated ~~the~~by reference ~~compensation~~into ~~that~~this ~~may~~Item ~~become~~3.03. ~~payable~~The todisclosure ~~certain~~set ~~named~~forth ~~executive~~in ~~officers~~the sections titled “Comparison of the ~~Company~~Rights inof ~~connection~~Holders ~~with,~~of orI.D. Systems ~~following,~~Common ~~the~~Stock ~~consummation~~and Parent Common Stock” and “Description of ~~the~~Parent ~~transactions~~Capital ~~contemplated~~Stock” byin the ~~Merger~~Registration Statement ~~Agreement~~is ~~and~~incorporated ~~the~~herein ~~Investment~~by ~~Agreement:~~reference.

For		Against		Abstain		Broker Non-Votes
13,025,485		809,979		267,323		0

Item 5.01.

Change in Control of Registrant.

~~10.~~As a ~~The~~result ~~Adjournment~~of ~~Proposal (Proposal 10) – approval to adjourn~~ the ~~special~~completion ~~meeting to a later date or dates, if necessary, to permit further solicitation~~ of ~~proxies in~~ the ~~event there are insufficient votes present in person or by proxy for~~Transactions, orI.D. ~~otherwise~~Systems inbecame ~~connection~~a ~~with,~~wholly-owned ~~the~~subsidiary ~~approval~~ of ~~each of Proposals 1, 2, 3 and 4:~~PowerFleet.

For		Against		Abstain		Broker Non-Votes
13,266,693		833,213		2,881		0

The information set forth in the Introductory Note and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

~~It was~~Item ~~determined~~5.02. atDeparture ~~the~~of ~~Special~~Directors ~~Meeting~~or ~~that~~Principal ~~sufficient~~Officers; ~~votes~~Election ~~had~~of ~~been~~Directors; ~~obtained~~Appointment ~~to approve each~~ of ~~Proposals~~Principal ~~1, 2, 3 and 4 and that it was not necessary to adjourn the Special Meeting to solicit additional proxies~~Officers.

~~Item~~In 8connection with the Transactions and effective as of the I.01D. ~~Other~~Systems ~~Events~~Merger Effective Time, Kenneth Brakebill and Christopher Formant resigned as directors of I.D. Systems and David Mahlab, Anders Bjork and John Hunt were appointed to the board of directors of I.D. Systems.

~~On August~~Item ~~29, 2019, the Company issued a press release announcing the approval by the stockholders of the proposals at the Special Meeting~~5.03. ~~The~~Amendments ~~full~~to ~~text~~Articles of ~~the~~Incorporation ~~press~~or ~~release,~~Bylaws; aChange ~~copy~~in ofFiscal ~~which is attached hereto as Exhibit 99~~Year.~~1, is incorporated herein by reference.~~

~~Important~~On ~~Information~~October ~~for~~3, ~~Investors~~2019, in connection with the completion of the Transactions and ~~Stockholders~~pursuant to the Investment Agreement, at the I.D. Systems Merger Effective Time, I.D. Systems’ certificate of incorporation and bylaws were amended and restated in their entirety. Copies of I.D. Systems’ Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

~~This report~~Item ~~does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval~~8. ~~It does not constitute a prospectus or prospectus equivalent document~~01. NoOther ~~offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”)~~Events.

~~In connection with the proposed transactions among Parent, the Company and Pointer, Parent, the Company and Pointer have filed, and will file, relevant materials with the SEC.~~ On ~~May 24, 2019, Parent filed with the SEC a registration statement on Form S-4, as~~ ~~amended~~October ~~on July 1~~3, 2019 ~~and July 23~~, ~~2019,~~PowerFleet ~~containing~~issued a ~~joint~~press ~~proxy~~release ~~statement~~announcing of the ~~Company~~completion ~~and Pointer that also constitutes a prospectus~~ of ~~Parent. The registration statement was declared effective by~~ the ~~SEC~~Transactions. onA ~~July~~copy ~~25,~~of ~~2019, and~~ the ~~Company~~press ~~and Pointer~~release ~~commenced~~is ~~mailing~~filed ~~the~~as ~~definitive~~Exhibit ~~joint~~99.1 ~~proxy statement/prospectus~~ to ~~stockholders~~this ofCurrent ~~the~~Report ~~Company and Pointer~~ on orForm ~~about~~8-K ~~July 29, 2019~~ and ~~August~~incorporated 1,herein 2019, respectively. INVESTORS AND SECURITY HOLDERS OF THE COMPANY AND POINTER ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT HAVE BEEN OR WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies of the registration statement and the joint proxy statement/prospectus and other documents filed with the SEC by ~~Parent, the Company or Pointer (when available) through the website maintained by the SEC at www~~reference.~~sec.gov.~~

~~Cautionary Note~~Item ~~Regarding~~9.01. ~~Forward-Looking~~Financial Statements and Exhibits.

This report contains forward-looking statements within the meaning of federal securities laws. The Company’s, Pointer’s and the combined business’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Company’s and Pointer’s expectations with respect to their beliefs, plans, goals, objectives, expectations, anticipations, assumptions, estimates, intentions and future performance, as well as anticipated financial impacts of the proposed transaction, the satisfaction of the closing conditions to the proposed transaction and the timing of the completion of the proposed transaction. Forward-looking statements involve significant known and unknown risks, uncertainties and other factors, which may cause their actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. For example, forward-looking statements include statements regarding: prospects for additional customers; potential contract values; market forecasts; projections of earnings, revenues, synergies, accretion or other financial information of the Company, Pointer and the combined business; emerging new products; and plans, strategies and objectives of management for future operations, including growing revenue, controlling operating costs, increasing production volumes, and expanding business with core customers. Most of these factors are outside the parties’ control and are difficult to predict. The risks and uncertainties referred to above include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreements for the proposed transactions or could otherwise cause the proposed transactions to fail to close; (2) the risks or uncertainties of taking on significant new indebtedness and/or issuance of significant new equity to finance the transactions; (3) conditions to the closing of the transactions may not be satisfied and required regulatory approvals may not be obtained; (4) the outcome of any legal proceedings that may be instituted against the Company or Pointer following the announcement of the transaction agreements and the proposed transactions; (5) the inability to complete the proposed transactions; (6) the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the proposed transactions; (7) the inability to obtain or maintain the listing of the shares of common stock of Parent on Nasdaq; (8) the risk that the proposed transactions disrupt current plans and operations as a result of the announcement and consummation of the proposed transactions; (9) the ability to recognize the anticipated benefits of the proposed transactions, which may be affected by, among other things, the ability of the Company to integrate successfully the business, operations and employees of Pointer and the ability of the combined company to grow and manage growth profitably and retain its key employees; (10) costs related to the proposed transactions; (11) changes in applicable laws or regulations; (12) the possibility that the Company or Pointer may be adversely affected by other economic or business conditions, and/or competitive factors; (13) the loss of the Company’s or Pointer’s key customers or reduction in the purchase of products or services by any such customers; (14) the failure of the market for the Company’s or Pointer’s products and services to continue to develop; (15) the inability to protect the Company’s or Pointer’s intellectual property; (16) the effects of competition from a variety of local, regional, national and other providers of wireless solutions; and (17) other risks and uncertainties detailed from time to time in the Company’s, Pointer’s and Parent’s filings with the SEC, including the Company’s annual report on Form 10-K for the year ended December 31, 2018, Pointer’s annual report on Form 20-F for the year ended December 31, 2018 and Parent’s registration statement on Form S-4 filed with the SEC on May 24, 2019, as amended on July 1, 2019 and July 23, 2019. These risks could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, the Company or Pointer. Unless otherwise required by applicable law, the Company and Pointer assume no obligation to update the information contained in this report, and expressly disclaim any obligation to do so, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		First Amendment to the I.D. Systems, Inc. 2018 Incentive Plan.
2.1		Agreement and Plan of Merger, dated as of March 13, 2019, by and among PowerFleet, Inc., Powerfleet Israel Holding Company Ltd., Powerfleet Israel Acquisition Company Ltd., I.D. Systems, Inc. and Pointer Telocation Ltd. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of I.D. Systems, Inc., filed with the SEC on March 15, 2019).
99.1		Press release, dated August 29, 2019.
2.2		Investment and Transaction Agreement, dated as of March 13, 2019, by and among I.D. Systems, Inc., PowerFleet, Inc., PowerFleet US Acquisition Inc., ABRY Senior Equity V, L.P. and ABRY Senior Equity Co-Investment Fund V, L.P. (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K of I.D. Systems, Inc., filed with the SEC on March 15, 2019).
2.3		Amendment No. 1 to the Investment and Transaction Agreement, dated as of May 16, 2019, by and among I.D. Systems, Inc., PowerFleet, Inc., PowerFleet US Acquisition Inc., ABRY Senior Equity V, L.P. and ABRY Senior Equity Co-Investment Fund V, L.P. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of I.D. Systems, Inc., filed with the SEC on May 20, 2019).
2.4		Amendment No. 2 to the Investment and Transaction Agreement, dated as of June 27, 2019, by and among I.D. Systems, Inc., PowerFleet, Inc., PowerFleet US Acquisition Inc., ABRY Senior Equity V, L.P. and ABRY Senior Equity Co-Investment Fund V, L.P. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of I.D. Systems, Inc., filed with the SEC on June 27, 2019).
2.5		Amendment No. 3 to the Investment and Transaction Agreement, dated as of October 3, 2019, by and among I.D. Systems, Inc., PowerFleet, Inc., PowerFleet US Acquisition Inc., ABRY Senior Equity V, L.P., ABRY Senior Equity Co-Investment Fund V, L.P. and ABRY Investment Partnership, L.P.
3.1		Amended and Restated Certificate of Incorporation of I.D. Systems, Inc.
3.2		Amended and Restated Bylaws of I.D. Systems, Inc.
99.1		Press release, dated October 3, 2019.

SIGNATURE

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

	I.D. SYSTEMS, INC.

	By:	/s/ Ned Mavrommatis
	Name:	Ned Mavrommatis
	Title:	Chief Financial Officer

Date: ~~August~~October 293, 2019

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