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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION  Form 10-K/A
 Amendment No. 1 FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934 (Mark One) [X]
    
    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.  Delaware
    
    51-0352879(State or Other Jurisdiction of Incorporation or Organization)
    
    (I.R.S. Employer Identification Number)
 1155 Kas Drive, Suite 100 Richardson, Texas75081(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
[X]   No [  ].




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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. [X] Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes
[  ]   No [X] 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 [X]   No [  ] 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 6,866,095 as
of December 15, 2004.




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*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. i




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Remote Dynamics, Inc. FORM 10-K/A
Amendment No. 1
For the Fiscal Year Ended August 31, 2004 INDEX PagePART IIIITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
    
    
    1ITEM 11. EXECUTIVE COMPENSATION
    
    
    7ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    
    
    13ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
    
    
    15ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    17Certification of Dennis R. Casey Pursuant to Section 302Certification of W. Michael Smith Pursuant to Section 302Certification of Dennis R. Casey Pursuant to Section 906Certification of W. Michael Smith Pursuant to Section 906
 ii




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Remote Dynamics, Inc., a Delaware Corporation formerly known as
Minorplanet Systems USA, Inc. (the Company or Remote Dynamics) is filing
this Amendment No. 1 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 adding the information required by Items 10,
11, 12, 13 and 14 of Part III of Form 10-K in accordance with General
Instruction G(3) to Form 10-K. 
 Part III 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISRANT Organization of the Board of Directors and Meetings Pursuant
to the Companys Third Amended and Restated Bylaws, the Companys Board
of Directors shall consist of seven board members. As one board seat remains
vacant, the Companys Board of Directors presently consists of six board
members: Gerry C. Quinn, Matthew Petzold, Thomas Honeycutt, Gregg Pritchard,
Stephen CuUnjieng and Dennis R. Casey. Mr. Quinn was elected at the 2003 annual
meeting of stockholders. Mr. Pritchard was appointed to the Companys Board of
Directors effective July 2, 2004 as per the Companys Third Amended Joint Plan
of Reorganization (Reorganization Plan) which was confirmed by the United
State Bankruptcy Court for the Northern District of Texas on June 29, 2004. On
July 13, 2004, the Companys Board of Directors elected Messrs. Casey and
CuUnjieng to the Companys Board of Directors to fill a board seat vacancy. On
July 29, 2004, the Companys Board of Directors elected Mr. Honeycutt to the
Companys Board of Directors to fill a board seat vacancy. On August 6, 2004,
the Companys Board of Directors elected Mr. Petzold to the Companys Board of
Directors to fill a board seat vacancy. Pursuant to the Companys Reorganization Plan, John Stupka and Michael
Beverley resigned as directors effective July 2, 2004. Effective July 29, 2004,
Lloyd Miller, Mair Faibish and Alan Howe resigned their positions as members of
the Companys Board of Directors. Messrs. Miller, Faibish and Howe had been
previously elected to the Companys Board of Directors in connection with the
Companys Reorganization Plan effective July 2, 2004. All directors serve until
the next annual meeting of the stockholders or until their respective
successors are duly elected and qualified, or until their earlier death or
removal from office. On October 1, 2004, the Company sold 5,000 shares of its Series A
Preferred Stock to a private investor pursuant to that certain Securities
Purchase Agreement, October 1, 2004. The holder of a majority of the Series A
Preferred Stock has the right to appoint one representative to the Companys
Board of Directors and is entitled to designate one observer to the meetings of
the Companys Board of Directors and committees but has not yet exercised such
rights. Audit Committee. The Board of Directors of the Company maintains a
separately standing Audit Committee, composed of Messrs. Quinn, Petzold and
Honeycutt. Messrs. Quinn, Honeycutt and Petzold each qualify as independent,
as required by Rule 4200(a)(15) of the National Association of Securities
Dealers listing standards. The Audit Committee, with the assistance of the
Companys independent accountants, determines the adequacy of internal controls
and other financial reporting matters, and reviews and recommends to the Board
of Directors for approval all published financial statements. Pursuant to the
Reorganization Plan, Messrs. Stupka and Beverley resigned as directors and
Audit Committee members effective July 2, 2004. Audit Committee Financial Expert. The Companys Board of Directors has
determined that Matthew Petzold and Gerry Quinn, each a member of the audit
committee of the Companys Board of Directors, qualify as an audit committee
financial expert under the Sarbanes-Oxley Act of 2002 and the rules of the
Securities and Exchange Commission. Messrs. Quinn and Petzold also qualify as
independent, as required by Rule 4200(a)(15) of the National Association of
Securities Dealers listing standards. Code of Ethics for Chief Executive Officer and Senior Financial Officers.
The Companys Board of Directors, on November 7, 2003, adopted a Code of Ethics
that applies to the Companys principal executive officer, 1




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principal financial officer, principal accounting officer or controller,
or persons performing similar functions. See Exhibit 14.1 filed in connection
to this Annual Report on Form 10-K/A. No
Changes in Procedures to Nominate Directors. There have been no
material changes to the procedures by which the Companys stockholders may
recommend nominees to the Companys Board of Directors. Remote Dynamics Directors and Executive Officers Directors DENNIS R. CASEY  Director since July 13, 2004, President, Chief Executive
Officer and Director (Principal Executive Officer) since January 30, 2004. Mr. Casey, age 69, currently serves and has served as President and Chief
Executive Officer of the Company since January 30, 2004. On February 2, 2004,
the Company and two of its wholly-owned subsidiaries, Caren (292) Limited and
Minorplanet Systems USA Limited filed voluntary petitions for relief under
Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy
Court for the Northern District of Texas  Dallas Division (Bankruptcy
Court), in order to facilitate the restructuring of their debt, trade
liabilities, and other obligations. On June 29, 2004, the Bankruptcy Court
confirmed the Companys Reorganization Plan and the Company emerged from
bankruptcy effective July 2, 2004. Mr. Casey is also the founder and Chief
Executive Officer of BaseCom Construction Inc., a private communications
company, providing cable television, broadband internet access and
telecommunications management to US Army lodging facilities serving in such
role since 1997. Mr. Casey served for 24 years in various positions at GTE
Corporation starting as a Staff Engineer in 1957 and ultimately serving as Vice
President of Marketing for GTE Corporate Telephone Operations and for GTE
Automatic Electric from 1976 to 1979. From 1980 through 1988, Mr. Casey served
as Chief Executive Officer and Chairman of the Board of Telesphere
International, a long distance reseller. Mr. Casey earned a Bachelor of
Science degree in Finance New York University STEPHEN CUUNJIENG  Director since July 13, 2004 and Director of Strategic
Finance since January 30, 2004. Mr. CuUnjieng, age 45, has served as Director of Strategic Finance for the
Company since January 30, 2004. Mr. CuUnjieng also currently serves as
President and Chief Operating Officer of HFS Capital LLC. Prior to that, Mr.
CuUnjieng served as Managing Director at Merrill Lynch from 1996 to 2000 where
he was head of power and energy investment banking for Asia and investment
banking country head for the Philippines. From 1994 to 1996, Mr. CuUnjieng
served as a Director at Salomon Brothers. In 1993, Mr. CuUnjieng was a Director
with Morgan Grenfell Asia. From 1990 to 1993, Mr. CuUnjieng served as Managing
Director for the investment banking division of Morgan Grenfell, PCI Capital
Corporation in the Philippines. Mr. CuUnjieng has a Masters in Business
Administration from the Wharton School of Business of the University of
Pennsylvania and a law degree (with honors) from Ateneo School of Law in the
Philippines. Mr. CuUnjieng holds a NASD Series 7 license as well as a Series 63
License. THOMAS HONEYCUTT  Director since July 29, 2004. Mr. Honeycutt, Commander, U.S.N., ret., age 50, has served as Group Vice
President of Resource Consultants, Inc. since 1997 responsible for three
Divisions which provide supply chain and logistics consulting support to the
U.S. Department of Defense including supervision of the Should Cost analysis
supporting weapon systems acquisitions for the Army, Navy, Air Force and
Defense Logistics Agency, the administration of the Integrated Undersea
Surveillance Systems Logistic Support Center for the U.S. Navy submarine
program and the U.S. Navys Pollution Prevention and HAZMAT Minimization
contracts. Prior to this position, Mr. Honeycutt.has held numerous positions
with the United States Navy including serving as Deputy Director for Contracts,
Tactical Aircraft and Cruise Missile Departments, Naval Air Systems Command
from 1993 through 1996 supervising 12 teams responsible for planning,
negotiating and administering contracts in excess of $22 billion for all
tactical aircraft weapons systems procured by the U.S. Naval Air Systems
Command. Mr. Honeycutt then served as Deputy Director, Integrated Weapons
Support Team, Naval Control Point from 1996 through 1997 directing 13 business
units in logistics planning for a 415,000 line item inventory valued at $17.6
billion in support of worldwide U.S. Navy aircraft and air launched cruise
missile systems. 2




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MATTHEW PETZOLD  Director since August 6, 2004. Mr. Petzold, age 39, has served as Chief Financial Officer of Verestar,
Inc., a $250 million satellite services provider, since 2001 directing the
Finance, Legal and Human Resource Departments. Verestar, Inc. filed a
voluntary petition for relief under Chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the Southern District of New
York on December 12, 2003. Verestar, Inc. currently remains in possession of
its assets and operating as debtor-in-possession under the jurisdiction of
the Bankruptcy Court. From 2000 through 2001, Mr. Petzold served as the Chief
Financial Officer of MediaCenters, Inc, a metro communications provider. Mr.
Petzold served as Chief Financial Officer of UUNET from 1998 through 2000, the
worlds largest internet service provider with annual sales in excess of $4
billion supervising a finance staff in excess of 300 persons with operations in
29 countries on five continents. From 1995 through 1998, Mr. Petzold served as
Controller for UUNET. Mr. Petzold earned a B.A. in Management/Accounting from
Gettysburg College and is a Certified Public Accountant (Maryland). GREGG PRITCHARD  Director since July 2, 2004. Mr. Pritchard, age 53, has served as bankruptcy trustee/interim CEO for
over 18 years including serving as Trustee for the D.I.C. Creditors Trust from
April 2004 to present, AMRESCO Liquidating Trust from August, 2002 to present
and Amre Liquidating Trust from July 1997 through December 2000. Mr. Pritchard
has also served as a financial consultant providing services to various public
and private companies including Beal Capital Markets, Inc. in the Adelphia
Business Solutions bankruptcy case and Sunrise Capital Partners in the American
Pad and Paper LLC bankruptcy case. Mr. Pritchard earned his B.S. degree from
Abilene Christian University in 1974. GERRY C. QUINN  Director since June 22, 1995. Mr. Quinn, age 55, served as President of The Eighteen Wheeler Corporation
and The F.B.R. Eighteen Corporation, both of which were affiliates of Remote
Dynamics, from April 1992 until February 1994. Mr. Quinn has served as
President of The Erin Mills Investment Corporation, since July 1989, a venture
capital and investment company and stockholder of Remote Dynamics since
September 1989. Prior to joining Erin Mills, Mr. Quinn served as a senior
officer in Magna International Inc. and Barrincorp, both publicly traded
companies, and he served as a partner in the public accounting firm of Ernst &
Young. Currently, Mr. Quinn is also a director of MotorVac Technologies, Inc. Executive Officers Except as disclosed under Employment Agreements below, all officers
serve until their successors are duly elected and qualified or their earlier
death, disability or removal from office. DAVID H. BAGLEY  Senior Vice President of Networks & Engineering. Mr. Bagley, age 50, joined Remote Dynamics in October 1992 as Director of
Field Services and has since held several senior management positions which
utilized his 27 years of telecommunications experience prior to assuming his
current role of Senior Vice President Network & Engineering in September of
2004. On February 2, 2004, the Company and two of its wholly-owned
subsidiaries, Caren (292) Limited and Minorplanet Systems USA Limited filed
voluntary petitions for relief under Chapter 11 of the United States Bankruptcy
Code in the Bankruptcy Court, in order to facilitate the restructuring of their
debt, trade liabilities, and other obligations. On June 29, 2004, the
Bankruptcy Court confirmed the Companys Reorganization Plan and the Company
emerged from bankruptcy effective July 2, 2004. Before joining Remote
Dynamics, Mr. Bagley served as Vice President, South Central Division at
Comstock Communications from 1987 to 1992. From 1973 to 1987, Mr. Bagley held
various operational and technical management positions at Southwestern Bell
Telecom, United Technologies Communications Company and General Dynamics
Communications Company. J. RAYMOND BILBAO  Senior Vice President, General Counsel and Secretary. Mr. Bilbao, age 38, was initially employed by Remote Dynamics in June 1997
as Associate General Counsel. He served in that position until February 1999,
when he was promoted to General Counsel and Secretary. Mr. Bilbao assumed his
current role of Senior Vice President, General Counsel and Secretary in June of
2001 being primarily responsible for all legal and human resources matters. On
February 2, 2004, the Company and two of its wholly-owned subsidiaries, Caren
(292) Limited and Minorplanet Systems USA Limited filed voluntary petitions for
relief under Chapter 11 of the United States Bankruptcy Code in the Bankruptcy
Court, in order to facilitate the restructuring of their debt, trade
liabilities, and other obligations. On June 29, 2004, the Bankruptcy Court
confirmed 3




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the Companys Reorganization Plan and the Company emerged from bankruptcy
effective July 2, 2004. From September 1996 to June 1997, Mr. Bilbao was a
Senior Associate Attorney at Neligan & Averch, LLP, a Dallas-based law firm,
where he represented technology clients in corporate and litigation matters.
From September 1995 to September 1996, Mr. Bilbao was employed by Value-Added
Communications, Inc., a Dallas-based telecommunications company, last serving
as its Vice President and General Counsel. Mr. Bilbao also previously served
as an associate attorney at the law firms of Haney & Tickner, P.C. and Renfro,
Mack & Hudman, P.C. In 1992, Mr. Bilbao earned his Juris Doctor degree from St.
Marys University in San Antonio, Texas, where he served as a writer for the
St. Marys Law Journal. Mr. Bilbao is licensed to practice law in Texas and is
admitted to practice before the United States District Court for the Northern
District of Texas. DENNIS R. CASEY  President, Chief Executive Officer and Director
(Principal Executive Officer). See above. ROBERT GRAY  Chief Accounting Officer. Mr. Gray, age 39, joined Remote Dynamics in November 2001 as Director of
Accounting and Controller, where he managed all accounting and related
financial operations, and served in that position until June 2003 when he was
promoted to Chief Accounting Officer. On February 2, 2004, the Company and two
of its wholly-owned subsidiaries, Caren (292) Limited and Minorplanet Systems
USA Limited filed voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code in the Bankruptcy Court, in order to facilitate the
restructuring of their debt, trade liabilities, and other obligations. On June
29, 2004, the Bankruptcy Court confirmed the Companys Reorganization Plan and
the Company emerged from bankruptcy effective July 2, 2004. Previously, Mr.
Gray served as Director of Finance for Winfirst, a broadband telecommunications
company, from June through October 2001. Mr. Gray was employed by Akili Systems
Group, a Dallas-based systems integration company, where he served as
Controller from 1998 to 2001. He also served in several accounting positions
with AT&T Wireless Services including Assistant Controller for the southwest
region from 1996 to 1998. Prior to his employment at AT&T Wireless Services,
Mr. Gray practiced public accounting for KPMG Peat Marwick serving as a staff
auditor. Mr. Gray earned a Bachelor of Business Administration in Accounting
at Southern Methodist University and is a Certified Public Accountant. ROBERT J. LAMBERT, JR.  Vice President of Information Technology. Mr. Lambert, age 46, was originally employed by Remote Dynamics as
Director of Information Systems in September 1997. Mr. Lambert transitioned
into the role of Director of Revenue Assurance and Billing, using his 20 years
of information systems and operations experience to successfully manage the
billing and collection operations for Remote Dynamics entire customer base
prior to assuming his current role as Vice President of Information Technology.
On February 2, 2004, the Company and two of its wholly-owned subsidiaries,
Caren (292) Limited and Minorplanet Systems USA Limited filed voluntary
petitions for relief under Chapter 11 of the United States Bankruptcy Code in
the Bankruptcy Court, in order to facilitate the restructuring of their debt,
trade liabilities, and other obligations. On June 29, 2004, the Bankruptcy
Court confirmed the Companys Reorganization Plan and the Company emerged from
bankruptcy effective July 2, 2004. From 1995 to 1997, Mr. Lambert served as
Director of Retail Operations for CellStar, where he was responsible for the
financial and operational focus of the $100+ million organization. From 1986
to 1995, he was employed at KPMG Peat Marwick as a Senior Consulting Manager. JOSEPH W. POLLARD  Senior Vice President- Sales & Marketing. Mr. Pollard, age 48, was employed by Remote Dynamics as Senior Vice
President  Sales and Marketing on July 26, 2004. Mr. Pollard has spent 25
years in the computer technology field working with various start-up companies.
From 2002 to 2004, Mr. Pollard served as Chief Executive Officer of Permeo
Technologies, a privately held software security firm focused on solving the
security issues for remote user access in global 1000 companies. Prior to
Permeo, Mr. Pollard held positions of Executive Vice President and Vice
President of worldwide sales for Metasolv Software, Inc., during his tenure
from February 1997 to May 2002. MetaSolv Software designs and develops
Operational Support Systems (OSS) for the telecommunications industry. From
July 1992 to February 1997, Mr. Pollard held Director level sales position for
both International and North American geographies for Tivoli Systems, a
provider of systems management software. Prior to Tivoli Mr. Pollard held
various sales positions for Visual Information Technologies, a provider of
commercial image processing systems and Apollo Computers, a manufacturer of
Unix based workstations, and Digital Equipment Corporation. Mr. Pollard
graduated from the University of Memphis with a B.S. degree in Engineering
Technology. 4




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W. MICHAEL SMITH  Executive Vice President, Chief Operating Officer,
Chief Financial Officer and Treasurer (Principal Accounting and Principal
Financial Officer). Mr. Smith, age 39, originally joined Remote Dynamics in November 1998 as
Executive Vice President, Chief Financial Officer and Treasurer serving in such
position until June 2003 when he was promoted to Chief Operating Officer
retaining his Executive Vice President and Treasurer responsibilities but
relinquishing his Chief Financial Officer responsibilities. On January 30,
2004, Mr. Smith reassumed his role as Chief Financial Officer as well as
retaining his positions as Executive Vice President, Chief Operating Officer
and Treasurer. On February 2, 2004, the Company and two of its wholly-owned
subsidiaries, Caren (292) Limited and Minorplanet Systems USA Limited filed
voluntary petitions for relief under Chapter 11 of the United States Bankruptcy
Code in the Bankruptcy Court, in order to facilitate the restructuring of their
debt, trade liabilities, and other obligations. On June 29, 2004, the
Bankruptcy Court confirmed the Companys Reorganization Plan which was
effective July 2, 2004. Previously, Mr. Smith served as Vice President of
Finance and Chief Financial Officer for TPN, Inc., a provider of digital
satellite programming from 1997 to 1998. Mr. Smith was employed by AT&T
Wireless Services from 1994 to 1997, where he served as Director of Financial
Planning and Control from 1994 to 1996 and as Director of Finance and
Controller from 1996 to 1997. Prior to his employment at AT&T Wireless, Mr.
Smith practiced public accounting for Arthur Anderson & Co., last serving as a
financial consultant and audit manager primarily representing high technology
clients. Mr. Smith earned a Masters in Accounting at the University of North
Texas and is a Certified Public Accountant. There are no family relationships among the directors and executive
officers of Remote Dynamics. Indemnification of Directors and Officers Remote Dynamics indemnifies each person who is or was a director, officer,
employee or agent of Remote Dynamics, or serves at Remote Dynamics request as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses, judgments, fines
and amounts incurred in that capacity. Remote Dynamics will indemnify only for actions taken:  
    
    in good faith in a manner the indemnified person reasonably
believed to be in or not opposed to the best interests of Remote
Dynamics; or
    
    with respect to criminal proceedings, not unlawful. Remote Dynamics will also advance to the indemnified person payments
incurred in defending a proceeding to which indemnification might apply
provided the recipient agrees to repay all such advanced amounts if it is
ultimately determined that such person is not entitled to be indemnified.
Remote Dynamics bylaws specifically provide that the indemnification rights
granted thereunder are nonexclusive. In accordance with Remote Dynamics
bylaws, Remote Dynamics has purchased insurance on behalf of its directors and
officers in amounts it believes to be reasonable. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934 requires Remote
Dynamics directors and executive officers, and persons who own more than ten
percent of a registered class of Remote Dynamics equity securities to file
with the SEC initial statements of beneficial ownership of securities and
subsequent changes in beneficial ownership. Remote Dynamics officers,
directors and greater-than-ten-percent stockholders are required by the SECs
regulations to furnish Remote Dynamics with copies of all Section 16(a) forms
they file. To Remote Dynamics knowledge, based solely on a review of the copies of
such reports furnished to Remote Dynamics and written representations that no
Form 5 reports were required, all of its officers, directors and beneficial
owners of more than ten percent of the Companys common stock, the only class
of securities registered under the Exchange Act, timely complied with all
Section 16(a) filing requirements applicable to them during the fiscal year
ended August 31, 2004. 5




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ITEM 11. EXECUTIVE COMPENSATION Compensation of Directors Standard Arrangements.The board of directors has the authority to fix
the compensation of directors. Remote Dynamics bylaws provide that directors
may be reimbursed for reasonable expenses for their services to Remote
Dynamics, and may be paid either a fixed sum for attendance at each board of
directors meeting or a stated annual director fee. Remote Dynamics also
reimburses its directors for travel expenses. In addition, Remote Dynamics
provides its non-employee directors with a standard annual directors fee of
$30,000 paid monthly and prorated for partial year service with the exception
of Mr. Beverley whose annual directors fee was set at $60,000. On June 22, 1998, Remote Dynamics granted John Stupka non-qualified
options to purchase 760 shares of common stock at an exercise price of $2.50
per share (not adjusted for December 3, 2003 1-for-5 reverse stock split).
These options were not granted under Remote Dynamics 1994 stock option plan,
and therefore, unlike options granted under the 1994 stock option plan, such
options were not registered under the Securities Act of 1933, as amended. On
January 31, 2003, Minorplanet granted John Stupka nonqualified options to
purchase 100,000 shares of common stock at an exercise price of $0.80 per share
(not adjusted for December 3, 2003 1-for-5 reverse stock split). On January 31,
2003, Minorplanet granted Gerry Quinn nonqualified options to purchase 100,000
shares of common stock at an exercise price of $0.80 per share (not adjusted
for December 3, 2003 1-for-5 reverse stock split). On January 31, 2003,
Minorplanet granted Michael Beverley nonqualified options to purchase 200,000
shares of common stock at an exercise price of $0.80 per share (not adjusted
for December 3, 2003 1-for-5 reverse stock split). All options granted to
Messrs. Quinn, Stupka and Beverley on January 31, 2003 were extinguished
pursuant to the Company Reorganization Plan effective July 2, 2004. 6




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Compensation of Certain Executive Officers Summary Compensation Table The following is a table describing compensation awarded, paid to or
earned, for the last two full fiscal years, the eight month transition period
beginning January 1, 2002 and ended August 31, 2002 and the fiscal year ended
December 31, 2001, by Remote Dynamics to: (a) our President and Chief Executive
Officer and (b) four other four most highly compensated executive officers
during fiscal year ended August 31, 2004. Some of the persons named below are
employed by Remote Dynamics under an employment agreement. Those agreements
are described on pages 8-11. Long TermCompensationAnnualCompensation
    
    AwardsSecuritiesOther Annual
    
    UnderlyingName and
    
    
    
    
    
    Salary
    
    Bonus
    
    Compensation
    
    Options/Principal Position
    
    Year
    
    (Dollars)
    
    (Dollars)
    
    (Dollars)
    
    SARs (shares)Dennis R. Casey (2)
    
    
    2004
    
    
    
    121,311
    
    
    
    25,000
    
    
    
    73,500
    (3)
    
    
    President and Chief Executive Officer
    
    
    2003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    for Remote Dynamics (Principal
    
    
    2002
    *
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Executive Officer)
    
    
    2001
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    W. Michael Smith
    
    
    2004
    
    
    
    182,107
    
    
    
    
    
    
    
    49,000
    (4)
    
    
    Executive Vice President, Chief
    
    
    2003
    
    
    
    178,600
    
    
    
    
    
    
    
    
    
    
    
    Operating Officer and Treasurer for
    
    
    2002
    *
    
    
    119,066
    
    
    
    
    
    
    
    
    
    
    
    Remote Dynamics (Principal
    
    
    2001
    
    
    
    170,100
    
    
    
    39,800
    
    
    
    
    
    
    
    485,120
    (1)Accounting and Financial Officer)J. Raymond Bilbao
    
    
    2004
    
    
    
    182,019
    
    
    
    
    
    
    
    49,000
    (5)
    
    
    Senior Vice President, General
    
    
    2003
    
    
    
    178,500
    
    
    
    
    
    
    
    
    
    
    
    Counsel and Secretary for Remote
    
    
    2002
    *
    
    
    119,000
    
    
    
    
    
    
    
    
    
    
    
    Dynamics
    
    
    2001
    
    
    
    163,377
    
    
    
    40,200
    
    
    
    
    
    
    
    495,840
    (1)Robert Lambert
    
    
    2004
    
    
    
    138,364
    
    
    
    
    
    
    
    
    
    
    
    Vice President Information
    
    
    2003
    
    
    
    134,334
    
    
    
    
    
    
    
    
    
    
    
    Technology for Remote Dynamics
    
    
    2002
    *
    
    
    87,800
    
    
    
    10,865
    
    
    
    
    
    
    
    2001
    
    
    
    127,000
    
    
    
    16,519
    
    
    
    
    
    
    
    21,000
    (1)David Bagley
    
    
    2004
    
    
    
    128,800
    
    
    
    
    
    
    
    
    
    
    
    Senior Vice President, Networks &
    
    
    2003
    
    
    
    128,800
    
    
    
    
    
    
    
    
    
    
    
    Engineering for Remote Dynamics
    
    
    2002
    *
    
    
    85,066
    
    
    
    20,000
    
    
    
    
    
    
    
    2001
    
    
    
    115,000
    
    
    
    15,077
    
    
    
    
    
    
    
    21,000
    (1)
  *
    
    For the Eight Month Transition Period beginning January 1, 2002 and
ended August 31, 2002.(1)
    
    These stock options were cancelled as per the Companys
Reorganization Plan effective July 2, 2004.(2)
    
    Mr. Casey became the Companys President and Chief Executive
Officer effective January 30, 2004.(3)
    
    As of August 31, 2004, Mr. Casey held 150,000 shares of
restricted stock with a value of $157,500. The restricted stock
vests pursuant to the achievement of certain performance objectives.
As of August 31, 2004, none of the 150,000 restricted shares were
vested. Pursuant to the 2004 Restated Management Incentive Plan (the
Incentive Plan), if cash dividends are paid by the Company on
shares of Common Stock, the Company shall credit to a bookkeeping
account in the name of the Mr. Casey the amount of cash dividends
payable on his shares of restricted stock. Mr. Caseys dividend
account associated with his or her shares of Restricted Stock shall
become vested and payable in cash on the date his shares of
restricted stock vest. See the Incentive Plan for additional details
regarding the vesting requirements. 7




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##### Table of Contents



(4)
    
    As of August 31, 2004, Mr. Smith held 100,000 shares of
restricted stock with a value of $105,000. The restricted stock
vests pursuant to the achievement of certain performance objectives.
As of August 31, 2004, none of the 100,000 restricted shares were
vested. Pursuant to the Incentive Plan, if cash dividends are paid
by the Company on shares of Common Stock, the Company shall credit
to a bookkeeping account in the name of the Mr. Smith the amount of
cash dividends payable on his shares of restricted stock. Mr.
Smiths dividend account associated with his shares of restricted
stock shall become vested and payable in cash on the date his shares
of restricted stock vest. See the Incentive Plan for additional
details regarding the vesting requirement.(5)
    
    As of August 31, 2004, Mr. Bilbao held 100,000 shares of
restricted stock with a value of $105,000. The restricted stock
vests pursuant to the achievement of certain performance objectives.
As of August 31, 2004, none of the 100,000 restricted shares were
vested. Pursuant to the Incentive Plan, if cash dividends are paid
by the Company on shares of Common Stock, the Company shall credit
to a bookkeeping account in the name of the Mr. Bilbao the amount of
cash dividends payable on his shares of restricted stock. Mr.
Bilbaos dividend account associated with his shares of restricted
stock shall become vested and payable in cash on the date his shares
of restricted stock vest. See the Incentive Plan for additional
details regarding the vesting requirements. 2004 Restated Management Incentive Plan Pursuant to the Companys Reorganization Plan, the Company implemented the
2004 Restated Management Incentive Plan (Restricted Stock Plan). Grants made
pursuant to the Restricted Stock Plan vest as follows:  
    
    One third (1/3) of the restricted shares granted vest upon
the execution by the Company of an agreement with the member
companies of SBC Communications, Inc. for the retrofit of SBCs
fleet of service vehicles at the substantially similar volumes and
profit margins as set forth in the May 20, 2004 Report to the
Official Unsecured Creditors Committee;
    
    One third (1/3) of the restricted shares granted vest upon
the completion by the Company of three (3) consecutive fiscal
quarters in which the Company achieved positive EBIDTA on or before
January 2, 2007; and
    
    One third (1/3) of the restricted shares granted vest upon
the completion by the Company of four (4) consecutive fiscal
quarters in which the Company achieved net income on or before July
2, 2007. The Companys Board of Directors and its Compensation Committee intend to
further the interests of the Companys stockholders by tying a substantial
portion of executive compensation to the market value of its common stock.
Toward this end, the Company has designed its 2004 Restated Management
Incentive Plan to support its ability to attract and retain qualified
management and other personnel necessary for its success and progress. Savings Plan. The Company has a 401(k) Retirement Investment
Profit-Sharing Plan that covers all of its employees once they become eligible
to participate. As permitted under the 401(k) Plan, employees may contribute
up to 20% of their pre-tax earnings. The maximum amount of contributions by any
employee each year is $13,000, the maximum amount permitted under the Internal
Revenue Code of 1986, as amended. The Company matches 50% of an employees
contribution to the 401(k) Plan up to 6% of pre-tax earnings for a total
potential matching contribution of 3% of the employees pre-tax earnings. Employment Agreements The Company has current employment agreements with each of the following officers:  
    
    David Bagley; 8




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##### Table of Contents




    
    Dennis R. Casey;
    
    J. Raymond Bilbao;
    
    Joseph W. Pollard; and
    
    W. Michael Smith. The terms of these employment agreements generally provide that such
executive officer is eligible to participate in the incentive bonus plan for
executive officers. In addition, the employment agreements prohibit the
executive officers from competing with the Company during the term of their
employment and for twelve months after their employment is terminated. Upon the termination of executive offices employment under the employment
agreement prior to the expiration of the initial two year term for any reason,
such executive officer shall be entitled to:  
    
    the salary earned by the executive officer before the
effective date of termination hereof (including salary payable
during any applicable notice period), prorated on the basis of the
number of full days of service rendered by the executive officer
during the salary payment period to the effective date of
termination;
    
    any accrued, but unpaid, vacation benefits;
    
    the percentage of bonus compensation earned by the executive
officer prior to the effective date of the termination based upon
targets achieved prior to the effective date of termination;
    
    any previously authorized but unreimbursed business expenses; In the event of a termination for a reason other than cause by the Company
or termination for Good Reason (as defined below) by the executive officer
within six (6) months prior to or within two (2) years subsequent to a Change
in Control (as defined below), in addition to the compensation and benefits the
employment agreement provides upon a termination for any reason, the Company
shall provide the executive officer with:  
    
    a cash payment equal to twelve months of base salary for the executive officer;
    
    continued medical insurance benefits at the Companys expense for a period of twelve months;
    
    acceleration of vesting of restricted stock grants.  
    
    Specifically, in the event that (i) the Company
terminates the employment relationship with the executive
officer for a reason other than cause or due to the executive
officers death (other than by suicide) or permanent
disability; or (ii) the executive officer terminates his
employment relationship with the Company for Good Reason
following a Change in Control, then in addition to any other
compensation and benefits due to the executive officer under
the employment agreement, all restricted shares previously
vested at the time of termination shall be retained by the
executive officer, and fifty percent (50%) of the restricted shares not yet vested at the time of termination shall vest as
of the date of termination; provided that, if it is no longer
possible to earn such unvested restricted shares, then the
executive officer shall not be entitled to receive fifty
percent (50%) of the restricted shares that are no longer
possible to become vested. Following expiration of the initial two (2) year term, the severance
payments due to the executive officer upon termination for a reason other than
cause by the Company or termination for Good Reason by the executive officer is
reduced by 1/12 for every two (2) months of employment subsequent to the
expiration of the initial two (2) year term; provided, however, that under no
circumstances shall the severance payment be reduced below six (6) months of
base salary. The employment agreements define Good Reason as:  
    
    the reduction of the employees job title, position or
responsibilities without the executive officers prior written
consent; 9




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##### Table of Contents




    
    the change of the location where the executive officer is
based to a location which is more than fifty (50) miles from his
present location without the executive officers prior written
consent; or
    
    the reduction of the executive officers annual salary and
bonus by more than 10% from the sum of the higher rate of the
executive officers actual annual salary and bonus in effect within
two years immediately preceding the Change of Control. The employment agreements define Change in Control as:  
    
    the subsequent acquisition by any person or group of 35% or
more of the Companys securities;
    
    during any two year period, the members of the Board of
Directors at the beginning of the period cease to constitute a
majority of the Board of Directors unless the election or nomination
of new directors by the stockholders was approved by 2/3 of
directors still in office who were either directors at the beginning
of the period or whose election or nomination for election was
previously so approved;
    
    a merger of the Company; other than a merger in which the
stockholders of the Company maintain more than 80% of the voting
control in the surviving entity or a merger effected as part of a
recapitalization of the Company in which no person acquires more
than 35% of the voting securities then outstanding; and/or
    
    the approval by the stockholders of the complete liquidation
of the Company or the sale of substantially all of the assets of the
Company. The following paragraphs present additional details of the individual
employment agreements with each officer. Dennis R. Casey. The agreement with Mr. Casey provides for Mr. Caseys
employment as President and Chief Executive Officer of Remote Dynamics for an
initial two year term which expires on July 2, 2006. The agreement continues
on a month-to-month basis until terminated by either party on written notice.
Under the terms of the agreement, Mr. Casey is paid an annual base salary of
$225,000 and is eligible for an annual discretionary bonus of 50% of his base
salary pursuant to the incentive bonus plan of executive officers. The
agreement also provided Mr. Casey with a grant of 150,000 shares of restricted
stock governed by the Companys Restricted Stock Plan. W. Michael Smith. The agreement with Mr. Smith provides for Mr. Smiths
employment as Executive Vice President, Chief Operating Officer, Chief
Financial Officer and Treasurer of Remote Dynamics for an initial two year term
which expires on July 2, 2006. The agreement continues on a month-to-month
basis until terminated by either party on written notice. Under the terms of
the agreement, Mr. Smith is paid an annual base salary of $200,000 and is
eligible for an annual discretionary bonus of 50% of his base salary pursuant
to the incentive bonus plan of executive officers. The agreement also provided
Mr. Smith with a grant of 100,000 shares of restricted stock governed by the
Companys Restricted Stock Plan. J. Raymond Bilbao.The agreement with Mr. Bilbao provides for Mr. Bilbaos
employment as Senior Vice President, General Counsel and Secretary of Remote
Dynamics for an initial two year term which expires on July 2, 2006. The
agreement continues on a month-to-month basis until terminated by either party
on written notice. Under the terms of the agreement, Mr. Bilbao is paid an
annual base salary of $200,000 and is eligible for an annual discretionary
bonus of 50% of his base salary pursuant to the incentive bonus plan of
executive officers. The agreement also provided Mr. Bilbao with a grant of
100,000 shares of restricted stock governed by the Companys Restricted Stock
Plan. Joseph W. Pollard.The agreement with Mr. Pollard provides for Mr.
Pollards employment as Senior Vice President  Sales and Marketing of Remote
Dynamics for an initial two year term which expires on July 26, 2006. The
agreement continues on a month-to-month basis until terminated by either party
on written notice. Under the terms of the agreement, Mr. Pollard is paid an
annual base salary of $200,000 and is eligible for an annual discretionary
bonus of 50% of his base salary pursuant to the incentive bonus plan of
executive officers. The 10




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##### Table of Contents



agreement also provided Mr. Pollard with a grant of 100,000 shares of
restricted stock governed by the Companys Restricted Stock Plan. David Bagley.The agreement with Mr. Bagley provides for Mr. Bagleys
employment as Senior Vice President  Networks and Engineering of Remote
Dynamics for an initial two year term which expires on September 17, 2006. The
agreement continues on a month-to-month basis until terminated by either party
on written notice. Under the terms of the agreement, Mr. Bagley is paid an
annual base salary of $141,700 and is eligible for an annual discretionary
bonus of 50% of his base salary pursuant to the incentive bonus plan of
executive officers. The agreement also provided Mr. Bagley with a grant of
75,000 shares of restricted stock governed by the Companys Restricted Stock
Plan. 11




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##### Table of Contents



COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION During the fiscal year ended August 31, 2004, the following Board members
served on the Companys Compensation Committee: Gerry Quinn, John Stupka,
Michael Beverley, Lloyd Miller and Greg Pritchard. Pursuant to the Companys
Reorganization Plan, Messrs. Stupka and Beverley resigned as Directors
effective July 2, 2004. Mr. Miller resigned as a Director
on July 29, 2004. None of the persons who served on the
Compensation Committee during the fiscal year ended August 31,
2004 were an officer or employee of, or former officer or employee of,
Remote Dynamics or are employees of any entity for which an executive
officer serves on the board of directors. During the fiscal year ended August 31, 2004, the Companys Compensation
Committee, reviewed and adjusted the salary structures of executive officers
subject to employment agreements and executive officers who were not subject to
employment agreements. Equity Compensation Plan and Other The following table summarizes information about the Companys equity
compensation plans at August 31, 2004: (c)Number of securities(a)
    
    (b)
    
    remaining available forNumber of securities to be
    
    Weighted average
    
    future issuance under equityissued upon exercise of
    
    exercise price of
    
    compensation plansoutstanding options,
    
    outstanding options,
    
    (excluding securitiesPlan Category
    
    warrants and rights
    
    warrants, and rights
    
    reflected in column (a))Equity compensation
plans approved by
security holders
    
    
    450,000
    
    
    $
    
    
    
    
    175,000Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    450,000
    
    
    
    
    
    
    
    175,000
 On July 2, 2004, the Company granted 150,000 restricted shares of common
stock to Dennis R. Casey, the Companys President and Chief Executive Officer,
pursuant to the Remote Dynamics, Inc. Restated 2004 Management Incentive Plan.
On July 2, 2004, the Company granted 100,000 restricted shares of common stock
to J. Raymond Bilbao, the Companys Senior Vice President, General Counsel &
Secretary, pursuant to the Companys Restated 2004 Management Incentive Plan.
On July 2, 2004, the Company granted 100,000 restricted shares of common stock
to W. Michael Smith, the Companys Executive Vice President, Chief Operating
Officer, Chief Financial Officer and Treasurer, pursuant to the Companys
Restated 2004 Management Incentive Plan. On August 1, 2004, the Company granted 100,000 restricted shares of common
stock to Joseph W. Pollard, the Companys Senior Vice President  Sales &
Marketing, pursuant to the Companys Restated 2004 Management Incentive Plan. 12




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##### Table of Contents



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 The following table sets forth certain information, as of December 15,
2004, regarding beneficial ownership of our common stock and the percentage of
total voting power held by:  
    
    each stockholder who is known by us to own more than five
percent (5%) of our outstanding common stock;
    
    each director;
    
    each executive officer; and
    
    all directors and executive officers as a group. Unless otherwise noted, the persons named below have sole voting and
investment power with respect to such shares. Number of Shares ofCommon Stock
    
    Percent of ClassBeneficially
    
    BeneficiallyName of Holder
    
    Owned
    
    OwnedSuntron Corporation
    
    
    388,321
    
    
    
    6.0
    %2501 W. Grandview Rd.
Phoenix, AZ 85023Merced Partners
    
    
    625,558
    
    
    
    9.2
    %601 Carlson Parkway, #200
Minnetonka, MN 55305Minorplanet Systems PLC
    
    
    894,682
    
    
    
    13.1
    %Greenwich House
Sheepscar, Leeds LS4 2LE
United KingdomMackay Shields LLC
    
    
    663,374
    
    
    
    9.7
    %9 West 57th Street
New York, NY 10019OTA, L.L.C.
    
    
    563,400
    
    
    
    8.2
    %401 City Avenue, Suite 526
Bala Cynwyd, PA 19004Gerry C. Quinn (Director)
    
    
    0
    
    
    
    0Dennis R. Casey (Officer & Director) (1)
    
    
    150,000
    
    
    
    2.2
    %Thomas Honeycutt (Director) (2)
    
    
    19,241
    
    
    
    *Matthew Petzold (Director)
    
    
    0
    
    
    
    0Gregg Pritchard (Director)
    
    
    0
    
    
    
    0Stephen CuUnjieng (Director) (3)
    
    
    413,793
    
    
    
    5.7
    %David H. Bagley (Officer)
    
    
    75,000
    
    
    
    1.1
    %J. Raymond Bilbao (Officer) (1)
    
    
    100,000
    
    
    
    1.5
    %Robert Gray (Officer)
    
    
    24
    
    
    
    *Robert J. Lambert, Jr. (Officer)
    
    
    0
    
    
    
    0W. Michael Smith (Officer) (1)
    
    
    100,000
    
    
    
    1.5
    %Joseph W. Pollard (1)
    
    
    100,000
    
    
    
    1.5
    %All directors and officers as a group (12 persons) (4)
    
    
    958,058
    
    
    
    13.2
    %
   *
    
    Less than 1% 13




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##### Table of Contents



(1)
    
    These shares of common stock have been issued and registered in the name
of this individual but the transfer of such shares of common stock is
prohibited until certain performance objectives are achieved by the
individual.(2)
    
    This individual presently owns 2,000 shares and is deemed to beneficially
own an additional 17,241 shares issuable upon conversion of a convertible
promissory note issued by Remote Dynamics.(3)
    
    This individual does not actually own any shares but is deemed to
beneficially own an additional 413,793 shares issuable upon conversion of
a convertible promissory note issued by Remote Dynamics.(4)
    
    All directors and executive officers (12 persons) collectively own
527,024 shares of common stock and are deemed to beneficially own an
additional 431,034 shares issuable upon conversion of a convertible
promissory note issued by Remote Dynamics. 14




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##### Table of Contents



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS VMI License Amendment & Repurchase Option On October 6, 2003, Minorplanet Systems PLC (Minorplanet UK) transferred
42.1 percent of the Companys then outstanding common shares, beneficially
owned by Minorplanet UK to Erin Mills Investment Corporation (Erin Mills),
ending Minorplanet UKs majority ownership of the Companys common stock.
Immediately following the share transfer, Erin Mills beneficially owned 46
percent of the Companys outstanding common stock, while Minorplanet UK
retained 19.9 percent of the Companys outstanding common stock. In connection with the Minorplanet UK share transfer to Erin Mills, the
Company also obtained an option to repurchase from Erin Mills up to 3.9 million
shares of the Companys common stock at a price of $0.05 for every 1,000
shares, pursuant to that certain Stock Repurchase Option Agreement between the
Company and Erin Mills dated August 15, 2003. Gerry Quinn, the president of
Erin Mills, currently serves on the Companys Board of Directors. In addition, concurrently with these transactions, the Company reached the
following agreements with Minorplanet UK:  
    
    Minorplanet UK irrevocably waived the approval rights, including
the right to appoint members to the Companys Board of Directors, as
such rights were provided for in that certain Stock Purchase and
Exchange Agreement dated February 14, 2001 and the Companys second
amended and restated bylaws;
    
    Minorplanet UK waived $1.8 million of accrued executive consulting
fees that it had previously billed to the Company.
    
    The exclusive License and Distribution Agreement, which grants to
the Companys United Kingdom-based subsidiary a 99-year, royalty-free,
exclusive right and license to market, sell and commercially exploit
the VMI technology in the United States, Canada and Mexico, was amended
to grant Minorplanet UK, or its designee, the right to market and sell
the VMI technology, on a non-exclusive basis, in the Northeast region
of the United States. The Company retained the right to market and sell
the VMI technology under the Minorplanet name and logo in this
Northeast region.
    
    Minorplanet UK obtained anti-dilution rights from the Company,
under which it had the right to subscribe for and to purchase at the
same price per share as the offering or private sale, that number of shares necessary to maintain the lesser of (i) the percentage holdings
of the Companys stock on the date of subscription or (ii) 19.9 percent
of the Companys issued and outstanding common stock. On July 1, 2004, prior to the extinguishment of the Companys existing
common stock in accordance with the Reorganization Plan, the Company
repurchased the 3.9 million shares (not adjusted for December 3, 2003 1-for-5
reverse stock split) of common stock from Erin Mills for a nominal sum.
Following such repurchase and the July 2, 2004 Effective Date, Erin Mills owned
62,334 shares the Companys common stock or less than 1% of the Companys
outstanding common shares. VMI License Settlement On June 14, 2004, the Bankruptcy Court approved a settlement agreement
with Minorplanet Limited, Minorplanet UK and the Company regarding the license
agreement for the VMI technology which allows the Company to use, market and
sell the VMI technology until December 31, 2004. The material terms of this
settlement agreement include the following:  
    
    On June 30, 2004, the VMI license agreement converted to a
nonexclusive license until December 31, 2004, at which time it
terminates; 15




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##### Table of Contents




    
    From the period beginning June 30, 2004 through December 31,
2004, the territory in which the Company may market, sell and use
the VMI system was reduced to the following metropolitan areas: Los
Angeles, California; Atlanta, Georgia; Dallas, Texas and Houston,
Texas;
    
    As of July 31, 2004, the Company is no longer permitted to
use the name, Minorplanet;
    
    The Company was required to provide Minorplanet Limited, at
no cost, 100 VMI units with T-Mobile special tariff SIM cards;
    
    Subsequent to December 31, 2004, the Company has the right to
use the VMI software internally only for the sole purpose of
satisfying its warranty, service and support obligations to its
existing VMI customer base; and
    
    Minorplanet Limited was allowed a general unsecured claim of
$1,000,000, and it released and waived its administrative claim and
waived any future research and development fees due under the VMI
license agreement. As part of the settlement, the Company also provided to Minorplanet
Limited and Minorplanet UK a general release of any and all claims which could
have been asserted against either of them. Following the July 2, 2004 Effective
Date, Minorplanet UK owned 894,682 shares of the Companys common stock or
approximately 13 percent of the Companys outstanding common stock. Exit Financing On June 24, 2004, the Company entered into a Second Amended Letter
Agreement (the Letter Agreement) with HFS Minorplanet Funding LLC and other
accredited investors which it represents (HFS), subject to bankruptcy court
approval, for the provision of $1.575 million in exit financing to the Company
in accordance with the Committee Settlement. On June 29, 2004, the Bankruptcy
Court entered an order approving an exit credit facility to be provided by HFS
to the Company in the amount of $1.575 million (the Exit Financing). On June
29, 2004, the Company and HFS closed on the Exit Financing. Upon funding, the
Company agreed to issue a $1.575 million convertible promissory note to HFS
with the principal balance being due 36 months from the date of funding, with
an annual interest rate of 12 percent. HFS was required to provide the funding
within 21 days of the June 29, 2004 closing On July 20, 2004, the Company amended the Exit Financing by entering into
and consummating a Third Amended Letter Agreement (the Third Amended
Agreement) with HFS increasing the amount of the financing from $1.575 million
to $2.0 million issuing a $2.0 million convertible promissory note to HFS with
the principal balance being due 36 months from the date of funding, with an
annual interest rate of 12 percent (the Note). Upon issuance of the Note,
HFS provided the $2 million funding to the Company less a commission in the
amount of $80,000 representing four percent (4%) of the loan proceeds. Pursuant to the Third Amended Agreement, HFS, may at any time demand
repayment of such portion of the accrued interest and unpaid principal on the
Note in such number of shares of common stock, based upon a fixed conversion
price of $2.90 per share of common stock, if converted in year 1 of the
repayment of the Note or a fixed conversion price of $3.08 per share of common
stock if converted subsequent to year 1 of the repayment of the Note, whose
aggregate value equals the amount of accrued interest and principal being
repaid. Pursuant to the Third Amended Agreement, the Companys Board of Directors
must execute any documents or instruments or pass any corporate resolutions
necessary to appoint to the Board of Directors of the Company one additional
director designated by HFS (Additional Designee) unless such appointment
would cause the Company to violate the independent director requirements, based
on the written advice of legal counsel, as set forth in the rules and
regulations of the NASDAQ Stock Exchange, the Sarbanes-Oxley Act of 2002 (the
SOX) and the rules and regulations promulgated by the Securities and Exchange
Commission pursuant to the SOX. This Additional Designee shall serve on the
Companys Board of Directors until the Note is repaid in cash or repaid by
conversion to common stock. Accordingly, Stephen CuUnjieng, the President of HFS, was appointed to the
Companys Board of Directors effective July 13, 2004 as the Additional Designee
pursuant to the Letter Agreement. Mr. CuUnjieng has been employed by the
Company as Director of Strategic Finance since January 30, 2004, immediately
prior to the 16




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filing of the bankruptcy, to assist the Company with further fund raising.
Mr. CuUnjieng is a controlling partner in HFS. Mr. CuUnjieng is deemed to
beneficially own 431,034 shares of common stock issuable upon conversion of the
HFS convertible promissory note. Stock Repurchase On July 29, 2004, the Company entered into and closed a stock repurchase
letter agreement with Lloyd Miller, a director on the Companys Board of
Directors, and certain affiliates of Lloyd Miller (the Miller Shareholder
Group) to purchase from the Miller Shareholder Group 929,948 shares of common
stock at a purchase price of $2.00 per share or $1,859,896. A Special
Committee of the Companys Board of Directors composed of three directors with
no personal interest in the repurchase transaction considered, negotiated and
approved the repurchase transaction. Contemporaneous with the closing of the
stock repurchase, Lloyd Miller, Alan Howe and Mair Faibish resigned from the
Board of Directors of the Company. The treasury stock is reflected at cost on
the Companys Consolidated Balance Sheet at August 31, 2004. 
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES On March 15, 2004, the Audit Committee of the Companys Board of Directors
approved the engagement of BDO Seidman LLP (BDO) to serve as the Companys
principal independent public accountant to audit the Companys financial
statements for the fiscal year ended August 31, 2004. Prior to March 15, 2004,
the Companys principal independent public accountant was Delloite & Touche
LLP. Audit fees billed by the Companys principal independent public
accountant for services rendered for the audit of the Companys annual
financial statements and review of the Companys quarterly financial statements
included in Form 10-Q for the last two fiscal years are presented below.
Audit-related fees, tax fees, and other fees for services billed by the
Companys principal independent public accountant during each of the last two
fiscal years are also presented in the following table: Fiscal Year Ended August 31,2004
    
    2003Audit fees
    
    $
    163,474
    
    
    $
    176,682Audit-related fees (a)
    
    
    10,400
    
    
    
    Tax fees (b)
    
    
    10,000
    
    
    
    All other fees (c)
    
    
    16,700
    
    
    
    91,150
 (a) Audit-related fees primarily include research services to
validate certain accounting policies of the Company. (b) Tax fees include costs for the preparation of the Companys
corporate income tax return. (c) Other fees include billings for services provided for the audit
of financial statements filed in the United Kingdom by the Companys 100%
owned subsidiary, Minorplanet Systems USA Limited, which was merged into
the Company and ceased to exist as a separate entity as of the July 2,
2004 effective date of the Companys Reorganization Plan. In accordance with the Audit Committee Charter of the Audit Committee of
the Company (Charter), all audit and non-audit services to be provided by the
Companys principal accountant relating to the audit of the Companys financial
statements must be pre-approved by the Companys Audit Committee. The Charter
further provides that if the services to be rendered by the Companys principal
accountant are services other than audit, review or attest services, the
pre-approval requirement is waived if: (a) the aggregate amount of all such
services
provided by the principal accountant constitutes no more than five percent
(5%) of the total amount of revenues paid by the Company to its principal
accountant during the fiscal year in which the services are provided; and (b)
such services were not recognized by the Company at the time of the engagement
to be non-audit services; and (c) such 17




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services are promptly brought to the
attention of the Audit Committee and approved prior to the completion of the
audit by the Audit Committee or by one or more members of the Audit Committee
who are members of the Board of Directors to whom authority to grant such
approvals has been delegated by the Audit Committee. All the services provided
by the Companys principal accountant during the fiscal year ended August 31,
2004 were pre-approved by the Audit Committee. 18




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##### 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. December 22, 2004REMOTE DYNAMICS, INC.By:
    /s/ Dennis R. CaseyDennis R. CaseyPresident and Chief Executive Officer(Principal Executive Officer)
 19




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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
    
    December 22, 2004(Principal Executive Officer)Dennis R. Casey/s/W. Michael Smith
    
    Executive Vice President, Chief
    
    December 22, 2004Operating Officer, Chief FinancialW. Michael Smith
    
    Officer, and Treasurer (Principal
Financial andAccounting Officer)/s/Gregg Pritchard
    
    Director
    
    December 22, 2004Gregg Pritchard/s/Gerry C. Quinn
    
    Director
    
    December 22, 2004Gerry C. Quinn/s/Thomas Honeycutt
    
    Director
    
    December 22, 2004Thomas Honeycutt/s/Stephen CuUnjieng
    
    Director
    
    December 22, 2004Stephen CuUnjieng/s/Matthew Petzold
    
    Director
    
    December 22, 2004Matthew Petzold
 20




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##### Table of Contents



INDEX TO EXHIBITS EXHIBITNUMBER
    
    
    
    TITLE2.1
    
    -
    
    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)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)




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EXHIBITNUMBER
    
    
    
    TITLE10.11
    
    -
    
    Agreement No. 980427-03, dated January 31, 2002 between SBC Ameritech,
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)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)21.1
    
    -
    
    Subsidiaries of Registrant (26)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) (27)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) (27)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)
(27)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




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##### Table of Contents



EXHIBITNUMBER
    
    
    
    TITLEVice President, Chief Operating Officer, Chief Financial
Officer and Treasurer (Principal Financial and Accounting Officer) (27)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)
   1.
    
    Filed in connection with the Companys
Registration Statement on Form S-1, as amended (No. 33-91486),
effective June 22, 1995.2.
    
    Filed in connection with the Companys Annual
Report on Form 10-K for the fiscal year ended December 31,
1995.3.
    
    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, 1995.4.
    
    Filed in connection with the Companys Form 10-Q
Quarterly Report for the quarterly period ended September 30,
1998.5.
    
    Filed in connection with the Companys Form 10-K
fiscal year ended December 31, 1998.6.
    
    Filed in connection with the Companys Form 10-Q
Quarterly Report for the quarterly period ended March 31,
1999.7.
    
    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,
1999.8.
    
    Filed in connection with the Companys Form 10-Q
Quarterly Report for the quarterly period ended June 30, 1999.9.
    
    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.
    
    Certain confidential portions deleted pursuant to
Order Granting Application for Confidential Treatment issued
December 5, 2000 in connection with the Companys Form 10 Q
Quarterly Report for the quarterly period ended June 30, 2000.12.
    
    Filed in connection with the Companys Form 10-Q
Quarterly Report for the quarterly period ended June 30, 2000.13.
    
    Filed in connection with Companys Current Report
on Form 8-K filed with SEC on June 29, 2001.14.
    
    Filed as Appendix A to the Companys Definitive
Proxy Statement on Schedule 14A filed with the SEC on May 11,
2001.15.
    
    Filed in connection with the Companys Current
Report on Form 8-K filed with the SEC on March 27, 2002.
Certain confidential portions deleted pursuant to Order
Granting Application for Confidential Treatment issued in
connection with the Companys Current Report on Form 8-K filed
with the SEC on March 27, 2002.16.
    
    Filed in connection with the Companys Form 10-Q
Quarterly Report for the quarterly period ended March 31,
2002.17.
    
    Certain confidential portions deleted pursuant to
Order Granting Application for Confidential Treatment issued
in connection with the Companys Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2002.18.
    
    Filed in connection with the Companys Form 10-Q
Quarterly Report for the quarterly period ended November 30,
2002.19.
    
    Filed in connection with the Companys Current
Report on Form 8-K filed with the SEC on August 27, 2003.20.
    
    Filed in connection with Companys Form 10-K
Annual Report for the year ended August 31, 2003.21.
    
    Filed in connection with the Companys Form 10-Q
Quarterly Report for the quarterly period ended February 29,
2004.




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##### Table of Contents



22.
    
    Filed in connection with Companys Current Report
on Form 8-K with SEC on June 23, 2004.23.
    
    Filed in connection with the Companys Form 10-Q
Quarterly Report for the quarterly period ended May 31, 2004.24.
    
    Filed in connection with the Companys Current
Report of Form 8-K with SEC on October 4, 2004.25.
    
    Filed in connection with the Companys Current
Report of Form 8-K with SEC on October 13, 200426.
    
    Filed in connection with the Companys Annual
Report on Form 10-K with SEC on November 18, 2004.27.
    
    Filed Herewith.