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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 10-K/A (Amendment No. 1)
 (Mark One) þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year ended December 31, 2004 or o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the transition period from ___________ to ___________ Commission File No. 0-22920 NUMEREX CORP. 
  Pennsylvania
    
    11-2948749(State or Other Jurisdiction of
Incorporation or Organization)
    
    (IRS Employer Identification No.)1600 Parkwood Circle
Suite 200
Atlanta, Georgia
    
    30339-2119(Address of principal executive offices)
    
    (Zip Code)
 Registrants Telephone Number, Including Area Code: (770) 693-5950 Securities Registered Pursuant to Section 12(b) of the Act: None Securities Registered Pursuant to Section 12(g) of the Act: Class A Common Stock, no par value(Title of Class)
 Indicate by check mark whether the Registrant (i) 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 (ii) has been
subject to such filing requirements for the past 90 days. Yes o     No þ 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 the 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 registration is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes o     No þ The aggregate market value of voting and non-voting stock held by non-affiliates of the Registrant
as of June 30, 2004 is $34,835,502.1 The number of shares outstanding of the issuers Class A Common Stock, no par value as of March 15,
2005: 10,850,041   1




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TABLE OF CONTENTS  PART IIISUMMARY COMPENSATION TABLEOPTION GRANTS IN FISCAL 2004AGGREGATED OPTION EXERCISES IN FISCAL 2004 AND DECEMBER 31, 2004 OPTIONS VALUESSECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERSPART IVSIGNATURESEXHIBIT INDEXEX-31.1 SECTION 302, CERTIFICATION OF THE CEOEX-31.2 SECTION 302, CERTIFICATION OF THE CFO    Table of Contents  EXPLANATORY NOTE: This Amendment No. 1 to the Form 10-K for the fiscal year ended December 31, 2004 reflects the
addition of the information required by Part III of Form 10-K, which was omitted in reliance on
General Instruction G(3) thereto, and certain other updated information. We have made no other
changes to the previously filed Form 10-K. Except as otherwise specifically noted, all information
in this Form 10-K/A is as of December 31, 2004 and does not reflect any subsequent information or
events. 2




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PART III Item 10. Directors and Executive Officers of the Registrant. Directors Set forth below is information regarding members of our Board of Directors, including
information furnished by them as to their principal occupation at present and for the last five
years, certain other directorships held by them, the year in which each became a director, and
their ages as of March 30, 2005: Name
    
    Age
    
    Position
    
    Director SinceBrian C. Beazer(l)(3)
    
    
    70
    
    
    Director
    
    
    2002George Benson(l)(2)
    
    
    70
    
    
    Director
    
    
    1995Nicholas A. Davidge
    
    
    51
    
    
    Director
    
    
    2004Matthew J. Flanigan(2)(3)
    
    
    59
    
    
    Director
    
    
    1994Allan H. Liu
    
    
    48
    
    
    Director
    
    
    2000Stratton J. Nicolaides
    
    
    51
    
    
    Chairman of the Board and
Chief Executive Officer
    
    
    1999John G. Raos(l)(2)(3)
    
    
    56
    
    
    Director
    
    
    2000Andrew J. Ryan
    
    
    46
    
    
    Director
    
    
    1996
  (1)
    Member of Audit Committee(2)
    Member of Compensation Committee(3)
    Member of Nominating Committee Brian C. Beazerhas served as a director of the Company since June 2002. Mr. Beazer is currently
the Non-Executive Chairman of the Board of Beazer Homes USA Inc., a national homebuilder
headquartered in Atlanta, Georgia, and has served as a director of Beazer Homes USA since its
inception in November 1993. Mr. Beazer formerly served as Chief Executive Officer of Beazer PLC, or
its predecessors, from 1968 to 1991, and as Chairman of that company, from 1983 to the date of its
acquisition by an indirect, wholly owned subsidiary of Hanson PLC (effective December 1, 1991). Mr.
Beazer is also a director of Beazer Japan, Ltd., Seal Mint, Ltd., Jade Technologies Singapore Pte.
Ltd., United Pacific Industries Limited and Jacuzzi Brands, Inc. George Bensonhas served as a director of the Company since June 1995. Since September 1992 Mr.
Benson as served as Chairman and Chief Executive Officer of Wisconsin Wireless Communications
Corporation. From September 1992 until July 13, 1999, Mr. Benson also served as Chairman and Chief
Executive Officer of Airadigm Communications, Inc. Nicholas A. Davidgejoined as a director of the Company in August 2004. Mr. Davidge is a technology
consultant and private investor. He founded Davidge Data Systems Corp. and was CEO until 2003. Mr.
Davidge is a trustee and member of the executive committee of The Connecticut Historical Society
Museum in Hartford. He is also a director of Crushpad, Inc. and an advisory director to Milestone
Venture Partners of New York City. Matthew J. Flaniganhas served as a director of the Company since July 1994. Since April 1994, Mr.
Flanigan has been the President of the Telecommunication Industry Trade Association, a trade
association for telecommunication companies. Allan H. Liuhas served as a director of the Company since January 2000. Since 1997, Mr. Liu has
been the President and a member of the Board of Directors of The China Retail Fund, LDC, a direct
investment private equity fund sponsored by American International Group in conjunction with the
Ministry of Internal Trade of the Peoples Republic of China. Stratton J. Nicolaideshas served as Chief Executive Officer from April 2000, having served as
Chief Operating Officer from April 1999 until March 2000, and as Chairman of the Board since
December 1999. From July 1994 until April 1999, Mr. Nicolaides managed a closely held investment
partnership. 3




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John G. Raoshas served as a director of the Company since February 2000. Since early 2000 Mr. Raos
has been President and Chief Executive Officer of Precision Partners, Inc., a precision machining
company. From June 1995 until January 2000, Mr. Raos served as President and Chief Operating
Officer of US Industries, Inc. From February 1999 until January 2000, Mr. Raos also served as
Chairman and Chief Executive Officer of Strategic Industries, Inc., a US Industries subsidiary.
Prior to June 1995, Mr. Raos served as President and Chief Operating Officer of Hanson Industries,
Inc., the North American arm of Hanson PLC. Mr. Raos served as a director of Hanson PLC from 1990
until 1995. Andrew J. Ryanhas served as a director of the Company since May 1996. Mr. Ryan has practiced law
with the law firm of Salisbury & Ryan from August 1994 to present and serves as the Board of
Directors designee of Gwynedd Resources, Ltd. (Gwynedd). Agreements with Respect to the Board of Directors The Company has entered into an agreement providing Gwynedd the right to designate one
director to the Board of Directors. Additionally, in the event the Board consists of more than
seven directors, Gwynedd, at its option, may designate one additional director. Any designees
appointment will be subject to the exercise by the Board of Directors of its fiduciary duties and
the approval of the Companys shareholders upon the expiration of any appointed term at the next
annual meeting of shareholders. Gwynedds right to designate directors will cease at such time as
Gwynedds equity interest in the Company drops below 10% of the outstanding shares of Common Stock.
Mr. Ryan currently serves as Gwynedds designee. Audit Committee As indicated above, the Companys Board of Directors has a designated Audit Committee. The
current members of the Audit Committee are Mr. Beazer, Mr. Benson, and Mr. Raos. The Board of
Directors has determined that Mr. Raos is an audit committee financial expert as defined in rules
and regulations of the Securities and Exchange Commission (SEC). Section 16(a) Beneficial Ownership Reporting Compliance Under Section 16(a) of the Exchange Act, the Companys directors and officers and persons who
are the beneficial owners of more than 10% of the outstanding Common Stock are required to report
their beneficial ownership of Common Stock and any changes in that ownership to the SEC. Specific
due dates for these reports have been established, and the Company is required to report any
failure to file by such dates during fiscal 2004. The Company believes that its directors and
officers and beneficial owners of more than 10% of the Common Stock have satisfied the filing
requirements for fiscal 2004. Code of Ethics The Company adopted a Code of Ethics and Business Conduct, as defined in applicable SEC and
NASD rules, that applies to the Companys directors, officers and employees, including the
Companys chief executive officer and chief financial officer (our principal executive officer and
principal financial and accounting officer) on May 4, 2004. The Code of Ethics is available on the
Companys website at www.nmrx.com. 4




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Item 11. Executive Compensation. 
 SUMMARY COMPENSATION TABLE The following summary compensation table sets forth all cash compensation paid to the Companys
Chief Executive Officer and senior executives of the Company during the Companys fiscals 2004,
2003, and 2002. Annual Compensation
    
    
    Long Term Comp.Fiscal
    
    
    Annual
    
    
    
    
    
    
    Other Annual
    
    
    Options
    
    
    All OtherYear
    
    
    Salary
    
    
    Bonus
    
    
    Comp
    
    
    Granted
    
    
    Comp.Stratton Nicolaides
    
    
    2004
    
    
    $
    220,000
    
    
    $
    
    
    
    $
    17,386
    
    
    
    
    
    
    $
    17,0501Chairman and
    
    
    2003
    
    
    
    222,292
    
    
    
    
    
    
    
    2,400
    
    
    
    155,000
    
    
    
    19,6201Chief Executive Officer
    
    
    2002
    
    
    
    275,000
    
    
    
    
    
    
    
    2,882
    
    
    
    
    
    
    
    21,3711Michael A. Marett
    
    
    2004
    
    
    $
    204,930
    
    
    $
    
    
    
    $
    2,875
    
    
    
    50,000
    
    
    $
    Executive Vice President
    
    
    2003
    
    
    
    189,875
    
    
    
    8,953
    
    
    
    3,740
    
    
    
    21,000
    
    
    
    2002
    
    
    
    197,500
    
    
    
    
    
    
    
    12,500
    
    
    
    
    
    
    
    36,129Alan B. Catherall (3)
    
    
    2004
    
    
    $
    185,000
    
    
    $
    15,000
    
    
    $
    
    
    
    
    25,000
    
    
    $Executive Vice President
    
    
    2003
    
    
    
    98,513
    
    
    
    6,000
    
    
    
    
    
    
    
    75,000
    
    
    
    and Chief Financial Officer
  (1)
    Reflects accommodation allowances, specifically, full-time accommodations in Atlanta,
Georgia for Mr. Nicolaides who is a resident of the State of Florida.(2)
    Reflects relocation expenses reimbursement.(3)
    Mr. Catherall joined the Company in June 2003; therefore, the Annual Salary for 2003
represents a partial year. 5




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The following table sets forth certain information concerning stock options granted under the 1999
Plan during fiscal 2004 to the executive officers of the Company named in the Summary Compensation
Table. 
 OPTION GRANTS IN FISCAL 2004 Individual Grants (1) Number of
    
    
    Percent ofSecurities
    
    
    TotalUnderlying
    
    
    OptionsOptions
    
    
    Granted to
    
    
    
    
    
    
    
    
    
    
    Grand DateGranted
    
    
    Employees in
    
    
    Exercise
    
    
    Expiration
    
    
    Present ValueName
    
    (1)
    
    
    Fiscal Year
    
    
    Price
    
    
    Date
    
    
    (2)Stratton Nicolaides
    
    
    0
    
    
    
    0
    %President And
Chief Executive OfficerAlan B. Catherall
    
    
    25,000
    
    
    
    5
    %
    
    $
    4.00
    
    
    November 9, 2014
    
    $
    53,000Executive Vice President
And Chief Financial OfficerMichael A. Marett
    
    
    25,000
    
    
    
    5
    %
    
    $
    4.59
    
    
    June 30, 2014
    
    $
    58,750Executive Vice President
    
    
    25,000
    
    
    
    5
    %
    
    $
    4.00
    
    
    November 9, 2014
    
    $
    53,000
  (1)
    Generally, options become exercisable at cumulative annual rates of 25%, commencing one year
from the date of grant, and expire ten years from the date of grant. Notwithstanding the foregoing,
options are fully exercisable in the event of a change of control of the Company. Options generally
will terminate three months after the date employment terminates with the Company or a subsidiary.
During such three-month period, options may be exercised only for the number of shares eligible to
be exercised on the date employment terminates.(2)
    The Grant Date Present Value on the date of grant was estimated using the Black-Scholes
options pricing model with the following weighted average assumptions: no dividend yield; expected
volatility of 77%; risk-free interest rate of 3.69%; and an expected option life of 4.2 years. The following table sets forth certain information concerning the number of unexercised options and
the value of unexercised options at the end of fiscal 2004 held by the executive officers of the
Company named in the Summary Compensation Table. No options were exercised by such executive
officers in fiscal 2004. 
 AGGREGATED OPTION EXERCISES IN FISCAL 2004
AND DECEMBER 31, 2004 OPTIONS VALUES Number of Securities Underlying
    
    
    Value of Unexercised In-the-MoneyUnexercised Options at December 31, 2004
    
    
    Options at December 31, 20041Name
    
    Exercisable
    
    
    Unexercisable
    
    
    Exercisable
    
    
    UnexercisableStratton Nicolaides
    
    
    176,250
    
    
    
    128,750
    
    
    $
    103,263
    
    
    $
    309,788Alan B. Catherall
    
    
    18,750
    
    
    
    81,250
    
    
    $
    34,875
    
    
    $
    122,125Michael A. Marett
    
    
    42,750
    
    
    
    78,250
    
    
    $
    10,028
    
    
    $
    50,333
  1
    On December 31, 2004 the fair market value of one share of Common Stock was $4.70. 6




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Director Compensation Each director of the Company who is not also an employee of the Company or a Gwynedd-designated
director receives an annual fee of $12,000 and a fee of $250 for each meeting (except telephonic
meetings, in which case the fee is $125) of the Board of Directors or a committee thereof attended,
plus reimbursement of expenses incurred in attending meetings. No additional fee is paid for
committee meetings held the same day as Board of Directors meetings. In addition, under the Numerex
Corp. Directors Stock Plan (the 2001 Plan), in lieu of cash compensation, each director may
elect to have their annual fees payable either (i) 50% in cash and 50% in shares of Common Stock,
or (ii) 100% in shares of Common Stock. Under the Companys Non-Employee Director Stock Option Plan (the Director Plan) and 1999
Long-Term Incentive Plan (the 1999 Plan), each director who is not also an employee of the
Company or a Gwynedd-designated director automatically is granted annual options covering 4,000
shares of Common Stock. On each anniversary of the initial option granted thereunder, such person
shall be granted an option to purchase 4,000 shares of the Common Stock. 7




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Item 12. Security Ownership of Certain Beneficial Owners and Management. 
 SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS The following table sets forth certain information regarding the beneficial ownership of the
Companys Common Stock as of March 28, 2005, by (i) each person known by the Company to be the
beneficial owner of more than five percent of the Common Stock, (ii) each director of the Company,
(iii) each executive officer of the Company named in the Summary Compensation Table which follows,
and (iv) all current directors and executive officers of the Company as a group. Except as
otherwise indicated below, the beneficial owners of the Common Stock listed below have sole
investment and voting power with respect to such shares. Name of Beneficial OwnerOr Identity of Group
    
    Shares Beneficially Owned(1)(2)Number
    
    
    PercentGwynedd Resources, Ltd.(3)
    
    
    3,139,730
    
    
    
    23.7
    %200 West Ninth Street
Suite 102
Wilmington, DE 19801Elizabeth Baxavanis, Trustee(4)
    
    
    3,139,730
    
    
    
    23.7
    %Dominion Holdings #5
Revocable Trust for the
Benefit of Maria E. Nicolaides
200 West Ninth Street
Suite 102
Wilmington, DE 19801Maria E. Nicolaides(5)
    
    
    3,139,730
    
    
    
    23.7
    %C/o Salisbury & Ryan LLP
1325 Avenue of the Americas
New York, NY 10019Douglas Holsclaw, MD(6)
    
    
    752,382
    
    
    
    5.7
    %42 Llanberries Road
Bala Cynwyd, PA 19004Kenneth F. Manser
    
    
    711,658
    
    
    
    5.4
    %21 Keswick Close
Dunstable, Bedfordshire LU6-3AW
United KingdomBrian C. Beazer
    
    
    11,414
    
    
    
    *George Benson
    
    
    62,000
    
    
    
    *Alan B. Catherall
    
    
    18,750
    
    
    
    *Nicholas A. Davidge
    
    
    2,197
    
    
    
    *Matthew J. Flanigan
    
    
    33,700
    
    
    
    *Allan H. Liu
    
    
    13,000
    
    
    
    *Michael A. Marett
    
    
    57,250
    
    
    
    *Stratton J. Nicolaides(7)
    
    
    231,000
    
    
    
    1.7
    %John G. Raos
    
    
    67,189
    
    
    
    *Andrew J. Ryan(8)
    
    
    33,000
    
    
    
    *All Current Directors and Executive
Officers as a group (10 persons)
    
    
    529,500
    
    
    
    4.0
    %
   *
    
    Less than 1% 8




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(1)
    
    The shares beneficially owned by an individual are determined in
accordance with the definition of beneficial ownership set forth in
the regulations of the Securities and Exchange Commission.
Accordingly, they may include shares owned by or for, among other
things, the wife, minor children or certain other relatives of such
individual, as well as other shares as to which the individual has or
shares voting or investment power or has the right to acquire within
60 days after March 28, 2005.(2)
    
    Includes shares subject to options in the following amounts: Mr.
Beazer, 1,000 shares; Mr. Benson, 52,000 shares; Mr. Catherall, 18,750
shares; Mr. Flanigan, 28,700 shares; Mr. Liu, 13,000 shares; Mr.
Marett, 54,250 shares; Mr. Nicolaides, 215,000 shares; and Mr. Raos,
11,000 shares.(3)
    
    The shareholders of Gwynedd include various trusts for the benefit of
Maria E. Nicolaides and her children (for which Mrs. Baxavanis is
trustee) and Dr. Holsclaw. See footnotes (4), (5), (6) and (8).(4)
    
    Represents the shares of Common Stock owned by Gwynedd. Trusts for the
benefit of Maria E. Nicolaides and her children, of which Mrs.
Baxavanis, Maria E. Nicolaides mother-in-law, is trustee, own
approximately 89.8% and 0.9%, respectively, of the outstanding stock
of Gwynedd. Mrs. Baxavanis disclaims beneficial ownership of all
shares of Common Stock owned by Gwynedd. See footnote (5) below.(5)
    
    Represents the shares of Common Stock owned by Gwynedd. Trusts for the
benefit of Maria E. Nicolaides and her children, of which Mrs.
Baxavanis, Maria E. Nicolaides mother-in-law, is trustee, own
approximately 89.8% and 0.9%, respectively, of the outstanding stock
of Gwynedd. Maria E. Nicolaides disclaims beneficial ownership of
320,252 shares of Common Stock owned by Gwynedd that may be deemed to
be beneficially owned by the other shareholders of Gwynedd, including
trusts for the benefit of her children. See footnote (4) above.(6)
    
    Does not include any shares of Common Stock owned by Gwynedd. Dr.
Holsclaw is the owner of approximately 9.3% of the outstanding stock
of Gwynedd.(7)
    
    Mr. Nicolaides disclaims beneficial ownership of the 3,139,730 shares
of Common Stock owned by Gwynedd.(8)
    
    Mr. Ryan disclaims beneficial ownership of the 3,139,730 shares of
Common Stock owned by Gwynedd. Also excludes 150,000 shares subject to
options granted to Salisbury & Ryan LLP, a law firm of which Mr. Ryan
is a partner. Mr. Ryans address is: Salisbury & Ryan LLP, 1325 Avenue
of the Americas, New York, NY 10019-6026 Item 13. Certain Relationships and Related Transactions. Andrew J. Ryan, one of our directors, is a partner in the law firm of Salisbury & Ryan LLP.
Salisbury & Ryan LLP provided legal services to the Company in fiscal 2004 and will continue to
provide such services during fiscal 2005. During fiscal 2004, Salisbury & Ryan LLP charged the
Company legal fees of approximately $104,000.00. Item 14. Principal Accounting Fees and Services During fiscal 2004 and fiscal 2003, Grant Thornton LLP, our independent accountants, provided
services to the Company in the following categories and amounts: Audit and Other Fees:
    
    
    2004
    
    
    2003
    
    
    Description of service performedAudit Fees
    
    $
    227,441
    
    
    $
    166,694Tax Services
    
    $
    0
    
    
    $
    85,033
    
    
    For tax return preparation services
 9




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PART IV Item 15. Exhibits, Financial Statement Schedules (a)(3) Exhibits 31.1
    
    Rule 13a-14(a) Certification of Chief Executive Officer31.2
    
    Rule 13a-14(a) Certification of Chief Financial Officer
 10




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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this Amendment to its Annual Report on Form 10-K to be signed
on its behalf by the undersigned, thereunto duly authorized. NUMEREX CORP.Date: May 11, 2005
    
    By:
    
    /s/ Stratton J. NicolaidesStratton J. Nicolaides, Chairman and
Chief Executive Officer
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EXHIBIT INDEX ExhibitNo.
    
    Description31.1
    
    Rule 13a-14(a) Certification of Chief Executive Officer, filed herewith.31.2
    
    Rule 13a-14(a) Certification of Chief Financial Officer, filed herewith.
 12