UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported):  February 29, 2008

 

ITERIS, INC.

(Exact name of registrant as specified in its charter)

 

 

1700 Carnegie Avenue, Suite 100, Santa Ana, California  92705

(Address of principal executive offices)  (Zip Code)

 

Registrant’s telephone number, including area code:  (949) 270-9400

 

Not Applicable

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

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o  Written communications pursuant to Rule 425 under the Securities Act

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 

Item 8.01.              Other Events

 

On February 29, 2008, Gregory C. McKhann, a Senior Vice President and General Manager of Iteris, Inc. (the “Company”), entered into a stock selling plan intended to qualify for the safe harbor under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Mr. McKhann has authorized the sale of up to an aggregate of 56,248 shares of the Company’s common stock under the plan, which shares will be sold depending on the price per share of the common stock.  Mr. McKhann has indicated that he did not have knowledge of any material nonpublic information about the Company when he adopted the plan.  All sales under the plan will be publicly disclosed under Rule 16a-3 of the Exchange Act.

 

SIGNATURE

 

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

 

Dated:  March 6, 2008

	ITERIS, INC.,
	a Delaware corporation
	By:	/S/ JAMES S. MIELE
			James S. Miele
			Chief Financial Officer

 

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