UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )
Iteris Holdings, Inc
(formerly known as Odetics Inc.)
(Name of Issuer)
Common Stock
(Title of Class of Securities)
46564M102
(CUSIP Number)
with a copy to:
Austin W. Marxe Allen B. Levithan, Esq.
153 East 53rd Street Lowenstein Sandler PC
New York, New York 10022 65 Livingston Avenue
Roseland, New Jersey
07068
(973) 597-2424
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 31, 2004
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. ?
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See sections
240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be ?filed? for the purpose of Section 18 of the Securities
Exchange Act of 1934 (?Act?) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
Cusip No. 46564M102
1. Names of Reporting Persons. I.R.S. Identification Nos. of
above persons (entities only):
Austin W. Marxe and David M. Greenhouse
2. Check the Appropriate Box if a Member of a Group (See
Instructions):
(a) [ ] Not Applicable
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions): 00
5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e):
Not Applicable
6. Citizenship or Place of Organization: United States
Number of 7. Sole Voting Power: 0*
Shares Beneficially 8. Shared Voting Power:
4,930,253*
Owned by
Each Reporting 9. Sole Dispositive Power: 0*
Person With 10. Shared Dispositive Power:
4,930,253*
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 4,930,253 *
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
(See Instructions): Not Applicable
13. Percent of Class Represented by Amount in Row (11): 21.9% *
14. Type of Reporting Person (See Instructions): IA, IN
* This is a joint filing by Austin W. Marxe (?Marxe?) and David M.
Greenhouse (?Greenhouse?). Marxe and Greenhouse share sole voting and
investment power over 632,853 shares of Common Stock and 208,300
Warrants owned by Special Situations Cayman Fund, L.P., 2,120,250 shares
of Common Stock and 708,350 Warrants owned by Special Situations Fund
III, L.P., and 927,150 shares of Common Stock and 333,350 Warrants owned
by Special Situations Private Equity Fund, L.P., See Items 2 and 5 of
this Schedule 13D for additional information.
Item 1. Security and Issuer.
This schedule related to the common stock and warrants of
Iteris Holdings, Inc. (the ?Issuer?). The Issuer?s principal executive
officers are located at 1515 South Manchester Avenue, Anaheim, CA 92802.
Item 2. Identity and Background.
The persons filing this report are Austin W. Marxe (?Marxe?) and
David M. Greenhouse (?Greenhouse?), who are the controlling principals
of AWM Investment Company, Inc. (?AWM?), the general partner of and
investment adviser to Special Situations Cayman Fund, L.P. (?Cayman?).
AWM also serves as the general partner of MGP Advisers Limited
Partnership (?MGP?), the general partner of and investment adviser to
Special Situations Fund III, L.P. (?SSF3?). Marxe and Greenhouse are
also members of MG Advisers L.L.C. (?MG?), the general partner of and
investment adviser to Special Situations Private Equity Fund, L.P.
(?SSPE?). (SSF3, Cayman and SSPE will hereafter be referred to as, the
?Funds?).
The principal office and business address of the Reporting Persons, is
153 East 53rd Street, 55th Floor, New York NY 10022.
The principal business of each Fund is to invest in equity and equity-
related securities and other securities of any kind or nature.
Mr. Marxe and Mr. Greenhouse have never been convicted in
any criminal proceeding (excluding traffic violations or similar
misdemeanors), nor have either of them been a party to any civil
proceeding commenced before a judicial or administrative body of
competent jurisdiction as a result of which he was or is now subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws. Mr.
Marxe and Mr. Greenhouse are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Each Fund utilized its own available net assets to purchase
the securities referred to in this Schedule.
Item 4. Purpose of Transaction.
The securities referred to in this Schedule have been
acquired by each of the Funds for investment purposes and not with the
purpose or effect of changing or influencing control of the Issuer.
Each Fund acquired the securities in the ordinary course of business and
is holding the securities for the benefit of its investors.
Item 5. Interest in Securities of the Issuer.
Cayman owns 632,853 shares of Common Stock and 208,300
Warrants, or 3.9% of the shares outstanding, SSF3 owns 2,120,250 shares
of Common Stock and 708,350 Warrants, or 12.9% of the shares outstanding
and SSPE owns 927,150 shares of Common Stock and 333,350 Warrants, or
5.8% of the outstanding shares. Messrs. Marxe and Greenhouse share the
power to vote and direct the disposition of all shares of Common Stock
owned by each of, the Funds. Messrs. Marxe and Greenhouse are deemed to
beneficially own a total of 3,680,253 shares of Common Stock and
1,250,000 Warrants or 21.9% of the outstanding shares.
The following table reflects the acquisitions and
dispositions by each of the Funds during the sixty days preceding the
date of the event that requires the filing of this statement (each of
which were effected in ordinary brokers transactions):
A. Special Situations Cayman Fund, L.P.
Date
Quantity
Average Price
(Purchases)
During March 2004
From warrants
208,300
$1.35
Exercise price
Date
Quantity
Average Price
(Sales)
During February 2004
10,000
$3.48
During March 2004
58,000
$3.49
During March 2004
(exercised wts)
208,300 wts
B. Special Situations Private Equity Fund, L.P.
Date
Quantity
Average Price
(Purchases)
During March 2004
From warrants
333,350
$1.35
Exercise price
Date
Quantity
Average Price
(Sales)
During February 2004
13,300
$3.48
During March 2004
84,000
$3.49
During March 2004
(exercised wts)
333,350 wts
C. Special Situations Fund III, L.P.
Date
Quantity
Average Price
(Purchases)
During March 2004
From warrants
708,350
$1.35
Exercise price
Date
Quantity
Average Price
(Sales)
During February 2004
29,200
$3.48
During March 2004
188,500
$3.51
During March 2004
(exercised wts)
708,350 wts
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
No contracts, arrangements, understandings or similar
relationships exist with respect to the securities of the Company
between Messrs. Marxe and Greenhouse and any other individual or entity.
Item 7. Material to be Filed as Exhibits.
Joint Filing Agreement.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
April 8, 2004
/s/_Austin W. Marxe
Austin W. Marxe
/s/_David M. Greenhouse
David M. Greenhouse
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
JOINT FILING AGREEMENT
Austin W. Marxe and David M. Greenhouse hereby agree that the
Schedule 13D to which this agreement is attached is filed on behalf of
each of them.
/s/_Austin W. Marxe
Austin W. Marxe
/s/_David M. Greenhouse
David M. Greenhouse
-5-
S5313/1
04/08/04 1278889.03
-2-
S5313/1
1278889.03