SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. __)*
Iteris, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
46564T107
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(CUSIP Number)
May 5, 2005
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(Date of Event which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
Page 1 of 4
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* 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).
SCHEDULE 13G
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CUSIP No. 46564T107 Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lloyd I. Miller, III 279-42-7925
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
1,032,151
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NUMBER OF 6 SHARED VOTING POWER
SHARES 545,831
BENEFICIALLY ---------------------------------------------
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 1,032,151
REPORTING ---------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER
WITH 545,831
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,577,982
* The shares reported herein consist of (i) 16,375 shares of common
stock; (ii) $5,180,000.00 face amount of 6% Convertible Debentures due
May 18, 2009 convertible into common stock with a conversion price of
$3.61 per share and (iii) 126,704 warrants to purchase common stock at
an exercise price of either $3.86 per share or $4.03 per share.
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%
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12 TYPE OF REPORTING PERSON
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IN-IA-OO**
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
** See Item 4.
Item 1(a). Name of Issuer: Iteris, Inc.
Item 1(b). Address of Issuers's Principal Executive Offices:
1515 South Manchester Avenue
Anaheim, California 92802
Item 2(a). Name of Person Filing: Lloyd I. Miller, III
Item 2(b). Address of Principal Business Office or, if None, Residence:
4550 Gordon Drive, Naples, Florida
34102
Item 2(c). Citizenship: U.S.A.
Item 2(d). Title of Class of Securities: Common Stock
Item 2(e). CUSIP Number: 46564T107
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b)
or (c), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable, this statement is filed pursuant to 13d-1(c)
Item 4. OWNERSHIP: The reporting person has shared dispositive and voting
power with respect to 545,831 shares of the reported securities as
an investment advisor to the trustee of certain family trusts. The
reporting person has sole dispositive and voting power with
respect to 1,032,151 of the reported securities as (i) a manager
of a limited liability company that is the general partner of
certain limited partnerships and (ii) as an individual. Of the
1,577,982 reported securities herein, such amount takes into
account the conversion into common stock of 6% Convertible
Debentures due May 18, 2009 issued by the Issuer pursuant to that
certain Debenture and Warrant Purchase Agreement dated May 19,
2004 (the "Debenture and Warrant Purchase Agreement") and certain
warrants to purchase common stock with an expiration date of May
18, 2009 issued pursuant to the Debenture and Warrant Purchase
Agreement. The reporting person beneficially owns (i)
$5,180,000.00 face amount of 6% Convertible Debentures due May 18,
2009 issued pursuant to the Debenture and Warrant Purchase
Agreement and (ii) rights to purchase 126,704 of the Issuer's
common stock pursuant to certain warrants that were issued in
connection with the Debenture and Warrant Purchase Agreement.
(a) 1,577,982
(b) 5.3%
(c) (i) sole voting power: 1,032,151
(ii) shared voting power: 545,831
(iii) sole dispositive power: 1,032,151
(iv) shared dispositive power: 545,831
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Persons other than Lloyd I. Miller III, have the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the reported securities.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not Applicable
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable
Item 9. NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
Item 10. CERTIFICATION:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
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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.
Dated: May 20, 2005 /s/ Lloyd I. Miller, III
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Lloyd I. Miller, III