~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

~~UNITED~~WASHINGTON ~~STATES SECURITIES~~D.C. ~~AND EXCHANGE COMMISSION~~20549

~~WASHINGTON~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~CURRENT~~Date ~~REPORT PURSUANT~~of TOReport ~~SECTION 13 OR 15~~(d)Date OFof ~~THE~~earliest ~~SECURITIES~~event ~~EXCHANGE~~reported): ~~ACT~~June 9, ~~OF 1934~~ 2011

~~Date~~RAE ofSystems ~~Report (Date of earliest event reported):~~Inc. ~~May 26, 2011~~

~~RAE~~(Exact ~~Systems~~name ~~Inc.~~ of registrant as specified in its charter)

Delaware (~~Exact~~State ~~name~~or other jurisdiction of ~~registrant~~incorporation) as001-31783 ~~specified~~(Commission inFile ~~its~~No.) ~~charter~~77-0280662 (I.R.S. Employer Identification No.)

~~Delaware~~3775 ~~(State~~North orFirst ~~other~~Street San ~~jurisdiction~~Jose, ofCalifornia ~~incorporation) 001~~95134 408-~~31783 (Commission File No.) 77~~952-~~0280662 (I.R.S. Employer Identification No.)~~8200

~~3775 North First Street San Jose, California 95134 408-952-8200~~ (Address and telephone number of registrant’s principal executive offices)

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 (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

oItem 5.07. ~~Soliciting~~Submissions ~~material~~of ~~pursuant~~Matters to ~~Rule 14a-12~~a ~~under~~Vote ~~the~~of ~~Exchange~~Security ~~Act (17 CFR 240.14a-12)~~Holders

o On ~~Pre-commencement~~June 9, ~~communications~~2011, ~~pursuant~~RAE toSystems ~~Rule 14d-2~~Inc. (bthe “Registrant”) ~~under~~held a special meeting of its stockholders (the ~~Exchange~~“Meeting”) ~~Act~~in order to consider and vote upon: (1) a proposal to approve and adopt the Agreement and Plan of Merger, dated January 18, 2011, as amended on April 3, 2011, May 17, ~~CFR~~2011, ~~240.14d-2~~May 20, 2011 and May 24, 2011 and as may be amended from time to time, by and among the Registrant, Ray Holding Corporation, and Ray Merger Sub Corporation (bthe “Merger Agreement”); and (2) a proposal to adjourn the Meeting, if necessary, to permit further solicitation of proxies to vote in favor of adoption of the Merger Agreement.

o At ~~Pre-commencement~~the ~~communications~~Meeting, ~~pursuant~~the toMerger ~~Rule 13e-4(c)~~Agreement ~~under~~was ~~the~~approved ~~Exchange~~and ~~Act~~adopted ~~(17~~based ~~CFR~~on ~~240.13e-4(c))~~the following vote:

TABLE OF CONTENTS

Shares

Shares for

Against

Abstaining

Approval and Adoption of Merger Agreement

45,593,959

1,702,034

175,177

~~Item~~ Since ~~1.01~~the ~~Entry~~Merger ~~into~~Agreement awas ~~Material~~approved ~~Definitive~~and ~~Agreement.~~adopted, ~~Item~~it ~~2.01~~was ~~Completion~~not ofnecessary ~~Acquisition~~to orconsider ~~Disposition~~the second ofproposal ~~Assets.~~to ~~Item~~adjourn ~~9.01~~the ~~Financial~~Meeting ~~Statements~~to ~~and~~permit ~~Exhibits~~further ~~SIGNATURE~~solicitation ~~EXHIBIT~~of ~~INDEX~~proxies ~~EXHIBIT~~to 10vote in favor of adoption of the Merger Agreement.24

~~Table of Contents~~SIGNATURE

~~Item~~Pursuant ~~1.01~~to ~~Entry~~the ~~into~~requirements aof ~~Material~~the ~~Definitive~~Securities ~~Agreement~~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.

OnDate: ~~May~~June 269, 2011~~, the Company’s majority-owned subsidiary, RAE-KLH (Beijing) Technologies Co.,~~ Ltd. (“RAE KLH”), entered into an agreement to sell a building in Beijing, China to Beijing Beike Yongfeng Technologies Development Co., Ltd. The purchase price is approximately $8.47 million, payable $4.62 million on signing, $3.08 million on February 28, 2012, and $770,000 on February 28, 2013. RAE KLH has agreed to indemnify the purchaser against liabilities associated with the property that arose prior to the purchase and sale.

~~Item~~RAE 2SYSTEMS INC.01 ~~Completion~~By: of/s/ ~~Acquisition~~Randall orGausman ~~Disposition~~Name: ofRandall ~~Assets.~~Gausman Title: Vice President and Chief Financial Officer

See disclosure under Item 1.01 above.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibit No.		Description
10.24		Amendment Agreement between Beijing Beike Yongfeng Technologies Development Co., Ltd. and RAE-KLH (Beijing) Technologies Co., Ltd. dated May 26, 2011

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.

Date: June 1, 2011

RAE SYSTEMS INC. By: /s/ Randall Gausman Name: Randall Gausman Title: Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit		Description
10.24		Amendment Agreement between Beijing Beike Yongfeng Technologies Development Co., Ltd. and RAE-KLH (Beijing) Technologies Co., Ltd. dated May 26, 2011

Filing Compare · RAE SYSTEMS INC