Imageware Systems Inc - Amended Current report filing (8-K/A)
06 März 2008 - 11:11PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported):
March 6, 2008
ImageWare
Systems, Inc.
(Exact Name of
Registrant as Specified in its Charter)
Delaware
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001-15757
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33-0224167
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(State or Other
Jurisdiction of Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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10883
Thornmint Road
San
Diego, California 92127
(Address of
Principal Executive Offices, Including Zip Code)
858-673-8600
(Registrants
telephone number, including area code)
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 (see
General Instructions A.2. below):
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Explanatory
Note
As previously reported in a Current Report on Form 8-K
filed on December 21, 2007 (the Initial Form 8-K), ImageWare
Systems, Inc. (the Company) completed the purchase of certain
assets (the Acquired Assets) of Sol Logic, Inc. (Sol Logic) pursuant
to an Asset Purchase Agreement, dated December 19, 2007 (the Purchase
Agreement), entered into by and among the Company, Sol Logic, Frank Mitchell, a
shareholder of Sol Logic, and Wink Jones, as Sol Logics representative (the Representative). On March 6, 2008, the Company and the
Representative, entered into an oral agreement to adjust the purchase price of
the Acquired Assets, as more fully described below. As a result of these changes, the Company has
determined that no financial information is required to be presented pursuant
to Items 9.01(a) or (b) of Form 8-K in connection with this
acquisition.
This Amendment No. 1 on Form 8-K/A is
being filed to disclose the amendment to the Purchase Agreement and amend the
Initial Form 8-K to strike (i) the language of Items 9.01(a) and
9.01(b) of the Initial Form 8-K, which had indicated that any
required financial information would be filed by amendment within 71 days,
since no such financial information is required in connection with this
acquisition, and (ii) Exhibit 99.3 of the Initial Form 8-K, the unaudited
pro forma condensed combined balance sheet as of September 30, 2007.
Item 1.01 Entry into a Material
Definitive Agreement
On March 6, 2008, the Company
entered into an oral agreement (the Amendment) to amend the Purchase
Agreement, as previously reported on the Initial Form 8-K. The Amendment was entered into by and between
the Company and the Representative and amends the purchase price of the Acquired
Assets. The Company and the
Representative have not yet executed a written agreement with respect to the
Amendment, which is in the process of being prepared. The transactions contemplated by the
Amendment will be consummated upon execution of the written agreement.
The Amendment provides that
in consideration for the Acquired Assets, the Company issued to the Seller 677,940
shares of restricted common stock of the Company (the Initial Shares). In addition to the Initial Shares, the
Company will issue to Sol Logic certain additional shares upon achievement of a
milestone. In the event the Companys
revenues on certain specified products (the Products) equals or exceeds
$3,000,000 for the six-month period commencing on March 6, 2008 and ending
on September 6, 2008, the Company will issue Sol Logic that number of
shares of the Companys common stock (the Additional Shares) equal to (A) the
quotient obtained by dividing $1,008,224 by the greater of (i) the volume
weighted average closing price of the Companys common stock (Common Stock)
over the 20 trading-day period ending on the date immediately preceding the
Additional Issuance Date (as defined in the Amendment), as reported on The
Amercian Stock Exchange or the Over-the-Counter Bulletin Board (the OTCBB) or
the Pink Sheets Electronic Quotation Service (the Pink Sheets), as
applicable, for the portion of such period that the Common Stock is listed or
quoted on the OTCBB or Pink Sheets, and (ii) $1.10 (the Additional Per
Share Price). In the event the Company
does not achieve the $3,000,000 product revenue milestone, the revenue
determination period will be extended and the Company will issue Sol Logic the
Additional Shares if the Companys revenues on the Products equals or exceeds
$5,000,000 for the 18-month period commencing on March 6, 2008 and ending
on September 8, 2009. A portion of
the Additional Shares, if any, will be held in escrow for indemnification and
reimbursement purposes.
Item 2.01 Completion of Acquisition or Disposition of
Assets
The information disclosed
under Item 1.01 of this Current Report on Form 8-K/A with respect to the
consummation of the Amendment is incorporated by reference into this Item 2.01
in its entirety.
Item 3.02 Unregistered Sale of Equity Securities
The disclosures made in
response to Items 1.01 and 2.01 above are incorporated herein by reference.
The issuance of shares of
restricted common stock of the Company in consideration for the acquisition of
certain assets of Sol Logic are exempt from registration requirements of the
Securities Act of 1933 (the Act) pursuant to Section 4(2) of the
Act and/or Regulation D promulgated thereunder.
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Item 9.01 Financial Statements and
Exhibits.
(a) Financial Statements of
Businesses Acquired.
Not
required.
(b) Pro Forma Financial
Information.
Not
required.
This Current Report on Form 8-K/A may contain
forward-looking statements made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Such statements
include, without limitation, statements made with respect to the Companys oral
agreement regarding the Amendment and its ability to consummate a definitive
amendment to the Purchase Agreement.
Although the Company believes the statements contained herein to be
accurate as of the date they were made, it can give no assurance that such
expectations will prove to be correct. The Company undertakes no obligation to
update these forward-looking statements.
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SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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IMAGEWARE SYSTEMS, INC.
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Date: March 6,
2008
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By:
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/s/ Wayne G.
Wetherell
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Wayne G. Wetherell
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Chief Financial Officer
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