Imageware Systems Inc - Current report filing (8-K)
18 März 2008 - 10:17PM
Edgar (US Regulatory)
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):
March 12, 2008
ImageWare Systems, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
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001-15757
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33-0224167
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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):
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))
Item 1.01.
Entry into a
Material Definitive Agreement.
On March 12, 2008, ImageWare
Systems, Inc. (the Company) received $541,666 from the exercise of
541,666 warrants to purchase shares of the Companys common stock, par value
$0.01 per share (the Common Stock). The warrants were originally issued in
connection with a private placement (the Financing) of Common Stock to
certain accredited investors (the Investors) in transactions deemed exempt
from registration pursuant to Section 4(2) under the Securities Act
of 1933, as amended (the Securities Act) and Rule 506 promulgated
thereunder. The Financing was previously reported in a Current Report on Form 8-K
filed on September 26, 2007. The Company agreed to reprice all warrants
issued in the Financing, which originally had an exercise price of $1.67 per
share, to an exercise price of $1.00 per share, in consideration for their
immediate exercise (the Warrant Repricing) by the Investors who participated
in the Warrant Repricing or their transferees, as applicable (the Participating
Investors).
In connection with the
Warrant Repricing, the Company also issued to the Participating Investors new
warrants (the Warrants) to purchase up to an aggregate of 270,833 shares of
Common Stock with an exercise price of $1.20 per share. The Warrants may be
exercised at any time from March 12, 2008 until March 12, 2013. In
addition, if the shares of Common Stock issuable upon exercise of the Warrants are
not registered for resale with the Securities and Exchange Commission on or
before the later of September 12, 2008 or the end of the applicable
holding period for resales of securities by non-affiliates under Rule 144
of the Securities Act, but in any event no later than March 12, 2009, the
Warrants may be exercised by the Participating Investors by cashless exercise.
Some of the Participating Investors are affiliates of Gruber & McBaine
Capital Management, LLC, which beneficially owns more than 10% of the issued
and outstanding shares of Common Stock.
The net proceeds to the
Company from the Warrant Repricing, after deducting for expenses, were
approximately $540,000. The Company intends to use the net proceeds from the Warrant
Repricing to fund ongoing operations and satisfy its trade payables accrued in
the ordinary course of its business.
The
summary of the terms of the Warrants included herein is subject to, and
qualified in its entirety by, the form of Warrant, which is filed as exhibit
10.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
The information set forth
in Item 3.02 of this Current Report on Form 8-K is incorporated into this
Item 1.01 by reference.
Item 3.02.
Unregistered
Sales of Equity Securities.
The securities described
in Item 1.01 above were offered and sold in reliance upon exemptions from
registration pursuant to Section 4(2) under the Securities Act and Rule 506
promulgated thereunder. The agreements executed in connection with the Warrant
Repricing contain representations to support the Companys reasonable belief
that the Participating Investors had access to information concerning the
Companys operations and financial condition, the Participating Investors
acquired the securities for their own account and not with a view to the
distribution thereof in the absence of an effective registration statement or
an applicable exemption from registration, and that the Participating Investors
are sophisticated within the meaning of Section 4(2) of the Securities
Act and are accredited investors (as defined by Rule 501 under the
Securities Act). In addition, the issuances did not involve any public
offering; the Company made no solicitation in connection with the Warrant
Repricing other than communications with the Investors; the Company obtained
representations from the Participating Investors regarding their investment
intent, experience and sophistication; and the Participating Investors either
received or had access to adequate information about the Company in order to
make an informed investment decision.
At the time of their
issuance, the securities were deemed to be restricted securities for purposes
of the Securities Act, and the certificates representing the securities bear
legends to that effect. The securities may not be resold or offered in
the United States without registration or an exemption from registration.
The information set forth
in Item 1.01 of this Current Report on Form 8-K is incorporated into this
Item 3.02 by reference.
2
Item
9.01. Financial Statements
and Exhibits.
(d)
Exhibits
Exhibit #
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Description
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10.1
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Form of
Warrant to Purchase Common Stock dated March 12, 2008.
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3
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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a Delaware
corporation
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Date: March 18, 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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4
Exhibit Index
Exhibit #
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Description
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10.1
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Form of
Warrant to Purchase Common Stock dated March 12, 2008.
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5
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