-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q9qiT1eaw0/4J8MK4mRwyFDGidbHdF//x3wOMSs8F2xyFfxWIuQhAdOGgxPYRKcw CBYTjCjF2RR9mmozi8kTJQ== 0000950133-01-501587.txt : 20010618 0000950133-01-501587.hdr.sgml : 20010618 ACCESSION NUMBER: 0000950133-01-501587 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010615 GROUP MEMBERS: CRYSTAL DIAMOND, INC GROUP MEMBERS: RMS LIMITED PARTNERSHIP GROUP MEMBERS: ROY M. SPEER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SAFLINK CORP CENTRAL INDEX KEY: 0000847555 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 954346070 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42397 FILM NUMBER: 1662136 BUSINESS ADDRESS: STREET 1: 18650 N E 67TH COURT STREET 2: SUITE 210 CITY: REDMOND STATE: WA ZIP: 98052 BUSINESS PHONE: 8136360099 MAIL ADDRESS: STREET 1: 18650 N E 67TH COURT SUITE 210 CITY: REDMOND STATE: WA ZIP: 98052 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL REGISTRY INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: TOPSEARCH INC DATE OF NAME CHANGE: 19920401 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RMS LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0001016666 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: BARTLETT & GLOGOVAC STREET 2: 50 W LIBERTY STREET SUITE 650 CITY: RENO STATE: NV ZIP: 89501 SC 13D/A 1 w50512asc13da.txt AMENDMENT NO. 6 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6 ) SAFLINK CORPORATION - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 786578 10 4 ------------------------- (CUSIP Number) Thomas J. Egan, Jr., Esq. Baker & McKenzie 815 Connecticut Avenue, N.W. Washington, D.C. 20006-4078 (202) 452-7000 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 5, 2001 - ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). 2 CUSIP No. 786578 10 4 Page 2 of 9 - ------------------------------------------------------------------------------------------------------------ 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). RMS Limited Partnership Crystal Diamond, Inc. Roy M. Speer 88-0224372 88-0223159 ###-##-#### - ------------------------------------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ] - ------------------------------------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------------------------------------ 4. Source of Funds (See Instructions) OO - ------------------------------------------------------------------------------------------------------------ 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------------------------------------ 6. Citizenship or Place of Organization RMS Limited Partnership -- Nevada limited partnership Crystal Diamond, Inc. -- Nevada corporation Roy M. Speer -- Individual citizen of the United States ------------------------------------------------------------------------------------------ 7. Sole Voting Power 0 ------------------------------------------------------------------------------------------ Nunber of 8. Shared Voting Power Shares 18,019,022 Beneficially ------------------------------------------------------------------------------------------ Owned by 9. Sole Dispositive Power Each 0 Reporting ------------------------------------------------------------------------------------------ Person With 10. Shared Dispositive Power 11,927,312 - ------------------------------------------------------------------------------------------------------------ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 18,019,022 - ------------------------------------------------------------------------------------------------------------ 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [X] - ------------------------------------------------------------------------------------------------------------ 13. Percent of Class Represented by Amount in Row (11) 57.6 percent - ------------------------------------------------------------------------------------------------------------ 14. Type of Reporting Person RMS Limited Partnership -- PN Crystal Diamond, Inc. -- CO Roy M. Speer -- IN - ------------------------------------------------------------------------------------------------------------
3 CUSIP No. 786578 10 4 Page 3 of 9 RMS Limited Partnership, a Nevada limited partnership ("RMS"), Crystal Diamond, Inc., a Nevada corporation, and Roy M. Speer hereby amend their Schedule 13D as filed on March 20, 1995, and as amended by amendment no. 1 filed on April 20, 1995, amendment no. 2 filed on December 23, 1998, amendment no.3 filed on June 30, 1999, amendment no. 4 filed on November 15, 1999, and amendment no. 5 filed on September 11, 2000 (as amended, the "Schedule 13D") with respect to the Common Stock, par value $.01 per share ("Common Stock"), of SAFLINK CORPORATION, a Delaware corporation ("SAFLINK"). ITEM 4. PURPOSE OF TRANSACTION. The Schedule 13D is amended by adding the following to the end of Item 4: In connection with the SAFLINK's Series E Preferred Stock and Warrant financing, which closed on June 5, 2001, RMS entered into a Voting Agreement ("Voting Agreement") on May 25, 2001, with Jotter Technologies Inc. ("Jotter"), whereby Jotter agrees to vote in tandem with and in like manner as and as directed by RMS (or its designee) for the election of directors of SAFLINK and on all other matters which may be presented at any meeting of the shareholders of SAFLINK or with respect to which the consent of the shareholders of SAFLINK is sought. The description of the Voting Agreement contained herein is qualified in its entirety by reference to the complete text of such agreement attached hereto as Exhibit 1 and incorporated herein by reference. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The Schedule 13D is amended by replacing Item 5 with the following: (a) With the conversion of the Series D Stock, RMS owns of record 11,927,312 shares of Common Stock. As a result of the First Amended and Restated Voting Agreement between RMS and Mr. Santangelo, RMS may be deemed the beneficial owner of the 908,377 shares of Common Stock and options to acquire 83,333 additional shares of Common Stock which are beneficially owned by Mr. Santangelo. Also, as a result of the Voting Agreement described in Item 4, RMS may be deemed the beneficial owner of the 5,100,000 shares of Common Stock which are beneficially owned by Jotter. The Voting Agreement in Exhibit 1 also references an additional 1,670,115 shares of Common Stock, for a total of 6,770,115 shares of Common Stock owned by Jotter. However, in order to satisfy the NASDAQ Small Cap Market listing requirements, SAFLINK will seek, and has not yet obtained, stockholder approval at its next annual meeting as a condition to issuing these 1,670,115 shares to Jotter upon conversion of the balance of a $1.7 million note payable issued to Jotter as partial consideration for the intellectual property and fixed assets acquired from Jotter on December 15, 2000. Jotter is thus currently the beneficial owner of 5,100,000 shares of Common Stock. As a result of the relationships described in Item 2 of the Schedule 13D, Crystal Diamond and Mr. Speer may also be deemed for securities law purposes to beneficially own 18,019,022 shares of Common Stock each. SAFLINK currently has 31,304,195 shares of Common Stock outstanding, taking into account the conversion of the Series D Stock. RMS, therefore, is the beneficial owner of 57.6 percent of the outstanding Common Stock of SAFLINK. (b) RMS will share with Crystal Diamond and Mr. Speer the power to vote or direct the vote and the power to dispose or direct the disposition of the shares of Common Stock beneficially owned by RMS. Mr. Santangelo and Jotter have separately agreed to permit RMS to direct the voting of the shares of Common Stock beneficially owned by them. 4 CUSIP No. 786578 10 4 Page 4 of 9 (c) Except as set forth herein, neither RMS, Crystal Diamond, Mr. Speer, nor, to the best of Crystal Diamond's knowledge, any executive officer, director or controlling person of Crystal Diamond has effected any transaction in shares of the Common Stock during the past 60 days. (d) No person other than RMS, Crystal Diamond and Mr. Speer is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the shares of Common Stock owned of record by RMS. RMS, Crystal Diamond and Mr. Speer have no right to receive or to direct the receipt of dividends from or the proceeds from the sale of any securities of the Company beneficially owned by Mr. Santangelo or Jotter including any shares of Common Stock with respect to which RMS, Crystal Diamond and Speer may be deemed to be a beneficial owner by virtue of the First Amended and Restated Voting Agreement or the Voting Agreement. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER . The Schedule 13D is amended by adding the following to the end of Item 6: The information set forth, or incorporated by reference, in Item 4 is hereby incorporated herein by reference. The description of the Voting Agreement contained herein is qualified in its entirety by reference to the complete text of such agreement attached hereto as Exhibit 1 and incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Voting Agreement dated as of May 25, 2001. 5 CUSIP No. 786578 10 4 Page 5 of 9 SIGNATURES 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. June 15, 2001 RMS LIMITED PARTNERSHIP, a Nevada limited partnership /s/ C. Thomas Burton, Jr. -------------------------- C. Thomas Burton, Jr. Managing General Partner CRYSTAL DIAMOND, INC. A Nevada corporation /s/ C. Thomas Burton, Jr. ------------------------- C. Thomas Burton, Jr. President /s/ Roy M. Speer ---------------- Roy M. Speer EX-1 2 w50512aex1.txt VOTING AGREEMENT 1 CUSIP No. 786578 10 4 Page 6 of 9 EXHIBIT 1 STOCKHOLDERS' VOTING AGREEMENT THIS STOCKHOLDERS' VOTING AGREEMENT (the "Agreement") dated as of May 25, 2001 ("Effective Date"), is being entered into by and between RMS Limited Partnership ("RMS"), a Nevada limited partnership, and Jotter Technologies, Inc. ("Jotter") ("Jotter" together with RMS are the "Shareholders" and individually a "Shareholder"). WITNESSETH WHEREAS, Section (xiv) of that certain Securities Purchase Agreement ("Purchase Agreement"), dated June 5, 2001, by and among SAFLINK Corporation ("SAFLINK"), a Delaware corporation, and certain purchasers, provides that the Shareholders shall have agreed to vote at SAFLINK's next shareholder meeting in favor of (a) approving the Series E Preferred Stock and warrant financing; (b) approving the SAFLINK Corporation 2000 Stock Incentive Plan; and (c) approving the Reverse Stock Split (as defined in the Purchase Agreement) (the "Shareholder Proposals"); WHEREAS, as of the date hereof, Jotter owns of record 6,770,115 shares of common stock, par value $0.01, of SAFLINK ("Common Stock") and RMS owns of record 11,927,312 shares of Common Stock; WHEREAS, Jotter desires to vote in tandem with and in like manner as and as directed by RMS (or its designee) for the election of directors of SAFLINK and on all other matters which may be presented at any meeting of the shareholders of SAFLINK or with respect to which the consent of the shareholders of SAFLINK is sought; and NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth in this agreement, the parties hereto hereby agree as follows: 1. Tandem Voting. Jotter (on behalf of itself and each Affiliate of such Shareholder that may acquire such Voting Shares on or after the date hereof) agrees to vote in tandem with and in like manner as and as directed by RMS (or its designee) for the election of directors of SAFLINK and on all other matters which may be presented at any meeting of the shareholders of SAFLINK or with respect to which the consent of the shareholders of SAFLINK is sought. RMS shall provide written notice to Jotter on or prior to the time of a vote for the election of directors of SAFLINK or on any other matters which may be presented at any meeting of the shareholders of SAFLINK or as to which the consent of the shareholders of SAFLINK is sought. Such notice shall state how such Shareholder shall vote on such matter or the consent required of such Shareholder. 2. Termination. (a) Notwithstanding Sections 2(b) or 2(c) below, this Agreement shall terminate on the date that the principal and interest on the $1.0 million promissory note issued to RMS, pursuant to the Loan Agreement, dated November 13, 2000, as amended May 29, 2001, is paid in full. (b) In the event that (i) more than 50% (fifty percent) of the issued and outstanding Common Stock is sold to any Person or "group", as such term is defined under the Securities Exchange Act of 1934, as amended, other 2 CUSIP No. 786578 10 4 Page 7 of 9 than any of the Shareholders, (ii) SAFLINK sells substantially all of its assets to any Person, other than to an Affiliate or (iii) SAFLINK merges with any Person, other than with an Affiliate, then in each case this Agreement shall terminate as of the date of consummation of any such transaction. (c) In the event that any Shareholder ceases to hold at least 50% (fifty percent) of the Common Stock (including any Common Stock which may be received upon conversion or exchange of any other security of SAFLINK) that such Shareholder holds on the date hereof, then this Agreement shall terminate with respect to such Shareholder and such Shareholder shall be released from all obligations hereunder. If, by the operation of the this Section 3(c), only one Shareholder shall be bound by the terms and conditions of this Agreement, then this Agreement shall terminate as of such date. 3. Notice Provisions. All notices or communications required to be given by any Person pursuant to this Agreement shall be effected in writing either by personal delivery or by registered or certified mail, postage prepaid with return receipt requested to the addresses indicated below: If to RMS: RMS Limited Partnership 201 West Liberty Street PO Box 281 Reno, NV 89504 Attn: C. Thomas Burton With a copy to: Thomas J. Egan, Jr., Esq. Baker & McKenzie, Suite 900 815 Connecticut Avenue, NW Washington, DC 20006 If to Jotter: Jotter Technologies, Inc. Att: Glenn Argenbright 4. Owner of Shares. Each party to this Agreement may deem and treat the person in whose name shares of securities are registered in the stock books of SAFLINK as the owner thereof for all purposes, including without limitation, for giving of notices under this Agreement. 5. Legend. A copy of this Agreement shall be filed with the Secretary of SAFLINK and shall be kept at its principal executive office. Upon the execution of this Agreement, each of the parties thereto shall cause each certificate representing shares of voting securities now or hereafter owned by it to carry a legend as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF THIS STOCKHOLDERS' VOTING AGREEMENT, DATED AS OF MAY __, 2001. A COPY OF SUCH AGREEMENT IS ON FILE AT THE OFFICES OF THE COMPANY. 6. Complete Agreement. This is the complete agreement between the parties with respect to the subject matter hereof and supersedes all prior 3 CUSIP No. 786578 10 4 Page 8 of 9 negotiations and agreements with respect thereto. There are no representations, warranties, covenants, conditions, terms, agreements, promises, understandings, commitments or other arrangements with respect to the subject matter hereof other than those expressly set forth herein. 7. Governing Law. This agreement shall be governed by, construed under and enforced in accordance with the laws of the State of Delaware without regard to any conflict of law principles thereof. 8. Binding Agreement; Successors. This agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and each of their respective successors, assigns, heirs and other representatives. 9. Headings. The section headings herein are for reference purposes only and shall not affect in any way, the meaning or interpretation of this agreement, nor are they deemed to constitute a part of this Agreement. 10. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. 11. Attorneys' Fees. In any action or proceeding brought to enforce any provision of this Agreement, or where any provision hereof is validly asserted as a defense, the successful party shall be entitled to recover reasonable and actual attorneys' fees (including any such fees incurred in connection with enforcement of any judgments) in addition to its or his costs and expenses and other available remedies. 12. Waiver; Amendment. Any waiver of an provision or breach of this Agreement must be in writing, executed by the waving party. No waiver of any provision or breach of this Agreement shall be a waiver of any other provision or breach of this Agreement or any subsequent breach. Any amendment or modification of this Agreement must be in writing and executed by all of the parties hereto. 13. Specific Performance. Each of the parties hereto acknowledges that money damages would be both incalculable and an insufficient remedy for any breach of this Agreement by a party hereto and that any such breach would cause the other party hereto irreparable harm. Accordingly, each party hereto agrees that in the event of any actual or threatened beach of this Agreement by any party hereto, the other parties hereto shall be entitled to specific performance. Such remedy shall not be the exclusive remedy for any breach of this Agreement, but shall be in addition to all other remedies available at law or equity to such party. 14. Interpretation of Agreement. This Agreement shall be construed in its entirety, with no emphasis or meaning being given to the headings or captions utilized in this Agreement or the placement of the various provisions. 15. Definitions. The following capitalized terms shall have the meanings set forth below: (a) "Affiliate" means, with respect to any specified Person, (i) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person or (ii) any other Person that owns, directly or indirectly, 5% or more of such 4 CUSIP No. 786578 10 4 Page 9 of 9 specified Person's voting stock or any executive officer or director of any such specified Person or other Person or, with respect to any natural Person, any Person having a relationship with such Person by blood, marriage or adoption not more remote than first cousin. For the purposes of this definition, "control," when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. For purposes of this Agreement, no Shareholder shall be deemed to be an Affiliate of any other Shareholder. (b) "Person" means any individual, corporation, limited liability company, partnership, joint venture, association, trust, or unincorporated organization. (c) "Voting Shares" shall mean shares of SAFLINK's Common Stock, Options, Preferred Stock or any other voting securities of SAFLINK held on or after the Effective Date by any Shareholder or its Affiliate, plus all voting securities hereinafter attributable to such shares or received or receivable in respect thereof by way of stock splits or stock dividends, recapitalization or liquidation of the SAFLINK or merger or consolidation of the SAFLINK with any other corporation or organization. 16. Assignment. RMS may assign the terms and conditions of this Agreement to any Affiliate that holds Voting Shares. 5 CUSIP No. 786578 10 4 Page 10 of 9 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written. Jotter Technologies, Inc. By: /s/ Glenn Argenbright --------------------------- Glenn Argenbright President RMS: Limited Partnership By: Crystal Diamond, Inc. Its: Managing General Partner By: /s/ C. Thomas Burton, Jr. --------------------------- Name: Title: ACKNOWLEDGMENT OF STOCKHOLDERS' VOTING AGREEMENT SAFLINK Corporation hereby acknowledges the existence of the foregoing Stockholders' Voting Agreement. SAFLINK Corporation By: /s/ Jeffrey P. Anthony -------------------------- Jeffrey P. Anthony President -----END PRIVACY-ENHANCED MESSAGE-----