-----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, HkLCHH4UbQ50ZnPkg7k3NCWkeXPZqwWitWon0zA3n5tIQa1lsgvuV3QSxytBbrHM QrCC2G2+PJba5LSlIfhnFA== 0000950168-01-000699.txt : 20010409 0000950168-01-000699.hdr.sgml : 20010409 ACCESSION NUMBER: 0000950168-01-000699 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010402 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 SEC ACT: SEC FILE NUMBER: 005-42397 FILM NUMBER: 1590511 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: JOTTER TECHNOLOGIES INC CENTRAL INDEX KEY: 0001091506 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 860949228 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 9595 HARBOUR BAY PLACE CITY: ELK GROVE STATE: CA ZIP: 95758 BUSINESS PHONE: 9166916917 MAIL ADDRESS: STREET 1: 9595 HARBOUR BAY PLACE CITY: ELK GROVE STATE: CA ZIP: 95758 SC 13D 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 SAFLINK CORPORATION (Name of Issuer) Common Stock ($.01 par value) (Title of Class of Securities) 7 8 6578 10 4 (CUSIP Number) Glenn Argenbright Jotter Technologies Inc. 9595 Harbour Bay Place Elk Grove, CA 95758 916-691-6917 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MARCH 20, 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 . CUSIP No. 7 8 6578 10 4 (1) Name of Reporting Persons S.S. or I.R.S. Identification No. of Above Persons Jotter Technologies Inc. 86-0949228 _______________________________________________________________________________ (2) Check the Appropriate Box if a Member (a) OF A GROUP (SEE INSTRUCTIONS) (b) _______________________________________________________________________________ (3) SEC Use Only _______________________________________________________________________________ (4) Source of Funds OO _______________________________________________________________________________ (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) _______________________________________________________________________________ (6) Citizenship or Place of Organization Delaware _______________________________________________________________________________ Number of Shares (7) Sole Voting Power 5,100,000 Beneficially Owned by Each Reporting (8) Shared Voting Power 0 Person With (9) Sole Dispositive Power 5,100,000 (10) Shared Dispositive Power 0 _______________________________________________________________________________ (11) Aggregate Amount Beneficially Owned by Each Reporting Person 5,100,000 shares _______________________________________________________________________________ (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ________________________________________________________________________________ (13) Percent of Class Represented by Amount in Row (11) 16.3% _______________________________________________________________________________ (14) Type of Reporting Person CO _______________________________________________________________________________ ITEM 1. SECURITY AND ISSUER This statement on Schedule 13D relates to the Common Stock, par value $.01 per share (the "Common Stock"), of SAFLINK Corporation, a Delaware corporation ("SAFLINK"). The principal executive offices of SAFLINK are located at 18650 N.E. 67th Court, Suite 210, Redmond, WA, 98052. ITEM 2. IDENTITY AND BACKGROUND This statement is being filed by Jotter Technologies Inc., a Delaware corporation ("Jotter"). The principal executive offices of Jotter are located at 9595 Harbour Bay Place, Elk Grove, CA 95758. The name, citizenship, principal occupation and business of each executive officer and director of Jotter as of the date of this statement are set forth on Schedule I, which is incorporated by reference herein. The principal business of Jotter is venture funding and investment. During the past five years, none of Jotter, or to the knowledge of Jotter, any of the persons listed on Schedule I (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors or (ii) has been a party to a civil proceeding or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, final order enjoining future violations of, or prohibiting or mandating activities, subject to Federal or State securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Pursuant to the Asset Purchase Agreement, ("Agreement") dated December 15, 2000, as amended January 30, 2001 between SAFLINK and Jotter, SAFLINK agreed to issue 5,100,000 shares of Common Stock (the "Shares") and an unsecured promissory note in the principal amount of $1,700,000 with a two year term (the "Note", collectively with the Shares, the "Purchase Price") in consideration for substantially all of the intellectual property and fixed assets (the "Assets") of Jotter. Pursuant to the Agreement and an escrow agreement (the "Escrow Agreement"), the Shares were deposited into escrow on March 20, 2001 and shall be held in escrow in the event of any breach of the Agreement, and to secure certain indemnification rights under the Agreement. Shares held in escrow shall be distributed to Jotter in accordance with the Escrow Agreement. In the event that Jotter does not satisfy certain Canadian tax obligations arising as a result of the transaction ("Tax Obligations"), SAFLINK will be obliged to pay such Tax Obligations and will be entitled to reduce the Purchase Price in an equal amount by reducing the number of Shares placed in escrow as valued on the closing date of the Agreement or the principal amount of the Note or both. SAFLINK also agreed to use commercially reasonable efforts to register the Shares with the Securities and Exhange Commission ("SEC") by filing a Form S-3 registration statement ("Registration Statement") within 60 days after the Closing Date. This Registration Statement has been filed and was declared effective by the SEC on March 20, 2001. References to, and descriptions of, the Agreement as set forth in this statement are qualified in their entirety by reference to the copy of the Agreement, listed as Exhibit A, to this Schedule 13D, and are incorporated by reference in this Item 3 in its entirety where such references and descriptions appear. The source of the Assets are the business and operations of Jotter. ITEM 4. PURPOSE OF TRANSACTION The information set forth or incorporated by reference in Item 3 is hereby incorporated herein by reference. Item 4(a): As noted in Item 3 above, Jotter acquired the Shares and Note in consideration for the sale of the Assets, pursuant to the Agreement. References to, and descriptions of, the Agreement as set forth in this statement are qualified in their entirety by reference to the copy of the Agreement, listed as Exhibit A, to this Schedule 13D, and are incorporated by reference in this Item 4 in its entirety where such references and descriptions appear. Item 4(d): In connection with the acquisition of Assets, SAFLINK filled vacancies on the SAFLINK Board of Directors with Glenn Argenbright, President of Jotter, and Robert Smibert, a director of Jotter. Item 4(f): ITEM 5. INTEREST IN SECURITIES OF THE ISSUER The information set forth or incorporated by reference in Items 3 and 4 is hereby incorporated herein by reference. (a) Jotter beneficially owns a total of 5,100,000 shares of SAFLINK, representing approximately 16.3% of the shares of Common Stock outstanding as of the date hereof. (b) Jotter has sole voting and dispositive power with respect to the Shares. (c) Other than the transactions described in Item 4, no other transactions in shares of Common Stock by Jotter were affected during the sixty days prior to the date of this statement. (d) - (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The information set forth or incorporated by reference in Items 3 through 5 is hereby incorporated herein by reference. Except as set forth in this statement, Jotter does not have any contract, arrangement, understanding or relationship with any person with respect to any securities of SAFLINK. References to, and descriptions of, the Agreement as set forth in this statement are qualified in their entirety by reference to the copy of the Agreement, listed as Exhibit A, to this Schedule 13D, and are incorporated by reference in this Item 5 in its entirety where such references and descriptions appear. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A - Asset Purchase Agreement, between SAFLINK Corporation and Jotter Technologies Inc., dated December 15, 2000 (incorporated by reference to Exhibit 2.1 of SAFLINK Corporation's Current Report on Form 8-K, filed on January 2, 2001). Exhibit B - Amendment No. 1 to Asset Purchase Agreement between SAFLINK Corporation and Jotter Technologies Inc., dated January 30, 2001. 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. March 28, 2001 JOTTER TECHNOLOGIES INC. /s/ GLENN ARGENBRIGHT --------------------- Glenn Argenbright President SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF JOTTER AS OF MARCH 28, 2001
- ---------------------------------------- --------------------- ------------------------------------------------------- NAME CITIZENSHIP PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT, INCLUDING NAME, PRINCIPAL BUSINESS AND ADDRESS OF EACH CORPORATION OR ORGANIZATION (1) - ------------------------------------- --------------------- ------------------------------------------------------- Glenn L. Argenbright United States CEO, Jotter Technologies, 9595 Harbour Bay Place, Elk Grove, CA 95758 - ---------------------------------------- --------------------- ------------------------------------------------------- Steve Oyer United States CFO, Spotlight Interactive, 5 Tsienneto Road, #116, Derry, NH 03038 - ---------------------------------------- --------------------- ------------------------------------------------------- Ken Wilton Canada Retired - ---------------------------------------- --------------------- ------------------------------------------------------- Robert Smibert Canada CTO, Saflink Corp., #300 - 9119 82nd Avenue, Edmonton, Alberta, Canada T6C0Z4 - ---------------------------------------- --------------------- ------------------------------------------------------- Jodie Tessier Canada VP Product Development, Saflink Corp., #300 - 9119 82nd Avenue, Edmonton, Alberta, Canada T6C0Z4 - ---------------------------------------- --------------------- ------------------------------------------------------- - ---------------------------------------- --------------------- -------------------------------------------------------
(1) Unless otherwise indicated, the business address of each of the named persons is Jotter Technologies, 9595 Harbour Bay Place, Elk Grove, California, 95758 EX-99.1(B) 2 0002.txt EXHIBIT B AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT This Amendment No. 1 to the Asset Purchase Agreement, dated December 15, 2000 (the "Agreement") is made and entered into as of the 30th day of January, 2001, by and between SAFLINK Corporation, a Delaware corporation ("SAFLINK") and Jotter Technologies Inc., a Delaware corporation ("Jotter"). WITNESSETH: WHEREAS, the parties entered into the Agreement for purposes of setting forth certain representations, warranties, and agreements made by each to the other as an inducement to the execution and delivery of the Agreement and the conditions precedent to the consummation of the asset purchase and transactions related thereto; WHEREAS, the parties wish to modify the Agreement in the manner set forth herein; NOW, THEREFORE, the parties agree as follows: 1. SECTION 3.3. Section 3.3 of the Agreement is hereby amended to read as follows: Subject to the provisions of Section 7.3, all of the Shares shall be issued to the escrow agent (the "Escrow Agent") designated by and under the terms of an escrow agreement substantially in the form attached hereto as Exhibit 3.3 (the "Escrow Agreement"). The Shares shall be delivered by Purchaser to the Escrow Agent within seventy five (75) days of the Closing Date. Subject to the provisions of Sections 6.4 and 7.3, such Shares delivered to the Escrow Agent shall be delivered to Jotter as follows: (i) three hundred and fifty thousand (350,000) Shares ninety (90) days after the Closing Date (the "First Release Date"), and (ii) at a rate of two hundred and fifty thousand (250,000) Shares per month after the First Release Date, under the conditions provided in the Escrow Agreement. 2. SECTION 7.3(A). Section 7.3(a) of the Agreement is hereby amended to read as follows: Within sixty (60) days of the Closing Date, Jotter shall deliver to the Purchaser a certificate issued pursuant to Subsection 116(2) of the ITA, with respect to such of the Assets of Jotter as constitute "Taxable Canadian Property", as that term is defined in the ITA. Each such certificate shall have as the "certificate limit" as defined in Subsection 116(2) of the ITA, an amount no less than the cost to the Purchaser of such Taxable Canadian Property. 3. EFFECT. Except as otherwise set forth in this Amendment, the Agreement shall remain in full force and effect in accordance with its terms. 4. 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. 5. 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. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first above written. SAFLINK CORPORATION BY: /s/ JEFFREY P. ANTHONY ---------------------- JEFFREY P. ANTHONY CHIEF EXECUTIVE OFFICER JOTTER TECHNOLOGIES INC. BY: /s/ GLENN ARGENBRIGHT --------------------- GLENN ARGENBRIGHT PRESIDENT -----END PRIVACY-ENHANCED MESSAGE-----