-----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, B/Rfp4d7N9KBusgxWOKPzkT0hecgtSnIqzG9vdZOxF39JwpCqm6qx5eWkyXttV+2 jn54Ly6fSwtpXhhiz1mk1A== 0001104659-07-002418.txt : 20070112 0001104659-07-002418.hdr.sgml : 20070112 20070112172233 ACCESSION NUMBER: 0001104659-07-002418 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070112 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070112 DATE AS OF CHANGE: 20070112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIO KEY INTERNATIONAL INC CENTRAL INDEX KEY: 0001019034 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 411761861 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13463 FILM NUMBER: 07529512 BUSINESS ADDRESS: STREET 1: 1285 CORPORATE CENTER DR. STREET 2: SUITE 175 CITY: EAGAN STATE: MN ZIP: 55121 BUSINESS PHONE: 6516870414 MAIL ADDRESS: STREET 1: 1285 CORPORATE CENTER DR. STREET 2: SUITE 175 CITY: EAGAN STATE: MN ZIP: 55121 FORMER COMPANY: FORMER CONFORMED NAME: SAC TECHNOLOGIES INC DATE OF NAME CHANGE: 19961115 8-K 1 a07-1833_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

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): January 12, 2007

 

BIO-KEY INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware
(State or Other Jurisdiction of Incorporation)

1-13463

 

41-1741861

(Commission File Number)

 

(IRS Employer Identification No.)

 

3349 Highway 138, Building D, Suite B, Wall, NJ

 

07719

(Address of Principal Executive Offices)

 

(Zip Code)

 

732-359-1100
(Registrant’s Telephone Number, Including Area Code)

Check the approp0riate 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:

x  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 8.01.  Other Events.

Attached hereto as Exhibit 99.1 is the registrant’s press release dated January 12, 2007 relating to its plans to make an exchange offer for all of the issued and outstanding shares of ComnetiX Inc (TSE:CXI).

ITEM 9.01.   FINANCIAL STATEMENTS AND EXHIBITS.

     (d)       Exhibits.

Exhibit Number

 

Description

 

99.1

 

BIO-Key International, Inc.’s Press Release dated January 12, 2007 relating to its plans to make an exchange offer for all of the issued and outstanding shares of ComnetiX Inc (TSE:CXI).

 

 

2




SIGNATURES

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.

BIO-KEY INTERNATIONAL, INC.

 

 

 

 

 

By:

/s/ Francis J. Cusick

 

 

 

Francis J. Cusick

 

 

 

Chief Financial Officer

 

Dated: January 12, 2007

 

 

 

 

3



EX-99.1 2 a07-1833_1ex99d1.htm EX-99

Exhibit 99.1

BIO-key Responds to L-1’s Revised Proposal to Acquire ComnetiX Inc.

Wall, N.J. — January 12, 2007 - BIO-key International Inc. (OTC Bulletin Board: BKYI), a leader in wireless public safety solutions and finger based biometric identification, responded today to L-1 Identity Solutions’ revised proposal to acquire all the issued and outstanding common shares of ComnetiX Inc. (“ComnetiX”) (TSX: CXI) for US $1.05 per share.

Notwithstanding L-1’s revised proposal, Bio-key still intends to make an offer to acquire all the issued and outstanding common shares of ComnetiX on terms previously announced. Bio-key is in the process of finalizing its offer and securities exchange takeover bid circular and is on track for mailing this  documentation in mid-January as previously targeted. As previously announced, BIO-key will offer common shares of BIO-key for each ComnetiX share at a share exchange ratio to be determined that will value ComnetiX shares at US $1.29 per share, which represents a 65% premium to the closing price for ComnetiX shares on December 20, 2006.

Bio-key believes that its proposed offer to acquire all the issued and outstanding common shares of ComnetiX is still superior to L-1’s revised proposal because of the long-term potential of the combined company. BIO-key believes a combination of the two companies will result in a strong company with the industry’s most complete end-to-end solution offering to the law enforcement market and also enable the companies to: share and cross-sell more than 3000 customers; and become a platform company for further business combinations that will uniquely serve the robust and growing state, provincial and local public safety markets.

In addition, Bio-key believes that industry comparables are currently commanding a multiple of 4 to 5 x  revenue while the L-1 offer for ComnetiX is far below this market range. BIO-key believes that the longterm potential of the combined company should be able to command a premium in accordance with industry comparables.

At this time, Bio-key believes that an exemption from registration under the US federal securities laws is available to it in connection with this transaction.

Full details of the offer will be included in the take-over bid documents to be mailed to ComnetiX shareholders. The offer will be subject to certain conditions that are customary for transactions of this nature including the valid tender and non-withdrawal of a majority of the issued and outstanding shares of ComnetiX and receipt of required regulatory approvals.

About BIO-key

BIO-key develops and delivers advanced identification solutions and information services to law enforcement departments, public safety agencies, government and private sector customers. BIO-key mobile wireless technology provides first responders with critical, reliable, real-time data and images  from local, state and national databases. The company’s high-performance, scalable, cost-effective and easy-to-deploy biometric finger identification technology accurately identifies and  authenticates users of wireless and enterprise data to improve security, convenience and privacy and to reduce identity theft.

Over 2,500 police, fire and emergency services departments in North America use BIO-key solutions, making BIO-key the leading supplier of mobile and wireless solutions for public safety worldwide. (http://www.bio-key.com)

U.S. Regulatory Information

This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. In connection with the proposed transaction, a registration statement on Form S-4 is expected to be filed with the SEC by BIO-key unless an exemption from the registration requirements of the Securities Act of 1933 is applicable. STOCKHOLDERS OF COMNETIX ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY ARE FILED BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. All interested persons may obtain a free copy of the registration statement and any other related documents on the SEC’s website at www.sec.gov. Such documents may also be obtained for free from BIO-key.

BIO-key Safe Harbor Statement

This news release contains forward-looking statements that are subject to certain risks and uncertainties that may cause actual results to differ materially from those projected on the basis of these statements. The words “estimate,” “project,” “intends,” “expects,” “believes,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements in this press release include all statements related to the results of the proposed exchange offer and the expected results of combining BIO-key and Comnetix. Such forward-looking statements are made based on management’s beliefs, as well as assumptions made by, and information currently available to, management pursuant to the “safeharbor” provisions of the Private Securities Litigation Reform Act of 1995. For a more complete  description of these and other risk factors that may affect the future performance of BIO-key International, see “Risk Factors” in the Company’s Annual Report on Form 10-KSB and its other filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these  forward-looking statements, which speak only as of the date made. The Company also undertakes no obligation to disclose any revision to these forward-looking statements to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events.



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