-----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, Ne6MKRuQ28acacC5dbVIRpIU2KmKHp+wcLnRht92WxXnD1/vdrEnAwHgJAZ9iOhD bD/ijfF6xHo9Xea+2FGX1A== 0001144204-05-016382.txt : 20050519 0001144204-05-016382.hdr.sgml : 20050519 20050519091807 ACCESSION NUMBER: 0001144204-05-016382 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050513 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050519 DATE AS OF CHANGE: 20050519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTELLI CHECK INC CENTRAL INDEX KEY: 0001040896 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 113234779 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50296 FILM NUMBER: 05843390 BUSINESS ADDRESS: STREET 1: 246 CROSSWAYS PARK WEST STREET 2: . CITY: WOODBURY STATE: NY ZIP: 11797 BUSINESS PHONE: 516-992-1900 MAIL ADDRESS: STREET 1: 246 CROSSWAYS PARK WEST STREET 2: . CITY: WOODBURY STATE: NY ZIP: 11797 8-K 1 v018721_8-k.txt 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 1934 Date of Report (Date of earliest event reported): May 13, 2005 Intelli-Check, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-15465 11-3234779 - ---------------------------- ------------------------ ------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 246 Crossways Park West, Woodbury, NY 11797 - -------------------------------------------------------- ------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: 516-992-1900 ------------------- ------------------------------------------------------------- (Former Name or Former Address, is Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions: [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 1 Item 2.02. Results of Operations and Financial Condition On May 13, 2005 Intelli-Check, Inc. (the "Company") issued a press release containing certain financial results for its first quarter ended March 31, 2005. A copy of the Company's earnings press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Report, including the exhibit, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. It shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. Item 9.01. Financial Statements and Exhibits. (c) Exhibits Exhibit Description - --------- -------------------------------------------------------------------- 99.1 Press Release dated May 13, 2005 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. INTELLI-CHECK, INC. By: /s/ Frank Mandelbaum ------------------------------------------- Name: Frank Mandelbaum Title: Chairman and Chief Executive Officer Dated: May 17, 2005 3 Exhibit Index Exhibit Description - --------- -------------------------------------------------------------------- 99.1 Press Release dated May 13, 2005 4 EX-99.1 2 v018721_99-1.txt Exhibit 99.1 [LOGO OF INTELLI-CHECK, INC.] FOR IMMEDIATE RELEASE Intelli-Check Contact: Frank Mandelbaum, 516-992-1900 Investor Contact: Anthony Loumidis, Alexandros Partners, 781-622-1117 John Baldissera, BPC Financial Marketing, 800-368-1217 Media Contact: Caroline Grossman, 781-771-5579 Intelli-Check Announces First Quarter 2005 Financial Results WOODBURY, New York (May 13, 2005) - Intelli-Check, Inc. (AMEX:IDN), a leader in advanced identification-document verification systems, today announced financial results for the first quarter ended March 31, 2005. Revenues for the first three months of 2005 remained relatively unchanged at $296,832 compared to $298,259 for the same period in 2004. However, the company reported a 27.5 percent increase year over year in sales bookings, which represents shipments of products and contracted services, to $350,179 in 2005, from $274,571 in 2004. Net loss increased to $1,569,603, or $.17 per share in Q1 2005, from $1,075,465, or $.12 per share in Q1 2004. The net loss in 2005 included $246,400 in non-cash expenses. In 2004, the net loss included $55,000 of non-cash expenses.. Contributing to the loss in 2005 was an increase in legal fees of approximately $525,000, primarily as a result of patent-infringement litigation. Basic and diluted weighted average shares outstanding used in computing per-share amounts were 10,467,186 in the 2005 quarter and 10,153,158 in the 2004 quarter. At quarter-end of 2005, the company had on its balance sheet $3,508,428 in cash, cash equivalents and short-term marketable securities and other investments. Additionally, during this period, as a result of the conversion of the redeemable convertible preferred stock held by Gryphon Master Fund L.P. into common stock, and after taking into account the loss reported for the period, stockholders' equity increased by $1,462,675 to $2,330,999 from year-end 2004. "We believe that the first quarter, with its continuing increase in bookings, marks a turning point for the company," said Frank Mandelbaum, chairman and chief executive officer. "We believe that the market and political climate have shifted in our favor, and we are prepared to react to opportunities with our strong portfolio of products that address the markets' changing needs. We believe the demand for our point-of-sale solution is growing because we have demonstrated in head-to-head comparisons that our technology not only provides increased security against identify theft, check, credit card and other economic frauds, but also offers significant productivity enhancements to users. In addition, since some 90 percent of all driver licenses now contain encoded and verifiable information, it makes our systems much more attractive, allowing utilization on a national level. On the political side, the passage of the Real ID Act as an amendment to the Iraq funding bill, which is now awaiting Presidential signature, will ensure that the driver license continues to be the single most-important document used for identification purposes. The act stipulates what information must be encoded on the license, but it does not stipulate the encoding format. We believe this will make our patented parsing technology all-the-more valuable. Intelli-Check's technology is, to our knowledge, the only available one that can verify the approximately 160 encoding formats on licenses from approximately 60 jurisdictions in the U.S. and Canada." Mr. Mandelbaum continued, "I would also like to take this opportunity to thank retiring board member Evelyn Berezin for her dedicated service to the company and its shareholders, a position she has held since 1999. The governance and nominating committee of the board has nominated Guy L. Smith for election to this open board seat at our annual stockholder's meeting. He currently holds the position of executive vice president of Diageo North America - the world's leading premium drinks company. He is a leading figure in both the corporate world and public service, and we are honored that he has agreed to stand for election. 1 Mr. Smith manages public, government, and corporate relations for Diageo. He oversees all communications, public affairs, marketing public relations and corporate responsibility programs for the company and sits on the company's North American Executive Committee. He is also responsible for the company's undertakings to reduce under-age access and abuse of alcoholic beverages. Prior to joining Diageo he served on the White House staff as a Special Advisor to President Clinton. The company will host a conference call for shareholders and members of the investment community to discuss its financial results and corporate initiatives on Monday, May 16th at 9:00 am (EDT). Interested parties may participate in the call by dialing 877-236-1078 approximately 10 minutes before the call is scheduled to begin. International callers should dial 213-408-0663. For anyone who is unable to participate in the live conference, access to a recording will be available for 72 hours after the call. The rebroadcast can be accessed domestically by dialing 888-567-0671. For international callers, the dial-in is 402-530-0413. Condensed Statements of Operations for Three Months Ended March 31, 2005 and 2004 (Unaudited)
------------- ----------- Q1 2005 Q1 2004 - ------------------------------------------------------------------ ------------- ----------- Revenues $ 296,832 $ 298,259 - ------------------------------------------------------------------ ------------- ----------- Net Loss $ (1,569,603) $(1,075,465) - ------------------------------------------------------------------ ------------- ----------- Net Loss Per Common Share - Basic and Diluted $ (0.17) $ (0.12) - ------------------------------------------------------------------ ------------- ----------- Weighted Average Common Shares Used in Computing Per-Share Amounts - Basic and Diluted 10,467,186 10,153,158 - ------------------------------------------------------------------ ------------- -----------
About Intelli-Check, Inc. Intelli-Check, Inc. is the acknowledged leader in technology that assures the authenticity of driver licenses, state issued non-driver and military identification cards used as proof of identity. Our patented ID-CHECK technology instantly reads, analyzes, and verifies the encoded data in magnetic stripes and barcodes on government-issue IDs from approximately 60 jurisdictions in the U.S. and Canada to determine if the content and format is valid. Applications include: o security and access control to protect airports, government and commercial buildings, military installations, and other critical sites o identity theft, commercial and government fraud prevention to help stem the millions of dollars each year in losses from credit card, check-cashing, bank, insurance, healthcare and pharmacy fraud o age verification to protect bars and other retail establishments from the potential fines and penalties associated with selling age-restricted products to minors o productivity enhancement to eliminate inefficiencies and inaccuracies associated with manual data entry The company has been the national testing laboratory for the American Association of Motor Vehicle Administrators (AAMVA) since 1999 and has access to all the currently encoded driver license formats. For more information, please visit www.intellicheck.com. Intelli-Check Safe Harbor Statement Certain statements in this press release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. When used in this press release, words such as "will," "believe," "expect", "encouraged" and similar expressions, as they relate to the company or its management, as well as assumptions made by and information currently available to the company's management identify forward-looking statements. Our actual results may differ materially from the information presented here. There is no assurance that the use of ID-CHECK technology by our potential customers and partners, or government efforts to enhance security will lead to additional sales of ID-CHECK technology. Additional information concerning forward looking statements is contained under the heading of risk factors listed from time to time in the company's filings with the Securities and Exchange Commission. We do not assume any obligation to update the forward-looking information. 2 -----END PRIVACY-ENHANCED MESSAGE-----