-----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, M8aGiULBIzThZ37QCBXeYEspqL7AAjk7Yr/uAOcn7JurLWiDoEsVd5TKpgj09WE7 BxHp6b1p2xb4zspRtFvmAQ== 0001144204-05-028532.txt : 20050912 0001144204-05-028532.hdr.sgml : 20050912 20050912155045 ACCESSION NUMBER: 0001144204-05-028532 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050906 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050912 DATE AS OF CHANGE: 20050912 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: 051079991 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 v025558.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 OF 1934 Date of Report (Date of earliest event reported): September 6, 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 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 Instruction A2. below): [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] 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)) Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. (d) Appointment of a New Director. Effective as of September 6, 2005, on the recommendation of the Nominating Committee, the Board of Directors of Intelli-Check, Inc. (the "Company") appointed John E. Maxwell as a director, filling an existing vacancy on the board caused by the resignation of Thomas Prendergast, for a term expiring at the 2007 Annual Meeting of Shareholders. There are no arrangements or understandings between Mr. Maxwell and any other persons pursuant to which Mr. Maxwell was selected as a Director, nor are there any transactions to which the Company is a party and in which Mr. Maxwell had a material interest that are required to be disclosed under Item 404(a) of Regulation S-B. Mr. Maxwell has not been appointed to any committees of the Board at this time. A press release announcing Mr. Maxwell's election to the Board is attached as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits (c) Exhibits Exhibit No. Description ----------- ----------- 99.1 Press release of Intelli-Check, Inc. dated September 6, 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: September 9, 2005 3 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press release of Intelli-Check, Inc. dated September 6, 2005. 4 EX-99.1 2 v025558_ex99-1.txt Exhibit 99.1 FOR IMMEDIATE RELEASE Intelli-Check Contact: Frank Mandelbaum, 516-992-1900 Investor Contact: Anthony Loumidis, Alexandros Partners, 781-622-1117 Media Contact: Caroline Grossman, 781-771-5579 Intelli-Check Names John E. Maxwell to Board of Directors WOODBURY, N.Y. (September 6, 2005) - Intelli-Check, Inc. (AMEX:IDN), a leader in advanced identification-document-verification systems, announced today that it has named John E. (Jay) Maxwell to its board of directors, effective immediately for a term that ends at the annual meeting of shareholder's in 2007. Mr. Maxwell fills a vacant seat on the board of directors. Mr. Maxwell served as the senior vice president, information technology and chief information officer of the American Association of Motor Vehicle Administrators (AAMVA) from June 2002, until his recent retirement. In his role at AAMVA, Mr. Maxwell was responsible for all information technology initiatives, including nationwide, mission-critical IT services used by the AAMVA membership, development of its driver license and ID card specifications, and educating members of Congress, state legislators, governors and their respective staffs on IT issues of importance to its members and in the interest of homeland security. From 1989 to 2002, he held various positions at AAMVAnet, Inc., an AAMVA subsidiary, most recently as president and chief operating officer. Prior to that, he served as team manager, senior systems analyst, programmer, US Department of Transportation. "We are pleased to have someone of Jay's skills, experience, and background join our board of directors," said Frank Mandelbaum, chairman and chief executive officer. "Jay knows the benefits of the use of our technology firsthand from his work at AAMVA and with its member states' motor vehicle administrations, and brings to the company the critical perspective of someone who has worked for years on developing and implementing tools to ensure the integrity of the state driver license - the de facto ID card in the United States. We believe that his knowledge and skill base in this sector will contribute significantly to our board." 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 as well as for first responder initiatives o identity theft, commercial and government fraud prevention to help stem the billions of dollars each year in losses from credit card, check-cashing, bank, insurance, healthcare, pharmacy and other economic frauds o age verification to protect bars and other retail establishments from the potential fines and penalties associated with selling age-restricted products to under-age purchasers 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 or curtail the sale of age-restricted products to underage buyers 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----