-----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, EI+RItqh+/5qDcAfDFgsc/30lG74c7A544GoN6dnfNQJsp0d7eLQ0YMjbAqVPa9D EVDAjFkUZxpwBrOMVNbvSg== 0001144204-05-039784.txt : 20051215 0001144204-05-039784.hdr.sgml : 20051215 20051215095320 ACCESSION NUMBER: 0001144204-05-039784 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051213 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051215 DATE AS OF CHANGE: 20051215 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: 051265379 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 v031439.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): December 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)) Item 8.01. Other Events. On December 13, 2005 Intelli-Check, Inc. (the "Company") announced that it purchased a warrant to purchase 110,000 shares of the Company's common stock from WPG Software Fund, L.P. The warrants were originally purchased by WPG Software Fund, L.P. in the Company's August 2005 private placement. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Description - ------- ----------- 99.1 Press Release dated December13, 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: December 14, 2005 3 Exhibit Index Exhibit Description - ------- ----------- 99.1 Press Release dated December 13, 2005 EX-99.1 2 ex_99-1.txt Exhibit 99.1 Press Release Source: Intelli-Check, Inc. Intelli-Check Purchases Warrants Issued as Part of Recent Private Placement Tuesday December 13, 1:49 pm ET WOODBURY, N.Y.--(BUSINESS WIRE)--Dec. 13, 2005--Intelli-Check, Inc. (AMEX: IDN - News) today announced it has purchased 110,000 warrants to acquire shares of its common stock at an exercise price of $5.40 per share from WPG Software Fund, L.P. The warrants were issued as part of the private placement that was completed in August 2005 and represent approximately 20% of the warrants issued to investors in the offering. "The decision to purchase these warrants was made as a result of our recently announced business developments and to mitigate potential future dilution to our shareholders" Mr. Frank Mandelbaum, Intelli-Check's Chairman and CEO stated. About Intelli-Check, Inc. o 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-issued 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", "anticipate", "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-----