8-K

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):  April 12, 2011

Intellicheck Mobilisa, Inc.

(Exact name of registrant as specified in charter)

Delaware	001-15465	11-3234779
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

191 Otto Street, Port Townsend, WA	98368
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (360) 344-3233

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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of John W. Paxton as Chairman of the Board of Directors

On April 12, 2011, John W. Paxton delivered notice of his resignation from his position as Chairman of the Board of Directors and as a Director of Intellicheck Mobilisa, Inc. (the “Company”).  Such resignation was effective April 15, 2011.  Mr. Paxton’s resignation was for personal reasons and he did not leave the Company because of a disagreement with the Company or its Board of Directors or on any matter relating to its operations, policies or practices.

Appointment of Nelson Ludlow, PhD as Chairman of the Board of Directors and Resignation as CEO of the Company

On April 15, 2011, Nelson Ludlow, PhD, was appointed Chairman of the Board of Directors of the Company and in connection with the appointment described below, resigned his position as the Company’s Chief Executive Officer.  Dr. Ludlow was named the Chief Executive Officer and Director of the Company on March 14, 2008.  He was a co-founder of Mobilisa and had been its Chief Executive Officer and a Director since its inception in March, 2001.  Dr. Ludlow is married to Bonnie Ludlow, a Director of the Company.

Appointment of Steven Williams as Chief Executive Officer of the Company

Effective April 15, 2011, Steven D. Williams, the Company’s Chief Operating Officer since March 2008, was appointed Chief Executive Officer of the Company.  From February 6, 2006 to March 2008, Mr. Williams was the Senior Vice President of Business Development for Mobilisa.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1	John W. Paxton Resignation Letter, dated April 12, 2011
99.2	Press Release, dated April 18, 2011

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.

INTELLICHECK MOBILISA, INC.
By:	/s/ Peter J. Mundy
	Name: Peter J. Mundy
	Title:  Vice President of Finance & CFO

Dated:  April 18, 2011

3

Exhibit Index

Exhibit	Description
99.1	John W. Paxton Resignation Letter, dated April 12, 2011
99.2	Press Release dated April 18, 2011

EX-99.1

Exhibit 99.1

John W. Paxton, Sr April 12, 2011

To CEO, Nelson Ludlow:

I extend my resignation effective April 15, 2011 as a Director of Intellicheck Mobilisa.

I am resigning for personal reasons. I believe Intellicheck is a good healthy company, and has a bright future. I wish the IDN team much success.

Sincerely,

John W. Paxton, Sr

Dear John,

We thank you for your tireless service to Intellicheck Mobilisa. The entire Board of Directors will miss your support, insight, and critical thinking. You are leaving the company in a better position than when you joined us. A sincere thank you! We wish you the best in your future endeavors.

Respectfully,

Nelson Ludlow

EX-99.2

Exhibit 99.2

DR. NELSON LUDLOW APPOINTED CHAIRMAN AND STEVE WILLIAMS APPOINTED CHIEF EXECUTIVE OFFICER OF INTELLICHECK MOBILISA

PORT TOWNSEND, WA – April 18, 2011 –Intellicheck Mobilisa, Inc. (NYSE AMEX: IDN) (the “Company”), a global leader in access control and wireless security systems, announced today that Dr. Nelson Ludlow, the Company’s Chief Executive Officer, has been appointed Chairman of the Board of Directors.  Dr. Ludlow has served as Chief Executive Officer of Mobilisa since 2001, and continued in that role following Intellicheck Mobilisa’s merger in 2008.  As Chairman, Dr. Ludlow will lead the Board, assist with strategic initiatives, and assist the new CEO as needed on a host of matters including product and strategic development.  He replaces John W. Paxton, Sr., who is stepping down as Chairman of the Board.

Mr. Paxton commented, “Personal reasons have caused me to make this difficult decision at the current time to step down as Chairman of the Board and as a member of the Company’s board of directors.  I thoroughly enjoyed my time at Intellicheck Mobilisa, and I regret having to leave this great company with its outstanding workforce and management team.”

Steve Williams, the Company’s Chief Operating Officer, has been appointed by the board of directors as the Company’s Chief Executive Officer. Mr. Williams has served as Chief Operating Officer since Intellicheck Mobilisa’s merger in 2008 and formerly was Mobilisa Inc.’s Chief Operating Officer.

Dr. Ludlow commented, “I want to thank John Paxton for his service to this Company.  He left Intellicheck Mobilisa in a stronger position than when he joined us and he will be greatly missed.  We all want to wish John much success in his future endeavors."

Dr. Ludlow went on to say, "I would also like to take this opportunity to congratulate Steve Williams on his promotion to Chief Executive Officer.  This was the logical choice for the Board.  Steve has been our COO for a number of years; he knows our products, he knows our clients, and he knows our business.  We are confident in his ability to take our Company to the next level and I look forward to continuing our work together in this new capacity.”

Steve Williams commented, “I want to thank the Board for their vote of confidence and trust they have placed in me as the new CEO.  This is a tremendous opportunity for both Nelson and I, and I look forward to the challenges of the new position.  Our products, I believe, are the best in class and our staff top-notch.  I’m excited for the changes taking place and look forward to continuing our market advancement."

Dr. Ludlow has over 25 years’ experience in software development for the military and corporate sectors. He holds a PhD in Artificial Intelligence from the University of Edinburgh, Scotland and completed Post-Doctoral work in Computer Science at the University of Cambridge, England.  He previously was CEO of Mobilisa and Chief Scientist of Orincon, both of which had high growth and were successfully merged or acquired by public companies.

191 Otto Street, Port Townsend, Washington 98368

voice: 360.344.3233      fax: 360.344.3323      toll free: 1.888.9icmobil       www.icmobil.com

Mr. Williams has more than 29 years of experience in project management, operations, business development, and sales.  He is a Doctoral candidate at the University of Maryland University College and holds a Master of Business Administration from the University of North Dakota, a Master of Arts in Organizational Management from The George Washington University in Washington, DC and a Bachelor of Science in Business Administration from Methodist College, graduating Magna cum Laude.

About Intellicheck Mobilisa

Intellicheck Mobilisa is a leading technology company, developing and marketing wireless technology and identity systems for various applications including: mobile and handheld wireless devices for the government, military and commercial sectors.  Products include the Defense ID system, an advanced ID card access control product currently protecting over 80 military and federal locations, and ID-Check, patented technology that instantly reads, analyzes, and verifies encoded data in magnetic stripes and barcodes on government-issue IDs from U.S. and Canadian jurisdictions for the financial, hospitality and retail sectors.

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. Actual results may differ materially from the information presented here. 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 SEC. We do not assume any obligation to update the forward-looking information.

Intellicheck Mobilisa, Inc.

Kenna Pope, 360-344-3233 ext. 119

kenna.pope@icmobil.com

or

The Investor Relations Group

James Carbonara, 212-825-3210

or

Media Relations:

Enrique Briz or Mike Graff, 212-825-3210