-----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, UBVMxxgOIsijyWCSek4yAOPEA89GKBBAdg4n8Py1GtU/mHPClefJaIVKNhBbn7KM XyvOWwBbi+BQHAltA6Tsfw== 0001016843-01-000347.txt : 20010421 0001016843-01-000347.hdr.sgml : 20010421 ACCESSION NUMBER: 0001016843-01-000347 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010404 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010419 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAFLINK CORP CENTRAL INDEX KEY: 0000847555 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 954346070 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-20270 FILM NUMBER: 1606007 BUSINESS ADDRESS: STREET 1: 18650 N E 67TH COURT STREET 2: SUITE 210 CITY: REDMOND STATE: WA ZIP: 98052 BUSINESS PHONE: 8136360099 MAIL ADDRESS: STREET 1: 18650 N E 67TH COURT SUITE 210 CITY: REDMOND STATE: WA ZIP: 98052 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL REGISTRY INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: TOPSEARCH INC DATE OF NAME CHANGE: 19920401 8-K 1 0001.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 4, 2001 SAFLINK CORPORATION ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) DELAWARE 0-2027 95-4346070 - ---------------------------- ----------- ------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 18650 N.E. 67TH COURT, SUITE 210, REDMOND, WA 98052 --------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (425) 881-6766 ITEM 1. CHANGE IN CONTROL OF REGISTRANT Not applicable ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS Not applicable. ITEM 3. BANKRUPTCY OR RECEIVERSHIP Not applicable. ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT Not applicable. ITEM 5. OTHER EVENTS a. The attached exhibit is incorporated by reference herein, and the description set forth below is qualified in its entirety by reference to such exhibit. On April 4, 2001, the Company issued a press release announcing that, during March 2001, it had received an additional $413,750 in bridge financing from seven accredited investors including two of the Company's directors, on substantially similar terms to those of the $2.5 million bridge financing completed in November 2000. The Company issued the unsecured notes, which bear interest at a rate of 12% per annum and mature in May 2001. Under the terms of the bridge financing, holders of the notes will be entitled to participate in any financing undertaken by SAFLINK prior to the maturity date of the notes by electing to receive, in lieu of repayment of the note, securities of the same class and on the same terms as issued in such financing. The Company also agreed to issue warrants allowing the note holders to purchase one share of SAFLINK common stock for each $4.00 invested. The two directors elected not to accept the warrants; the Company therefore only issued warrants for the purchase of 79,688 shares of common stock exercisable for $1.50 per share at any time until March 2006. As an additional incentive to investors that had advanced more than $100,000 in the November 2000 bridge financing, the Company offered to reduce the exercise price of the warrants issued in the November 2000 financing from $1.50 to $0.50 per share if the investor agreed to exercise such warrant and advance additional bridge funds equal to $0.50 for every warrant share exercised before March 22, 2001. Warrants for 37,500 shares were exercised before the deadline. The securities issued in connection with the bridge financing and the exercise of warrants were privately placed to accredited investors and the issuance of such securities was not registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Act. ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS Not applicable. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Not applicable. (b) Not applicable. (c) Exhibits The exhibit listed on the Exhibit Index on page 5 is filed as part of this Report. ITEM 8. CHANGE IN FISCAL YEAR Not applicable. 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. SAFLINK Corporation Date: April 18, 2001 By: /s/ JEFFREY P. ANTHONY ------------------------------------- Jeffrey P. Anthony President and Chief Executive Officer EXHIBIT INDEX EXHIBIT DESCRIPTION - ------- ----------- 99.1 Press Release dated April 4, 2001 EX-99.1 2 0002.txt EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: James W. Shepperd Chief Financial Officer SAFLINK Corporation (425) 881-6766 SAFLINK CORPORATION ANNOUNCES 2000 OPERATING RESULTS AND BRIDGE FINANCING REDMOND, WA (APRIL 4, 2000) - SAFLINK Corporation (NASDAQ: ESAF) today reported that total revenue for the year ended December 31, 2000 increased to $1.5 million from $1.3 million for the year ended December 31, 1999. Total revenue for the quarter ended December 31, 2000 decreased to $367,000 from $412,000 for the quarter ended December 31, 1999. Total operating expenses for the year ended December 31, 2000 increased to $9.9 million from $4.9 million for the year ended December 31, 1999, while total operating expenses for the quarter ended December 31, 2000 increased to $3.1 million from $1.4 million for the same period in 1999. These increases were primarily due to the expansion of product development, sales and marketing activities in connection with the launch of the Company's new "Forget Your Password" strategy. Results for 2000 also included non-recurring costs of $224,000 attributable to the relocation of the Company's headquarters to Redmond, Washington and $208,000 of in process research and development expenses incurred as part of SAFLINK's purchase of the intellectual property of Jotter Technologies Inc. on December 15, 2000. Net loss attributable to common stockholders was $9.3 million for the year ended December 31, 2000 compared to net loss attributable to common stockholders of $4.0 million for the year ended December 31, 1999, while net loss attributable to common stockholders for the quarter ended December 31, 2000 was $3.1 million compared to $1.2 million for the quarter ended December 31, 1999. During March 2001, the Company received an additional $413,750 in bridge financing from seven accredited investors including two of the Company's directors, on substantially similar terms to those of the $2.5 million bridge financing completed in November 2000. The unsecured notes carry an annual interest rate of 12% and will mature in May 2001. Holders of the notes will be entitled to participate in any financing undertaken by SAFLINK prior to the maturity date of the notes by electing to receive, in lieu of repayment of the note, securities of the same class and on the same terms as issued in such financing. The Company also agreed to issue warrants allowing the note holders to purchase one share of SAFLINK common stock for each $4.00 invested. The two directors elected not to accept the warrants; the Company therefore only issued warrants for the purchase of 79,688 shares of common stock exercisable for $1.50 per share at any time until March 2006. As an additional incentive to investors that had advanced more than $100,000 in the November 2000 bridge financing, the Company offered to reduce the exercise price of the warrants issued in the November 2000 financing from $1.50 to $0.50 per share if the investor agreed to exercise such warrant and advance additional bridge funds equal to $0.50 for every warrant share exercised before March 22, 2001. Warrants for 37,500 shares were exercised before the deadline. The securities issued in connection with the bridge financing and the exercise of warrants were privately placed to accredited investors and the issuance of such securities was not registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Act. SAFLINK Corporation, based in Redmond, Washington, brings "Forget Your Password" (sm) solutions to the Internet Economy and enterprise networks through biometrics. The Company provides cost-effective multi-biometric software solutions to verify individual identity, to protect business and personal information, and to replace passwords and PINs in order to safeguard and simplify access to electronic systems and enable new online services for customers. Further information is available through the Company's World Wide Web Site (http://WWW.SAFLINK.COM). THE AFOREMENTIONED REMARKS CONTAIN FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES INCLUDING WITHOUT LIMITATION THOSE RELATING TO INDUSTRY TRENDS, THOSE RELATING TO THE COMPANY'S SALES STRATEGY, THOSE RELATING TO THE COMPANY'S MANAGEMENT STRATEGY, THOSE RELATING TO COMPETITION, AND THOSE RELATING TO COMPLETION OF FUTURE FINANCINGS. THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED ABOVE. PR 01-005 SAFLINK CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except per share data) (Unaudited)
DECEMBER 31, 2000 1999 -------- -------- ASSETS Current assets: Cash and cash equivalents $ 1,108 $ 5,335 Accounts receivable, net 153 180 Inventory 25 38 Investments 102 739 Prepaid expenses and other current assets 244 286 -------- -------- Total current assets 1,632 6,578 Furniture and equipment, net 869 204 Intangible assets, net 5,102 -- Other assets 394 -- -------- -------- $ 7,997 $ 6,782 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities $ 2,187 $ 602 Bridge notes payable, net of discount 2,437 -- Deferred revenue 286 582 -------- -------- Total current liabilities 4,910 1,184 Long-term debt, net of discount 1,485 -- -------- -------- Total liabilities 6,395 1,184 Stockholders' equity: Series A Preferred stock, $.01 par value, convertible -- 1 Series D Preferred stock, $.01 par value, convertible -- 1 Common stock, $.01 par value 262 186 Shares to be issued in connection with asset purchase 3,228 -- Additional paid-in capital 56,784 54,577 Accumulated other comprehensive income -- 201 Accumulated deficit (58,672) (49,368) -------- -------- 1,602 5,598 -------- -------- $ 7,997 $ 6,782 ======== ========
SAFLINK CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands except share and per share data) (Unaudited)
THREE MONTHS ENDED DECEMBER 31, YEAR ENDED DECEMBER 31, ------------------------------- ------------------------------- 2000 1999 2000 1999 ------------ ------------ ------------ ------------ Revenue: Products and services: Software $ 80 $ 266 $ 17 $ 786 Hardware 21 71 278 313 Services and other 266 75 528 109 ------------ ------------ ------------ ------------ 367 412 1,523 1,208 Post contract services - government -- -- -- 95 ------------ ------------ ------------ ------------ Total revenue 367 412 1,523 1,303 Cost of revenue: Software 20 27 79 57 Hardware 17 53 224 213 Services and other 73 8 178 42 Post contract services - government -- -- -- 47 ------------ ------------ ------------ ------------ Total cost of revenue 110 88 481 359 ------------ ------------ ------------ ------------ Gross profit 257 324 1,042 944 Operating expenses: Product development 852 526 4,186 1,375 Sales and marketing 538 362 1,756 1,332 Minimum royalty payments -- -- -- 375 Relocation 8 -- 224 -- Purchased in process research and development 208 -- 208 -- General and administrative 1,498 509 3,494 1,815 ------------ ------------ ------------ ------------ Total operating expenses 3,104 1,397 9,868 4,897 ------------ ------------ ------------ ------------ Loss from operations (2,847) (1,073) (8,826) (3,953) Interest and other income (expense) (205) 22 (130) 26 ------------ ------------ ------------ ------------ Net loss (3,052) (1,051) (8,956) 3,927) Preferred stock dividend -- 104 348 104 ------------ ------------ ------------ ------------ Net loss attributable to common stockholders $ (3,052) $(1,55) $ (9,304) $ (4,031) ============ ============ ============ ============ Basic and diluted loss per common share $ (0.11) $ (0.06) $ (0.43) $ (0.23) ============ ============ ============ ============ Weighted average number of basic and diluted common shares 27,531,497 18,540,964 21,602,000 17,540,589 ============ ============ ============ ============
Certain prior period amounts have been reclassified to conform with the current period presentation. -----END PRIVACY-ENHANCED MESSAGE-----