-----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, UkMuf3DrFNC1Jcb+KOBk2wWJwaduRPTGpEr8xNv4A+WU+nvENIHUwgARXHWkVj45 nCqIIOa5Nlith9aC4wH36A== 0001045969-02-001997.txt : 20021127 0001045969-02-001997.hdr.sgml : 20021127 20021127170244 ACCESSION NUMBER: 0001045969-02-001997 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021127 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: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-97221 FILM NUMBER: 02844130 BUSINESS ADDRESS: STREET 1: 11911 NE 1ST STREET STREET 2: SUITE B-304 CITY: BELLEVUE STATE: WA ZIP: 98005 BUSINESS PHONE: 4252781100 MAIL ADDRESS: STREET 1: 11911 NE 1ST STREET STREET 2: SUITE B-304 CITY: BELLEVUE STATE: WA ZIP: 98005 FORMER COMPANY: FORMER CONFORMED NAME: TOPSEARCH INC DATE OF NAME CHANGE: 19920401 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL REGISTRY INC DATE OF NAME CHANGE: 19920703 424B3 1 d424b3.htm PROSPECTUS SUPPLEMENT Prospectus Supplement
 
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-97221
 
PROSPECTUS SUPPLEMENT NO. 4
DATED NOVEMBER 27, 2002
TO
PROSPECTUS DATED AUGUST 16, 2002
 
SAFLINK CORPORATION
 
29,421,694 Shares of Common Stock
 
                                                                                                                                                                                                                              
 
This prospectus supplements the prospectus dated August 16, 2002 of SAFLINK Corporation, as amended by prospectus supplements dated September 26, 2002, October 10, 2002 and October 17, 2002, relating to the public offering and sale by selling stockholders described therein. This prospectus supplement should be read in conjunction with the prospectus, as supplemented to date, and this prospectus supplement is qualified by reference to the prospectus, as supplemented to date, except to the extent that the information provided by this prospectus supplement supersedes the information contained in the prospectus.
 
SEE “RISK FACTORS” BEGINNING ON PAGE 2 OF THE PROSPECTUS TO READ ABOUT FACTORS YOU SHOULD CONSIDER BEFORE BUYING OUR COMMON STOCK.
 
 
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
 
 
RECENT DEVELOPMENTS
 
On November 27, 2002, we raised approximately $3.5 million through a private placement of common stock. A total of 1,346,154 shares of our common stock were sold to a group of institutional and accredited investors led by a significant existing investor at a price of $2.60 per share, pursuant to the terms of a Securities Purchase Agreement and Common Stock Warrant.
 
The investors were also issued 5-year warrants to purchase an aggregate of 806,400 shares of our common stock exercisable at $3.60 per share. Subject to certain exclusions, the price at which the warrants are exercisable is subject to adjustment if we issue shares of common stock for less than the exercise price of the warrants at the time such additional shares of our common stock are issued. The shares excluded from the price adjustment provision include, among certain others:
 
 
•
 
additional shares of our common stock issued in connection with a recapitalization, reorganization, consolidation, merger or sale of the company; and
 
 
•
 
additional shares of our common stock issued as stock dividends, subdivisions and combinations of our common stock.
 
Neither the common stock nor the warrants issued in the financing have been registered for sale under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration under such act or applicable exemption from the registration requirements of such act. The Company did not grant any registration rights in connection with this financing.

 
NOTICE TO CALIFORNIA INVESTORS ONLY
 
In the State of California, sales will be limited to those California investors who have either: (i) a minimum net worth of not less than $250,000 (exclusive of their home, home furnishings, and automobile) and a gross annual income during 2001, and estimated during 2002, of $65,000 or more from all sources; or (ii) a minimum net worth of $500,000 (exclusive of their home, home furnishings, and automobile). Assets included in the computation of net worth may be valued at fair market value. Moreover, each California investor purchasing shares common stock offered hereby will be required to execute a representation that it comes within one of the above referenced categories in order for us to determine that all California investors meet the required suitability standards.
 
 
The date of this prospectus supplement is November 27, 2002.
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