-----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, QgNAMALZ4So7XC46OVxiUD6Y9AAob8k/S8bs/tVQlsdQilEOgDhX+rKUKwj4kO0d UhU3VWkYrUipjNKfEnAwNg== 0001193125-04-167634.txt : 20041006 0001193125-04-167634.hdr.sgml : 20041006 20041006161312 ACCESSION NUMBER: 0001193125-04-167634 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040930 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041006 DATE AS OF CHANGE: 20041006 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: 1934 Act SEC FILE NUMBER: 000-20270 FILM NUMBER: 041068453 BUSINESS ADDRESS: STREET 1: 777 108TH AVE NE STREET 2: SUITE 2100 CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 4252781100 MAIL ADDRESS: STREET 1: 777 108TH AVE NE STREET 2: SUITE 2100 CITY: BELLEVUE STATE: WA ZIP: 98004 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 d8k.htm FORM 8K Form 8K

UNITED STATES

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

 

September 30, 2004

Date of report (date of earliest event reported)

 


 

SAFLINK CORPORATION

(Exact name of registrant as specified in its charter)

 


 

Delaware   0-20270   95-4346070

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

777 108th Avenue NE, Suite 2100

Bellevue, Washington 98004

(Address of principal executive offices)(Zip code)

 

(425) 278-1100

(Registrant’s telephone number, including area code)

 


 

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 A.2. 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.

 

5.02(c) Election of Directors

 

On September 30, 2004, the board of directors of SAFLINK Corporation voted to increase the size of the board of directors from seven members to nine members. To fill one of the vacancies created by such increase, the board of directors, upon the recommendation of the board’s nominating and corporate governance committee, voted to elect Lincoln D. Faurer as a new director to serve until the 2005 annual meeting of the stockholders of SAFLINK and until his successor is elected and qualified. Mr. Faurer was also appointed to serve as a member of the audit committee of the board of directors.

 

Mr. Faurer has more than 15 years of experience in building and operating companies in the government contracting industry and was director of the National Security Agency from 1981 to 1985. Since 1992, Mr. Faurer has been the president of LDF Inc., which provides consulting services on command, control, communications, computing and intelligence (C4I) matters. In addition to being a retired Air Force officer, Mr. Faurer has held senior positions with various intelligence organizations including Defense Intelligence Agency, NATO Military Committee, HQS U.S. European Command and HQS U.S. Southern Command. Mr. Faurer serves as a director of Analex Corporation, Alphatech, Inc., and TSI TelSys Corporation and also serves on the advisory board of ManTech Aegis Research Corporation, a subsidiary of ManTech International Corporation.

 

In accordance with SAFLINK’s compensation policy for non-employee directors, SAFLINK granted a non-statutory option to purchase 36,667 shares of its common stock under SAFLINK’s 2000 stock incentive plan to Mr. Faurer. The option has an exercise price of $2.58 per share, which represents the last sale price per share of SAFLINK’s common stock as reported on the Nasdaq SmallCap Market on September 29, 2004, the last trading day prior to the date of grant. The option has a ten-year term and becomes exercisable in eleven equal monthly installments following the date of grant if Mr. Faurer is still serving as a director at such time. The option would become immediately exercisable in the event of a change in control of SAFLINK and is exercisable for a period of twelve months following termination of service.

 

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On September 30, 2004, the board of directors of SAFLINK Corporation voted to amend Article 2, Section 2.2 of the bylaws of SAFLINK to increase the size of the board of directors to be between five members and nine members. The previous provision provided that the number of directors was to be between four members and seven members. The amendment was effective as of September 30, 2004, and reads in full as follows:

 

“2.2 Number and Term of Office. The number of directors shall be between five (5) and nine (9), the specific number to be set by the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board for adoption). All directors shall hold office until the expiration of the term for which elected and until their respective successors are elected, except in the case of the death, resignation or removal of any director.”

 

Item 9.01 Financial Statements and Exhibits

 

(c) Exhibits

 

Exhibit

  

Description


99.1    Press release dated October 5, 2004, announcing the election of Lincoln D. Faurer as a member of the board of directors of SAFLINK Corporation.

 

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.

 

   

SAFLINK Corporation

Dated: October 6, 2004

 

By:

 

/s/ Jon C. Engman


   

Name:

 

Jon C. Engman

   

Title:

 

Chief Financial Officer

 

3

EX-99.1 2 dex991.htm PRESS RELEASE DATED OCTOBER 5, 2004. Press Release dated October 5, 2004.

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

FORMER NSA DIRECTOR LINCOLN D. FAURER JOINS

SAFLINK BOARD OF DIRECTORS

 

BELLEVUE, WA – (October 5, 2004) – SAFLINK® Corporation (NASDAQ: SFLK), a leading provider of biometric and smart card security solutions, today announced the addition of Lincoln D. Faurer, former Director of the National Security Agency (NSA), to its Board of Directors.

 

Mr. Faurer, a retired Three-Star General with 35 years of service in the United States Air Force, is a consummate leader with a particular focus on security and intelligence organizations. His expertise will make a significant contribution to SAFLINK’s strategic direction and business initiatives in the public sector.

 

“Lincoln brings a tremendous amount of knowledge and a fantastic record of achievement to SAFLINK. We are honored to welcome him to our board of Directors,” said Glenn Argenbright, President and CEO of SAFLINK. “He is well known and highly respected throughout the government community and has firsthand knowledge of the network security requirements of public and private sector customers. Mr. Faurer will be an invaluable asset to SAFLINK and help us to deliver superior solutions and value for identity management and authentication.”

 

For the past 12 years, Mr. Faurer served as President of LDF Inc., a consultancy specializing in matters concerning Command, Control, Communications, Computing and Intelligence (C4I). He was Director of the NSA from 1981 – 1985, spearheading the agency’s primary intelligence structure, R&D, and worldwide communications. Prior to joining the NSA, Mr. Faurer served as the Deputy Chairman of the NATO military committee, leading senior military representatives from all NATO countries in providing military advice to the Secretary General of NATO and its political body.

 

“I am very pleased to be able to leverage my experience to help guide such a cutting-edge company,” said Faurer. “SAFLINK has a compelling product offering that addresses governmental challenges in securing critical networks and safeguarding digital assets. The company is very well positioned to take advantage of market opportunities as the adoption of biometrics and smart cards continues to grow.”

 

Mr. Faurer’s additional government posts included: Director of Intelligence for HQS U.S. European Command (1977-1979); Vice Director for Production, Defense Intelligence Agency (1974-1977); Deputy Assistant Chief of Staff for Intelligence, USAF (1973-1974); and Director of Intelligence, HQS U.S. Southern Command (1971-1973).


About SAFLINK

 

SAFLINK Corporation offers biometric security and smart card solutions that protect intellectual property, secure information assets, and eliminate passwords. SAFLINK’s software provides Identity Assurance Management, allowing administrators to verify the identity of users and control their access to: computer networks; physical facilities; applications; manufacturing process control systems; and time and attendance systems. SAFLINK also offers protection for popular applications such as e-mail, instant messaging, web transactions, and individual files. For more information, please visit http://www.saflink.com or call SAFLINK at 800-762-9595.

 

NOTE: “SAFLINK” and “The Power of Biometric Authentication” are registered trademarks of SAFLINK Corporation. “Protecting your enterprise through secure authentication” and “Identity Assurance Management” are trademarks of SAFLINK Corporation.

 

This release contains information about management’s view of the company’s future expectations, plans and prospects that constitute forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from historical results or those indicated by these forward-looking statements as a result of a variety of factors including, but not limited to, risks and uncertainties associated with the company’s financial condition, its ability to sell its products, its ability to compete with competitors and the growth of the security market, and in its Annual Report on Form 10-K, as well as other documents periodically filed with the Securities and Exchange Commission.

 

PR 04-35

 

SAFLINK COMPANY CONTACT:

 

SAFLINK Corporation

Thomas Doggett, Director of Marketing

(800) 762-9595

tdoggett@saflink.com

 

SAFLINK PRESS CONTACT:

 

Sterling Communications

Rachel Berry

(253) 853-5030

rberry@sterlingpr.com

 

INVESTOR RELATIONS CONTACT

 

MKR Group, LLC

Todd Kehrli

(818) 556-3700

ir@mkr-group.com

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